M&A - Staffing 360 Solutions, Inc.

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000149315225006270

Filing Summary: On February 13, 2025, Staffing 360 Solutions, Inc. held a special meeting of stockholders, which had been adjourned multiple times prior. The meeting involved the voting of 1,643,738 shares of common stock and additional voting rights from 9,000,000 shares of Series H Convertible Preferred Stock. Two main proposals were voted on: the adoption of an Agreement and Plan of Merger with Atlantic International Corp. and A36 Merger Sub, Inc., and the approval for adjourning the Special Meeting to solicit additional proxies for the merger vote if necessary. The merger proposal received 846,432 votes in favor and 11,068 against, while the adjournment proposal saw 842,076 in favor and 14,142 against. No other matters were considered during the meeting.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000149315225006007

Filing Summary: On February 10, 2025, at a special meeting, Staffing 360 Solutions, Inc. stockholders approved the Adjournment Proposal to solicit additional proxies for a Merger Agreement with Atlantic International Corp. and A36 Merger Sub, Inc. The meeting was originally adjourned on February 3, 2025, to February 10, 2025, to facilitate this process. A quorum was present with 717,152 shares voted, resulting in 705,475 shares voting for the Adjournment Proposal, while only a handful voted against or abstained. The meeting has been further adjourned until February 12, 2025, to continue soliciting votes. The Company also received a delisting notice from Nasdaq, effective February 13, 2025, due to non-compliance with continued listing standards. The Company may appeal this decision within 15 days of receiving the decision notice from Nasdaq.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000149315225006120

Filing Summary: On February 3, 2025, Staffing 360 Solutions, Inc. convened a special meeting of stockholders that was adjourned twice, ultimately scheduled to continue on February 12, 2025. The meeting aimed to adopt a Merger Agreement dated November 1, 2024, involving the Company, Atlantic International Corp., and A36 Merger Sub, Inc. Furthermore, the stockholders were presented with a proposal to adjourn the Special Meeting to gather additional proxies if sufficient votes were not attained at the time of the meeting. On February 12, 2025, the stockholders voted to approve the Adjournment Proposal, with 828,626 shares voting in favor, while 14,142 and 4,549 votes were recorded against and abstaining respectively. The meeting is set to reconvene on February 13, 2025, to seek additional proxies regarding the Merger Agreement.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005005

Filing Summary: On February 3, 2025, Staffing 360 Solutions, Inc. convened a special meeting of stockholders to adopt a merger agreement with Atlantic International Corp. and A36 Merger Sub, Inc. The meeting was attended by representatives of 623,668 shares out of 1,643,738 outstanding shares of common stock and 9,000,000 shares of Series H Convertible Preferred Stock. The stockholders approved the Adjournment Proposal, allowing for the reconvening of the meeting on February 10, 2025, to solicit additional proxies necessary for the approval of the Merger Agreement Adoption Proposal. On February 4, 2025, the Company entered into Amendment No. 38 to its Credit and Security Agreement, extending the Commitment Expiry Date to February 13, 2025. The document also details the Limited Consent to the Intercreditor Agreement necessary for this amendment.

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Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000149315225004058

Filing Summary: Staffing 360 Solutions, Inc. filed a supplement to its definitive proxy statement for the 2025 Special Meeting of Stockholders, scheduled for February 3, 2025. The board set January 8, 2025, as the record date for stockholders entitled to vote. The supplement clarifies that there are no expected broker non-votes on the proposals, especially concerning the Merger Agreement Adoption Proposal, as all proposals to be voted on are not considered routine matters. Should broker non-votes occur, they would be counted as votes against the proposal. The document also corrects a typographical error regarding the revocation of proxies, changing the date from January 27, 2025, to February 2, 2025.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000149315225003989

Filing Summary: On January 22, 2025, Staffing 360 Solutions, Inc. entered into a Conversion Agreement and Waiver with Jackson Investment Group, LLC. Under this agreement, the company is set to convert all outstanding principal of two specified senior secured notes into a total of 5,600,000 shares of newly designated Series I Preferred Stock. This action ties into the previously established Agreement and Plan of Merger dated November 1, 2024, involving Atlantic International Corp. and A36 Merger Sub Inc. Additionally, if the average closing price of Atlantic’s common stock remains below $5.00 before the closing of the transactions, Atlantic will issue additional shares of its common stock to Jackson. The Conversion Agreement outlines these terms but refers to the full document for complete details, which is provided as an exhibit.

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Form Type: DEFM14A

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000149315225003664

Filing Summary: Staffing 360 Solutions, Inc. has entered into a Merger Agreement with Atlantic International Corp. and its wholly-owned subsidiary, A36 Merger Sub, Inc. The agreement, dated November 1, 2024, stipulates that Atlantic International will acquire Staffing 360, with Staffing 360 surviving as a subsidiary. As part of the merger, shares of Staffing 360's common and preferred stock will be exchanged for shares of Atlantic International's common stock based on specified exchange ratios: 1.202 for common stock, 0.25 for Series H preferred stock, and 1.00 for Series I preferred stock. The merger will be approved if a majority of Staffing 360's shareholders vote in favor at a special meeting scheduled for February 3, 2025. The board of directors recommends voting 'FOR' the merger proposal and its adjournment proposal. The document serves as a definitive proxy statement for this special meeting, highlighting key details including shareholder rights, instructions for voting, and the importance of the stockholder vote for the completion of the merger. The proxy statement was dated January 23, 2025, and was first mailed on or about January 24, 2025.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000149315225001935

Filing Summary: On January 7, 2025, Staffing 360 Solutions, Inc., Atlantic International Corp., and A36 Merger Sub Inc. signed the First Amendment to the Agreement and Plan of Merger. This Amendment facilitates a Merger, where upon completion, shares of Series H Convertible Preferred Stock and Series I Preferred Stock will be canceled and converted into Atlantic Common Stock based on an Exchange Ratio. A signed settlement agreement with Jackson Investment Group, LLC will accompany this process, forgiving all interest payable to Jackson, and converting a loan into shares of Series I Preferred Stock. Lock-up agreements will apply to shares from the Merger Consideration for a year, with 600,000 shares being freely tradable post-Closing. The Termination Date for the Merger Agreement has been extended to March 31, 2025. Additionally, on January 2 and January 8, 2025, amendments to the Credit and Security Agreement were executed, extending the Commitment Expiry Dates and adjusting financial terms. Details related to the Merger will be filed with the SEC, including relevant materials like a registration statement, which will contain more information for investors.

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