Item 3.02 Unregistered Sale of Equity Securities
12% Convertible Bonds
On July 29, 2014
, Staffing 360 Solutions, Inc.
(the "Company") completed its
best efforts private offering (the "Offering") of 12% Convertible Bonds (the
"Bonds") with certain accredited investors for an aggregate of $4,058,500
From June 9, 2014
through July 29, 2014
, pursuant to a bond purchase agreement
with the Purchasers (the "Bond Agreement"), the Company conducted additional
closings for an aggregate of $1,210,000
to a total of 19 accredited investors.
Such Bonds mature on October 15, 2014
(the "Maturity Date"), unless voluntarily
converted. On or prior to the Maturity Date, the Purchaser must notify the
Company whether the payment for the Bond will be made in cash or as
payment-in-kind in comparably valued Common Stock of the Company. The Purchasers
may elect to convert the Bonds, including all accrued but unpaid coupon payments
at any time prior to the Maturity Date into restricted shares of Common Stock at
a conversion price of $1.50
per share. In addition to the Bonds, each Purchaser
of the Bonds received equity consideration at a rate of 5,000 shares (the
"Equity Consideration") of Common Stock for each $50,000
Accordingly, the Company issued an aggregate of 121,000 shares of Common Stock
to the Purchasers in connection with such closings.
As of the final closing, the Company received an aggregate amount of $4,058,500
from a total of 70 accredited investors through the issuance of the Bonds and
issued an aggregate of 405,850 shares of Common Stock. The Bonds and Equity
Consideration qualified for exemption under Rule 506(b) promulgated under
Section 4(a)(2) of the Securities Act since the issuance of these securities by
the Company did not involve a "public offering."
In connection with the Offering, the Company retained Accelerated Capital Group,
as the placement agent for the Offering. For acting as placement agent, the
Company agreed to pay Accelerated Capital Group
: (i) a fee in cash up to an
amount equal to ten percent (10%) of the aggregate gross proceeds raised by such
broker in the Private Placement Offering, (ii) a non-accountable expense
allowance of up to two percent (2%) of the aggregate gross proceeds raised by
such broker in the Offering, and (iii) shares of Common Stock equal to an amount
up to ten percent (10%) of the aggregate number of shares of Common Stock issued
in connection with funds raised by the broker in the Offering. As of the final
closing, the Company paid the placement agent an aggregate consideration of
and issued an aggregate of 12,100 shares of Common Stock.
The description of the Offering is qualified in its entirety by reference to the
complete text of the Form of Bond Purchase Agreement and the Form of Bond, which
are filed as Exhibit 4.1 and 4.2 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On July 29, 2014
, the Board of Directors of the Company adopted the Amended and
Restated Bylaws of the Company. The Amended and Restated Bylaws were adopted to
incorporate the following changes: (i) to reflect the current name and offices
of the Company, (ii) to clarify and revise the notice, procedure and voting
requirements for shareholder and director meetings, (iii) to clarify and revise
the procedural requirements regarding director vacancies, appointing, removing
and resignation of directors, (iv) to clarify certain officer positions and
respective roles of certain officers, (v) to clarify and revise the procedural
requirements regarding officer vacancies, appointing, removing and resignation
of officers, (vi) to clarify certain indemnification provisions, (vii) to
clarify certain powers of the Board of Directors, and (viii) to provide
procedural requirements for issuing dividends.
The description of the Amended and Restated Bylaws is qualified in its entirety
by reference to the complete text of the Amended and Restated Bylaws, which is
attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this
Exhibit No. Description
3.1 Amended and Restated Bylaws
4.1 Form of Bond Purchase Agreement
4.2 Form of Bond