Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On September 8, 2024, Staffing 360 Solutions, Inc. (the "Company") entered into a securities exchange agreement (the "Exchange Agreement") with a certain institutional investor (the "Holder") pursuant to which the Company agreed to issue an aggregate of (i) 101,190 shares (the "Shares") of common stock, par value $0.00001 per share (the "Common Stock") and (ii) a pre-funded warrant to purchase up to 411,630 shares of Common Stock (the "Pre-Funded Warrant" and such shares of Common Stock issuable upon exercise of the Pre-Funded Warrant, the "Pre-Funded Warrant Shares" and together with the Shares and the Pre-Funded Warrant, the "Securities"), in exchange for a certain outstanding warrant (the "Warrant") held by the Holder to purchase up to 552,234 shares of Common Stock at an exercise price of $8.30 per share (the "Exchange"). The Company has cancelled the Warrant reacquired in the Exchange and such Warrant will not be reissued. The consummation of the Exchange now permits the Company to consider and execute on strategic options that could, among others, provide shareholder value.

The issuance of the Shares and the Pre-Funded Warrant pursuant to the Exchange Agreement was made in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). Neither the issuance of the Shares or the Pre-Funded Warrant, nor the Pre-Funded Warrant Shares issuable upon the exercise of the Pre-Funded Warrant, has been registered under the Securities Act and as such, the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.