Staffing 360 Solutions Announces Pricing of $2.5 million Public Offering of Common Stock

Rhea-AI Summary

Staffing 360 Solutions, Inc. (NASDAQ: STAF) has priced an underwritten public offering of 4,188,405 shares of common stock at $0.60 per share, aiming to raise approximately $2.5 million. The company plans to allocate 75% of the proceeds to redeem some of its outstanding notes due September 30, 2022, and the remaining 25% for redeeming Series E Preferred Stock. The underwriter also holds a 30-day option to purchase an additional 628,260 shares. The offering is expected to close around December 29, 2020, subject to customary conditions.

Positive

• Offering size of approximately $2.5 million may strengthen the company's financial position.
• 75% of proceeds directed towards redeeming outstanding notes, improving debt profile.
• Potential reduction of Series E Preferred Stock may enhance shareholder value.

Negative

• Dilution risk for existing shareholders due to new share issuance.
• Market volatility may affect the successful closing of the offering.

NEW YORK, Dec. 23, 2020 (GLOBE NEWSWIRE) -- Staffing 360 Solutions, Inc. (NASDAQ: STAF), a staffing company executing an international buy-integrate-build strategy through the acquisition of staffing organizations in the United States and the United Kingdom, today announced that it has priced its previously announced underwritten public offering of 4,188,405 shares of its common stock at a public offering price of $0.60 per share, for aggregate gross proceeds of approximately $2.5 million. In addition, Staffing 360 Solutions has granted the underwriter a 30-day option to purchase up to an additional 628,260 shares of common stock at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about December 29, 2020, subject to customary closing conditions.

The Company intends to use 75% of the net proceeds from the proposed offering to redeem a portion of its outstanding note due September 30, 2022, and 25% of the net proceeds from this offering to redeem a portion of its Series E Preferred Stock.

H.C. Wainwright & Co. is acting as sole book-running manager for the offering.

A shelf registration statement on Form S-3 (File No. 333-230503) relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on April 11, 2019. The offering of the shares of common stock is being made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC's website located http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus will be filed with the SEC and may be obtained, when available, from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by calling (646) 975-6996 or by emailing placements@hcwco.com or at the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Staffing 360 Solutions, Inc.
Staffing 360 Solutions, Inc. is engaged in the execution of an international buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States and United Kingdom. For more information, visit www.staffing360solutions.com.

Forward-Looking Statements
This press release contains forward-looking statements, which may be identified by words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control, and cannot be predicted or quantified, and include, among others, statements regarding the consummation of the public offering, the satisfaction of customary closing conditions related to the public offering and the intended use of net proceeds from the public offering; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, market and other conditions; the Company’s ability to retain the listing of its common stock on the Nasdaq Capital Market; the geographic, social and economic impact of COVID-19 on the Company’s ability to conduct its business and raise capital in the future when needed; weakness in general economic conditions and levels of capital spending by customers in the industries the Company serves; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of customer capital projects or the inability of the Company’s customers to pay the Company’s fees; the termination of a major customer contract or project; delays or reductions in U.S. government spending; credit risks associated with the Company’s customers; competitive market pressures; the availability and cost of qualified labor; the Company’s level of success in attracting, training and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for the Company’s business activities, including, but not limited to, the activities of the Company’s temporary employees; the Company’s performance on customer contracts; negative outcome of pending and future claims and litigation; government policies, legislation or judicial decisions adverse to the Company’s businesses; the Company’s ability to access the capital markets by pursuing additional debt and equity financing to fund its business plan and expenses on terms acceptable to the Company or at all; the Company’s ability to achieve loan forgiveness under Paycheck Protection Program; and the Company’s ability to comply with its contractual covenants, including in respect of its debt agreements, as well as various additional risks, many of which are now unknown and generally out of the Company’s control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Staffing 360 Solutions does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.

Investor Relations Contacts:
Harvey Bibicoff, CEO
Bibicoff + MacInnis, Inc.
(818) 379-8500 x1
harvey@bibimac.com

Terri MacInnis, VP of IR
Bibicoff + MacInnis, Inc.
(818) 379-8500 x2
terri@bibimac.com

 

FAQ

What is the size of the public offering by Staffing 360 Solutions (STAF)?

The public offering size is approximately 4,188,405 shares, priced at $0.60 per share, totaling about $2.5 million.

How will Staffing 360 Solutions use the proceeds from the offering?

The company intends to use 75% of the net proceeds to redeem outstanding notes and 25% to redeem Series E Preferred Stock.

When is the expected closing date for the offering?

The offering is expected to close on or about December 29, 2020, subject to customary closing conditions.

Who is managing the public offering for Staffing 360 Solutions?

H.C. Wainwright & Co. is acting as the sole book-running manager for the offering.

What are the potential risks associated with the offering for STAF shareholders?

There is a risk of dilution for existing shareholders due to the issuance of new shares and potential market volatility affecting the offering's success.