UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 24, 2024

Date of Report (Date of earliest event reported)

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

757 Third Avenue

27th Floor

New York, NY 10017

(Address of principal executive offices)

(646) 507-5710

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amendment No. 34 to Credit and Security Agreement with MidCap

On December 24, 2024, Staffing 360 Solutions, Inc. (the “Company”) entered into Amendment No. 34 to Credit and Security Agreement and Limited Waiver (“Amendment No. 34”), effective as of December 20, 2024, by and among the Company, as Parent, Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”), Faro Recruitment America, Inc., a New York corporation, Lighthouse Placement Services, Inc., a Massachusetts corporation, Key Resources, Inc., a North Carolina Corporation, Headway Workforce Solutions, Inc., a Delaware corporation, Headway Employer Services LLC, a Delaware limited liability company, Headway Payroll Solutions, LLC, a Delaware limited liability company, Headway HR Solutions, Inc., a New York corporation, and NC PEO Holdings, LLC, a Delaware limited liability company, collectively, as borrowers (the “Borrowers”), and MidCap Funding IV Trust, as agent for the lenders (as successor by assignment to MidCap Funding X Trust, “MidCap”) and the lenders party thereto from time to time (the “Lenders”), which such Amendment No. 34 amends that certain Credit and Security Agreement, dated as of April 8, 2015 (as amended and restated, supplemented, or otherwise modified from time to time, the “Credit and Security Agreement”), by and among the Borrowers, the Agent and the Lenders. Pursuant to Amendment No. 34, the Commitment Expiry Date (as defined in the Credit and Security Agreement) is extended to December 27, 2024.

The foregoing description of Amendment No. 34 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 34, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Limited Consent to Intercreditor Agreement

On December 24, 2024, in connection with Amendment No. 34, the Company entered into a Limited Consent (the “Limited Consent”) to the Intercreditor Agreement, dated as of September 15, 2017, as amended, by and between the Company and Jackson Investment Group, LLC, which such Limited Consent permits the Company’s entry into Amendment No. 34.

On December 27, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on November 14, 2024, the record date for the Annual Meeting, there were (i) 1,530,738 shares of common stock issued and entitled to vote on the proposals described below and (ii) 9,000,000 shares of Series H Convertible Preferred Stock issued, which were entitled to vote on an “as converted” basis on the proposals described below, representing voting power equal to 35,002 shares of common stock. The matters described below were submitted to a vote of the holders of the Company’s common stock at the Annual Meeting. Each proposal is described in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 18, 2024.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.