Item 1.01 Entry Into a Material Definitive Agreement.
Note Purchase Agreement with
On
Under the terms of the Amended Note Purchase Agreement and
In addition, pursuant to the terms of the Amended Note Purchase Agreement, until
all principal interest and fees due pursuant to the Amended Note Purchase
Agreement and the Jackson Note (or any other senior promissory note delivered by
the Company to Jackson in substitution, replacement or exchange for the Jackson
Note) (together with the other documents executed in connection with the Amended
Note Purchase Agreement, collectively, the "Note Documents") are paid in full by
the Company and are no longer outstanding, Jackson shall have a first call over
50% of the net proceeds from all common stock equity raises the Company
conducts, which shall be used to pay down any outstanding obligations due
pursuant to the Note Documents. The Jackson Note continues to be secured by
substantially all of the Company and its subsidiaries' assets pursuant to the
Amended and Restated Security Agreement with Jackson, dated
The Amended Note Purchase Agreement contains customary events of default for a senior secured loan including, among other events of default, (i) failure to timely pay interest and principal, (ii) other breaches and violation of the Amended Note Purchase Agreement, (iii) bankruptcy and insolvency events affecting the Company and/or its subsidiaries, and (iv) the occurrence of a material adverse effect on the Company. In addition to customary remedies for senior secured lenders following an event of default, Jackson has the right to cause the Company to engage a financial advisor to provide valuation analyses of the Company as a going concern and analyses of strategic alternatives that may be available to the Company. The Company will be obligated to provide all such analyses to Jackson.
The Amended Note Purchase Agreement also contains restrictions against incurrence of additional debt, payment of dividend or other distribution (whether in cash, securities or other property) on any of our equity interest or repayment of debt, consolidations, mergers, sales of assets or change in control and financial covenants.
The foregoing descriptions of the Amended Note Purchase Agreement and the Jackson Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Note Purchase Agreement and the Jackson Note, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Omnibus Amendment and Reaffirmation Agreement with Jackson
On
The foregoing description of the Omnibus Agreement does not purport to be complete is qualified in its entirety by reference to the full text of the Omnibus Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Amendment to Warrant Agreement with Jackson
On
The foregoing description of Amendment No. 4 does not purport to be complete and . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 related to the Amended Note Purchase Agreement, the Jackson Note and Amendment No. 27 is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
On
Item 3.03 Material Modification to Rights of Security Holders.
The information required by this Item 3.03 is contained in Item 1.01 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
4.1 Warrant Agreement, datedOctober 27, 2022 , by and between the Company andJackson Investment Group, LLC . 10.1* Third and Amended and Restated Note Purchase Agreement, datedOctober 27, 2022 , by and between the Company andJackson Investment Group, LLC . 10.2 Third Amended and Restated Senior Secured 12% Promissory Note issued onOctober 27, 2022 toJackson Investment Group, LLC . 10.3* Omnibus Amendment and Reaffirmation Agreement, datedOctober 27, 2022 , by and betweenStaffing 360 Solutions, Inc. andJackson Investment Group, LLC . 10.4 Amendment No. 4, datedOctober 27, 2022 , to Amended and Restated Warrant Agreement, by and betweenStaffing 360 Solutions, Inc. andJackson Investment Group, LLC . 10.5* Amendment No. 27 to the Credit and Security Agreement, datedOctober 27, 2022 , by and betweenStaffing 360 Solutions, Inc. andMidCap Funding X Trust . 10.6 Fifth Amendment to Intercreditor Agreement, datedOctober 27, 2022 , by and amongStaffing 360 Solutions, Inc. ,Jackson Investment Group, LLC andMidCap Funding X Trust . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain of the schedules (and similar attachments) to this Exhibit have been
omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities
Act of 1933, as amended, because they do not contain information material to an
investment or voting decision and that information is not otherwise disclosed in
the Exhibit or the disclosure document. The registrant hereby agrees to furnish
a copy of all omitted schedules (or similar attachments) to the
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