Staffing 360 Solutions, Inc.

Item 1A. Risk Factors.

The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in Item 1A. Risk Factors of our Annual Report on Form 10-K filed with the SEC on June 11, 2024. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report on Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in Part I, Item 1, Financial Statements and Part I, Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

Risks Relating to our Common Stock

We may not meet the continued listing requirements of Nasdaq, which could result in a delisting of our common stock.

As previously reported, on May 22June 20, 2024, we received a letter from the Staff of the Listing Qualifications Staff (the Staff)Department of Nasdaq notifying us that as we had not yet filed its Form 10-Q for the period ended March 30, 2024 pursuant to Nasdaq Listi(the Staff) indicating Rule 5250(c)(1) (the Rule), such matter serves as a basis for delisting our securities from Nasdaq.

Othat we were no longer in July 17, 2023, the Ccompany received a letter from the Listing Qualifications Staff (the Staff) of the Nasdaq Stock Market (Nasdaq) indicating that, based upon liance with the closing bid price of the Companys commonminimum stock for the 30 consecutive business day period between June 1, 2023, through July 14, 2023, the Company did not meet tholders equity requirement (the mMinimum bid price of $1.00 per share rStockholders Equity Requiredment) for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicab)(1), which such rule requires listed that the Ccompany will be provided with a compliance periodies to maintain stockholders equity of 180 calendar days,at least $2,500,000 or until January 15, 2024 (the Cmeet the alternative compliance Period), in which standards relating to regain compliance pursuant to Nasdaq Listhe market value of listed securities or net income from conting Rule 5810(c)(3)(A). uing operations.

On January 16August 13, 2024, we were advisedfollowing that we qualified for an additional 180 calendar days within which te Staffs review of our plan to regain compliance, under Listing Rule 5810(c)(3)(A) which brought the compliance deadline to with the Minimum Stockholders Equity Requirement submitted on July 15ne 14, 2024. On July 2, and on August 5, 2024, the Company we received notification from Nasdaq that a letter (the Company has regained compliance with Listing Rule 5550(a)(2).

On December 27, 2023, the Company held its annual meeting of stockholders (the Annual MeeNotice) indicating that the Staff determined to deny our request for conting). At the Annual Meeued listing a proposal was made, and approved, to effect a reverse stock split of all of on Nasdaq. Pursuant to the outstanding shares ofNotice, based on the Companys Common Stock, in a ratio in the rangpreliminary nature of 1-for-2 to 1-for-20, with such ratio to be our plan, the Staff determined by the Board of Directors of the Company in its discretion and included in a public announcement,that we did not provide a definitive plan evidencing our ability to achieve near term compliance within twelve months of the vote taking effec the Minimum Stockholders Equity Requirement. At a meeting We requested an appeal of the Board of Directors, held on May 28, 2024, Staffs determination, and a hearing before the reverse split ratioNasdaq Hearings Panel (the Panel) was approved at 1-for-10. held on October 3, 2024.

On June 12October 8, 2024, the Company notified we received a letter from the Nasdaq Listing Center of its intention to move forward withHearings Panel (Panel) indicating that the reverse stock split. SubjecPanel determined to grant our request to the approval ofcontinue our listing on Nasdaq, the effective date of the reverse and the commencemensubject to certain milestones being met of trading under a new CUSIP was June 26n November 1, 2024, and December 31, 2024.

Although we expect to take actions intended to restore our compliance with the listing requirements, we can provide no assurance that any action taken by us would be successful. If Nasdaq delists our common stock from trading on its exchange for failure to meet Nasdaqs listing standards for continued listing, an investor would likely find it significantly more difficult to dispose of or obtain our shares, and our ability to raise future capital through the sale of our shares or issue our shares as consideration in acquisitions could be severely limited. Additionally, we may not be able to list our common stock on another national securities exchange, which could result in our securities being quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our common stock and reduced liquidity for the trading of our securities. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.