If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
.
CUSIP No. 095428108
|
13D
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Page 2 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Jackson Investment Group, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
20-5783109
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Georgia, United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
_________
|
8
|
SHARED VOTING POWER:
4,955,577
(1)
|
9
|
SOLE DISPOSITIVE POWER:
_________
|
10
|
SHARED DISPOSITIVE POWER:
4,955,577
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,955,577
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.08%
(2)
|
14
|
TYPE OF REPORTING PERSON:
OO
|
|
(1)
|
Includes 3,150,000 shares which may be purchased upon exercise of that certain Warrant, dated January
26, 2017 between Jackson Investment Group, LLC and Staffing 360 Solutions, Inc. which is first exercisable on July 26, 2017.
|
|
(2)
|
Based on 9,739,795 shares of Common Stock outstanding at January 12, 2017, as reported in
the Issuer’s Form 10-Q on January 13, 2017.
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CUSIP No. 095428108
|
13D
|
Page 3 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS:
RICHARD L. JACKSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS:
AF
(3)
PF
(4
)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
721
|
8
|
SHARED VOTING POWER:
4,955,577
(1)
|
9
|
SOLE DISPOSITIVE POWER:
721
|
10
|
SHARED DISPOSITIVE POWER:
4,955,577
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,956,298
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.09%
(2)
|
14
|
TYPE OF REPORTING PERSON:
IN; HC
|
|
(1)
|
Includes 3,150,000 shares which may be purchased upon exercise of that certain Warrant, dated January
26, 2017 between Jackson Investment Group, LLC and Staffing 360 Solutions, Inc. which is first exercisable on July 26, 2017.
|
|
(2)
|
Based on 9,739,795 shares of Common Stock outstanding at January 12, 2017, as reported in
the Issuer’s Form 10-Q on January 13, 2017.
|
|
(3)
|
With respect to all shares other than the 721 shares referenced in footnote 4 that are reported
herein.
|
|
(4)
|
With respect to the 721 shares personally owned by Rick Jackson reported in lines 7 and
9 above.
|
CUSIP No. 095428108
|
13D
|
Page 4 of 7 Pages
|
EXPLANATORY NOTES
This Amendment No. 1 to
Schedule 13D (this “Amendment No. 1”) is being filed jointly by Jackson Investment Group, LLC (“JIG”) and
Richard L. Jackson and amends the statement on the Schedule 13D that was originally filed jointly by JIG and Richard L. Jackson
with the Securities and Exchange Commission (the “Commission”) on February 7, 2017 (the “Statement”), with
respect to the common stock, par value $0.00001, of Staffing 360 Solutions, Inc. (the “Company”).
This Amendment No. 1 amends
the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise
defined herein shall have the meaning assigned to such term in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement
is hereby amended and supplemented by adding the following:
On November 11, 2016,
Richard L. Jackson personally acquired 721 shares of Common Stock on the open market using his personal funds.
On March 14, 2017
the Company and JIG amended the Warrant pursuant to that certain Amendment 1 to Warrant Agreement (the “Amended
Warrant Agreement”) which is Exhibit 2 hereto and incorporated herein by reference.
|
Item 4.
|
Purpose of Transaction
|
Item 4 of the Statement
is hereby amended and restated to read as follows:
Based on further consideration
of the Issuer’s business, assets and prospects and other relevant factors after its initial investment in the Company on
January 26, 2017, JIG, on March 23, 2017, delivered a non-binding letter to the Board of Directors of the Company (the
“Board”) indicating an interest in discussing with the Board the potential acquisition of all the Company’s shares
of Common Stock (the “March 23 Letter”). Under the potential transaction, JIG would acquire all of the outstanding
shares of Common Stock not already beneficially owned by the Reporting Persons at a price of $1.10 per share (the “Potential
Transaction”). The Potential Transaction would be subject to the approval of the Board and the Reporting Persons and the
negotiation and execution of mutually agreeable definitive transaction documents acceptable to the Board and the Reporting Persons
and certain other conditions contained in the March 23 Letter. No assurances can be given that any transaction will be consummated,
whether on the terms outlined in the March 23 Letter or at all.
The foregoing summary
does not purport to be or contain a complete description of the March 23 Letter, a copy of which is filed as Exhibit 1 to
this Amendment No. 1 and incorporated herein by this reference.
CUSIP No. 095428108
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13D
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Page 5 of 7 Pages
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Other than as described
above, The Reporting Persons have no plans or proposals which relate to or would result in any of the events described in (a) through
(j) of Item 4, except as described herein and as follows. The Reporting Persons are continually reviewing their interest in the
Issuer. Depending upon (u) the Issuer’s businesses, assets and prospects and the outcome of discussions with the Board regarding
a Potential Transaction, (v) the contractual provisions, limitations and other terms of JIG’s financing-related agreements
with the Issuer, (w) other plans and requirements of the Reporting Persons, (x) general economic conditions and overall market
conditions and the ability of the Reporting Persons to carry out transactions without liability under Section 16 of the Securities
and Exchange Act, (y) the price at which shares of Common Stock are available (1) for purchase, including through private or public
market offerings or pursuant to the purchase rights of the various derivative securities held by JIG as reported herein, or (2)
for sale, and (z) availability of alternative investment opportunities and the Reporting Persons’ investment strategy at
the time, the Reporting Persons may seek to pursue the Potential Transaction with the Company or to not pursue the Potential Transaction
and instead decrease their holdings of Common Stock, and may seek to engage in communications with management or the Board of Directors
of the Issuer or with other stockholders of the Issuer concerning the Issuer’s businesses, prospects, operations, strategy,
personnel, directors, ownership and capitalization, and either individually or together with others may make additional proposals
with respect to the Issuer that may involve one or more of the types of transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Subparts (a) and (b) of
Item 5 of the Statement are hereby amended and restated to read as follows:
(a) Pursuant
to Rule 13d-3 of the Securities Exchange Act, JIG may be deemed to beneficially own 4,955,577 shares of Common Stock, which constitutes
approximately 34.08% of the outstanding shares of Common Stock (assuming the exercise of the Warrant and other rights to acquire
shares of Common Stock held by the Reporting Persons as contemplated in Rule 13d-3, excepting any Interest Conversion Shares).
Of the shares deemed to be beneficially owned 3,150,000 are not outstanding but are subject to a right to be acquired by JIG which
is not exercisable until July 26, 2017.
Pursuant to Rule 13d-3 of the Securities Exchange
Act, Richard L. Jackson may be deemed to beneficially own 4,956,298 shares of Common Stock, which constitutes approximately 34.09%
of the outstanding shares of Common Stock (assuming the exercise of the Warrant and other rights to acquire shares of Common Stock
held by the Reporting Persons as contemplated in Rule 13d-3, excepting any Interest Conversion Shares). Of the shares deemed to
be beneficially owned 3,150,000 are not outstanding but are subject to a right to be acquired by JIG which is not exercisable until
July 26, 2017.
With the exception of the 721 shares personally
owned, Richard L. Jackson disclaims beneficial ownership of all of the shares reported to be beneficially owned by him except to
the extent of his pecuniary interest therein.
(b) The
Reporting Persons share the power to vote and direct the disposition of all 4,955,577 shares of Common Stock reported as being
beneficially owned. Richard L. Jackson has the sole power to vote and direct the disposition of the 721 shares of Common Stock
reported as being beneficially owned by him.
CUSIP No. 095428108
|
13D
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Page 6 of 7 Pages
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
|
Item 6 of the Statement is hereby amended and supplemented by adding the following:
On March 14, 2017, the parties entered into
the Amended Warrant Agreement (Exhibit 2 hereto and incorporated herein by reference) which includes language to (a) prevent JIG
from beneficially owning in excess of 19.9% of the number of shares of Common Stock outstanding immediately after giving effect
to such issuance or (b) controlling in excess of 19.9% of the total voting power of the Company's securities outstanding immediately
after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock, unless
and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq rules (“Stockholder
Approval”).
As part of the Amended Warrant Agreement, the
Company agrees to submit a proposal seeking Stockholder Approval at a meeting to be held on or before July 15, 2017, and if unsuccessful
at that meeting then upon request of JIG not more often than once every six (6) months. The Company further agrees in connection
with each such meeting to make a recommendation of management to stockholders in favor of approval of the proposal, and to use
its customary efforts to solicit proxies from stockholders in favor of the proposal.
|
Item 7.
|
Material to be filed as Exhibits.
|
Item 7 is further amended
and supplemented by adding the following exhibits:
Exhibit 1 Letter
to the Board of the Company, dated March 23, 2017
Exhibit 2 Amended
Warrant Agreement, dated March 14, 2017, between the Company and JIG (attached as Exhibit 10.1 to the 8-K filed by the Company
(File No. 001-37575) with the Commission on March 20, 2017 and incorporated by reference)
Exhibit 3 Joint
Filing Agreement dated February 6, 2017 (attached as Exhibit 99.6 to the Schedule 13D filed by the Reporting Persons (File No.
005-86738) with the Commission on February 6, 2017 and incorporated herein by reference)
CUSIP No. 095428108
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13D
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Page 7 of 7 Pages
|
Signatures
After reasonable inquiry
and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 23, 2017
|
JACKSON INVESTMENT GROUP, LLC
|
|
|
|
|
By:
|
/s/Richard L. Jackson
|
|
|
Richard L. Jackson, Chief Executive Officer
|
Dated: March 23, 2017
|
/s/Richard L. Jackson
|
|
Richard L. Jackson
|