Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

STAFFING 360 SOLUTIONS, INC.

(Name of Issuer)

 

Common stock, par value $0.00001 per share

(Title of Class of Securities)

 

852387109

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

	☐ Rule 13d-1(b)
	☒ Rule 13d-1(c)
	☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

 

Brendan Flood

c/o Staffing 360 Solutions, Inc.

757 Third Ave, 27th Floor

New York, New York 10017

(646) 507-5715

 

 

 

CUSIP No. 852387109

1. Names of Reporting Persons.   Brendan Flood

2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐

3. SEC Use Only

4. Citizenship or Place of Organization   Republic of Ireland

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power   287,770 (1)
	6. Shared Voting Power   0
	7. Sole Dispositive Power   287,770 (1)
	8. Shared Dispositive Power   0

9. Aggregate Amount Beneficially Owned by Each Reporting Person   287,770 (1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11. Percent of Class Represented by Amount in Row (9)   3.7% (2)

12. Type of Reporting Person (See Instructions)   IN

 

	(1)	Includes 50,320 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer.
	(2)	Based upon an aggregate of (i) 7,812,100 shares of Common Stock of the Issuer outstanding as of January 8, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on January 9, 2024, and (ii) 50,320 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer.

 

 

Item 1.

 

(a) Name of Issuer

 

Staffing 360 Solutions, Inc. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices

 

757 Third Ave, 27th Floor

New York, New York 10017

 

 

Item 2.

 

(a) Name of Person Filing

 

Brendan Flood

 

(b) Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of the reporting person is c/o Staffing 360 Solutions, Inc., 757 Third Ave, 27th Floor, New York, New York 10017.

 

(c) Citizenship

 

See Item 4 on the cover page(s) hereto.

 

(d) Title of Class of Securities

 

Common stock, par value $0.00001 per share (“Common Stock”)

 

(e) CUSIP Number

 

852387109

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

	(a)	☐	A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	An investment company registered under Section 8 of the Investment Company Act of  1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance  Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section  3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

 

 

Item 4.

Ownership

 

	(a)	Amount beneficially owned: See Item 9 on the cover page(s) hereto.
	(b)	Percent of class: See Item 11 on the cover page(s) hereto.
	(c)	Number of shares as to which such person has:

 

	(i)	Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
	(ii)	Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
	(iii)	Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
	(iv)	Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

  

 

Item 5.

Ownership of 5% or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

  

 

Item 6.

Ownership of More than 5% on Behalf of Another Person

 

Not Applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

 

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

 

Item 10.

Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Date:	February 14, 2024	Brendan Flood
			/s/ Brendan Flood