Brendan Flood Provides an Update on Major Developments, Including Recent Market Activity, M&A Strategy and the Company's
Upcoming Special Meeting of Stockholders
NEW YORK, NY --(Marketwired - May 23, 2017) - Staffing 360 Solutions, Inc.
(NASDAQ: STAF), a public company executing a global buy-and-build strategy through the acquisition
of staffing organizations in the United States and in the United Kingdom, today released a letter from Brendan Flood, Executive
Chairman, that reiterates the Company's commitment to growth and provides shareholders with an update on Staffing 360's major
developments and insight into management's expectations for the remainder of 2017.
Dear Employees and Shareholders:
As the Executive Chairman of Staffing 360 Solutions, I wanted to take this time to discuss the Company's numerous recent
developments.
However, before delving into the details of what we have accomplished to date, I'd like to take a brief moment to address our
Nasdaq listing. As I'm sure you are aware, Staffing 360 Solutions has recently been trading below $1.00 per share, which is a
major threshold, not only for investors, but also for the Nasdaq exchange itself, as companies can eventually be delisted for
trading below this threshold after an extended period of time, as discussed in more detail below.
First, let's understand the process and the timeline, since there is a significant amount of cushion built into the process.
The initial period to regain compliance with Nasdaq, as disclosed in our public filings, is from January 25, 2017 to July 24,
2017. If at any time during this 180-day period the closing bid price is at least $1.00 for a minimum of 10 consecutive trading
days, Nasdaq will typically provide written confirmation of compliance and the matter will be closed.
Instead of waiting for this initial deadline, however, the Company intends to be more proactive. This week we will send a
letter to Nasdaq requesting an additional 180-day extension, which is fairly standard and is usually granted as long as the
company meets all other criteria except for price at the end of the initial 180-day period. As of today, the Company meets all of
the requirements for the extension. This letter will outline our plan to achieve the share price threshold before the end of the
initial compliance period, and failing that, our commitment to effect other remedies within the 180-day extension period, if
necessary, to avoid delisting.
Therefore, although there can be no guarantee, our board and our management team fully expect, barring material changes to our
business and current outlook, that we will have another 180 days after July 24, 2017 in which to comply, which would give us
until January 20, 2018. In short, this should provide investors with a strong sense of our timeline and what to expect going
forward, as Staffing 360 Solutions has no intention of delisting.
Now on to other things. Despite our current share price, we are very pleased with where we are on our development plan as we
continue to improve our operations and maximize efficiencies. For this, I commend each and every one of our employees for the
positive results that they deliver on a daily basis.
Some of our milestones bear repeating, so here are just a few that have been achieved over the first four months:
- Over $9 million of financing from Jackson Investment Group, LLC ("JIG").
- In March, we received a buy-out offer from JIG, which was an offer to purchase all of the shares of Staffing 360 Solutions
at $1.10 per share.
- Our M&A Program has been re-invigorated and we now have several prospects that we are reviewing, one of which is at an
advanced stage.
Another major development on the horizon is our upcoming Special Meeting of Stockholders, which is scheduled for June 15,
2017. As mentioned in previous letters, the only proposal that didn't pass at our Annual Shareholder Meeting in January was our
change in domicile from Nevada to Delaware. This proposal had 87.9% of all votes cast in favor of it and 46.2% of total shares in
issue in favor of it, but needed greater than 50% of shares in issue in order for it to be approved. As a result, we are
resubmitting this proposal for your voting consideration. Going forward, this move to Delaware is, inter alia, anticipated to
help streamline costs as we currently need to engage outside Nevada counsel to complete each of our financings and
acquisitions.
In addition to the proposal for our change in domicile to Delaware, the proxy also contains various new proposals relating to
JIG. The new proposals include the approval of JIG owning more than 20% of the Company's common stock, and approval of other
potential financings, which we believe will be beneficial for the Company as we continue to grow and secure more capital in
2017.
All shareholders as of the Company's record date of April 18, 2017 are entitled to vote at the Special Meeting of
Stockholders, which is set for June 15, 2017. We encourage all shareholders to read the proxy statement that was sent to each
shareholder's address of record. Our board of directors strongly recommends that shareholders vote in favor of all proposals.
Even if you voted via proxy recently for our Annual Shareholder Meeting, please vote again to ensure your representation and a
quorum for the Special Meeting.
As I wrap up the end of this letter, I want to reiterate that our management team and board of directors have the utmost
conviction that Staffing 360 Solutions represents a tremendous value, not only today, but across a long-term horizon. As we
continue to implement Staffing 360's M&A strategy, we remain committed to our vision, committed to our employees, and
committed to our loyal shareholders.
Again, if you haven't had a chance yet, we encourage all investors to read our proxy materials and vote in advance of our
Special Meeting so that we have sufficient quorum, either through the mail, via phone at 800-690-6903, or online at: www.proxyvote.com
Respectfully,
Brendan Flood
Executive Chairman
Staffing 360 Solutions, Inc.
Ticker: STAF
About Staffing 360 Solutions, Inc.
Staffing 360 Solutions, Inc. (NASDAQ: STAF) is a public company in the staffing sector engaged
in the execution of an international buy-and-build strategy through the acquisition of domestic and international staffing
organizations in the United States and in the United Kingdom. The Company believes that the staffing industry offers
opportunities for accretive acquisitions that will drive its annual revenues to $300 million. As part of its targeted
consolidation model, the Company is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT,
and Light Industrial staffing space. For more information, please visit: www.staffing360solutions.com.
Follow Staffing 360 Solutions on Facebook, LinkedIn and Twitter.
Forward-Looking Statements
Certain matters discussed within this press release are forward-looking statements. These statements may be identified by
words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or
words of similar meaning. Although Staffing 360 Solutions, Inc. believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Actual results
may vary materially from those expressed or implied by the statements herein, including the goal of achieving annualized revenues
of $300 million, due to the Company's ability to successfully raise sufficient capital on reasonable terms or at all, to
consummate additional target acquisitions, to successfully integrate any newly acquired companies, to organically grow its
business, to successfully defend any potential future litigation, changes in local or national economic conditions, the Company's
ability to comply with its contractual covenants, including in respect of its debt, as well as various additional risks, many of
which are unknown at this time and generally out of the Company's control, and which are detailed from time to time in Staffing
360 Solutions' reports filed 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.
Additional Information for Stockholders
In connection with our proposed change in domicile from Nevada to Delaware, the issuance of shares to Jackson Investment Group
and the potential future issuance of shares in an equity offering, Staffing 360 Solutions, Inc. has filed a definitive proxy
statement and other materials with the SEC. In addition, we may also file other relevant documents with the SEC regarding these
proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement(s) and other documents filed with the SEC by
Staffing 360 Solutions, Inc., at our website, www.staffing360solutions.com, or at the SEC's website, www.sec.gov. The proxy statement(s) and other relevant documents may also be obtained for free from Staffing 360
Solutions, Inc. by writing to Staffing 360 Solutions, Inc., 641 Lexington Avenue, 27th Floor, New York, NY 10022 Attention:
Investor Relations.
Participants in the Solicitation
Staffing 360 Solutions, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the matters discussed above. Information about our directors and executive officers
is set forth in our transition report on Form 10-K/T, as amended, for the transition period ended December 31, 2016, which was
filed with the SEC on April 12, 2017. This document can be obtained from the sources indicated above. Information regarding the
ownership of our directors and executive officers in our shares of common stock, restricted stock and options is included in our
SEC filings on Forms 3, 4, and 5, which can be found through the SEC's website at www.sec.gov. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other
relevant materials to be filed with the SEC when they become available.
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