Staffing 360 Solutions (STAF) Prices 657.9K Share Private Placement at $6.10/sh
Staffing 360 Solutions, Inc. (NASDAQ: STAF) announced today that it has entered into a securities purchase agreement with several institutional investors to purchase 657,858 shares of common stock (or common stock equivalents) and warrants to purchase up to an aggregate of 657,858 shares of common stock in a private placement priced at-the-market under Nasdaq rules. The purchase price for one share of common stock (or common stock equivalent) and one warrant to purchase one share of common stock is $6.10. The warrants have an exercise price of $5.85 per share, will be immediately exercisable, and will expire five and one-half years from the date of issuance. The gross proceeds from the private placement are expected to be approximately $4 million. The offering is expected to close on or about July 6, 2022, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
Staffing 360 intends to use the net proceeds received from the offering for general working capital purposes.
The Company also has agreed that certain existing warrants to purchase up to an aggregate of 657,858 shares of common stock of the Company that were previously issued to those investors, with exercise prices ranging from $18.50 to $38.00 per share and expiration dates ranging from July 22, 2026 to November 1, 2026, will be amended effective upon the closing of the private placement so that the amended warrants will have a reduced exercise price of $5.85 per share and will expire five and one-half years following the closing of the private placement offering.
The offer and sale of the foregoing securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities in the private placement may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
Under an agreement with the investors, Staffing 360 is required to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of the common stock and the shares of common stock underlying the warrants in the private placement no later than 15 days following the date of the agreement and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the agreement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
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