STANDEX INTERNATIONAL CORP/DE/MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

Employee Solutions 360, Inc.: Entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement for registrant, unregistered sale of securities, material modification of equity holders, financial statements and expositions (Fig. 8-K)

Part 1.01 Getting into right into a definitive materials settlement.

Observe the acquisition settlement with Jackson Funding Group, LLC

on me October 27 2022And the Recruitment 360 Options, Inc. (the “Firm”) has entered into a 3rd amended and restated Observe Buy Settlement (the “Modified Observe Buy Settlement”) with Jackson Funding Group, LLC (“Jackson”), which has amended and redrafted the amended and redrafted Second Buy Settlement, dated October 26, 2020as amended, by and between the Firm and Jackson, and issued to Jackson, is the third oldest modified and restated 12% secured promissory be aware, with a remaining principal stability of approx. $9.0 million (“Jackson’s Observe”). In reference to the amended buy settlement, the Firm has paid or agreed to pay sure charges to Jackson, together with cheap charges to Jackson’s authorized counsel and his different advisers.

Underneath the phrases of the revised Notes Buy Settlement and Jackson’s be awareThe Firm shall pay curiosity on the Jackson Observe at an annual charge of 12% and within the occasion the Firm fails to pay at the very least 50% of the principal stability due within the Jackson Discover via October 27, 2023, then the curiosity on the principal stability owed to the Jackson Observe continues to accrue at 16% yearly of the principal stability owed to the Jackson Observe till the Jackson Observe invoice is paid in full. The modified be aware buy settlement additionally extends the due date of the Jackson Observe from October 28, 2022 to me October 14, 2024.

As well as, topic to the phrases of the Revised Observe Buy Settlement, till all curiosity and principal charges payable pursuant to the Revised Observe Buy Settlement and the Jackson Memorandum (or some other substantial promissory be aware delivered by Firm to Jackson in substitution, substitution or substitution of the Jackson Memorandum) (along with With different paperwork executed in reference to the amended buy settlement, collectively, the “Notes Paperwork”) are paid in full by the Firm and are now not excellent, Jackson shall have the primary name of fifty% of the online proceeds from all frequent inventory elevating the conduct of the Firm, which shall Use it to repay any excellent obligations owed in accordance with the Notes Paperwork. Jackson Insurance coverage continues to be famous by all property of the Firm and its subsidiaries in accordance with the amended and restated safety settlement with Jackson, dated September 15, 2017as amended, and as amended underneath the Omnibus Settlement (as outlined under) at October 27 2022.

The Amended Observe Buy Settlement incorporates typical default occasions of a high-ranking secured mortgage, together with, amongst different default occasions, (i) failure to pay curiosity and principal in a well timed method, (ii) different breaches and breaches of the Settlement adjusted buy, (3) chapter and insolvency occasions affecting the Firm and/or its subsidiaries, and (4) a fabric opposed impact on the Firm. Along with the same old cures of main secured lenders after an occasion of default, Jackson might have the Firm have interaction a monetary advisor to supply analyzes of the Firm’s valuation as a going concern and analyzes of strategic alternate options which may be accessible to the Firm. The Firm will probably be obligated to supply all such evaluation to Jackson.

The acquisition settlement amended within the be aware additionally incorporates limitations in opposition to incurring extra debt, paying dividends or different distributions (whether or not in money, securities or different property) on any of our pursuits, paying off money owed, mergers or consolidations, or sale of property or change. In supervisory and monetary commitments.

The foregoing descriptions of the Modified Observe Buy Settlement and the Jackson Observe are usually not presupposed to be full and eligible of their entirety by reference to the complete textual content of the Modified Observe Buy Settlement and the Jackson Observe, copies of that are connected as browser 10.1 and Determine 10.2, respectively, and are included herein by reference.

Complete Modification and Reconfirmation Settlement with Jackson

on me October 27 2022in reference to the amended Notes Buy Settlement, the Firm has entered right into a complete modification and reconfirmation settlement (the “Omnibus Settlement”) with Jackson, which modifies, amongst different issues, (i) the amended and restated enterprise settlement, dated September 15, 2017as amended and (ii) the amended and redrafted Mortgage Settlement, dated
September 15, 2017as amended, to mirror sure phrases as up to date and modified underneath the amended buy settlement.

The foregoing description of the Omnibus Settlement isn’t presupposed to be totally certified by reference to the complete textual content of the Omnibus Settlement, a replica of which is connected in Exhibit 10.3 and is included herein by reference.

Modification of Guarantee Settlement with Jackson

on me October 27 2022in reference to getting into right into a modified Notes Buy Settlement, the Firm entered into Modification No. 4 (“Modification No. 4”) to the amended and restated Guarantee Settlement, dated 25 April 2018 (as amended previous to Modification No. 4, “Present Observe”), with Jackson. In accordance with the current order and after the activation of the reverse inventory cut up 1 for six, which the corporate implements in June 30, 2021 and a reverse inventory cut up 1 for 10, executed by the corporate on 23 June 2022Jackson has the best to buy 15,093 shares of frequent inventory on the train worth $60.00 for every share. Pursuant to Modification No. 4, the present order train worth has been decreased to $3.06 per share and the time period is prolonged to January 26, 2028.

The earlier description of Modification No. 4 isn’t presupposed to be full and. . .

Part 2.03 Create a direct monetary obligation or obligation underneath an off-balance sheet association for the registrant.

The data set forth in Part 1.01 referring to the Revised Buy Settlement, the Jackson Observe, and Modification No. 27 is hereby included by reference to this Part 2.03.

Clause 3.02 Unrecorded gross sales of Cash payments.

on me October 27 2022, in reference to the amended buy settlement, the Firm has issued to Jackson (1) 100,000 shares of the Firm’s frequent inventory (“Jackson Shares”) and (2) a warrant (“Jackson’s Observe”) to buy as much as 24,332 shares of frequent inventory at an train worth of three.06 per share. . The memorandum will be exercised after six months of October 27 2022 and finish in October 27, 2027. The problem of Jackson shares and the Jackson Order underneath the registration necessities of the Securities Act of 1933, as amended, haven’t been registered in accordance with the exemption set forth in Part 4(a)(2) thereof and Rule 506(b) of Regulation D underneath which transactions by the issuer don’t contain on a basic provide. In accordance with the amended Notes Buy Settlement, the corporate is required to file a resale registration assertion with Securities and Trade Fee Covers the resale of Jackson Shares and shares of frequent inventory which can be issued when the Jackson Order is exercised no later than 60 days after October 27 2022and use all cheap efforts to make this Registration Assertion efficient thereafter. The foregoing description of the Jackson Order isn’t claimed to be full and totally certified by reference to the complete textual content of the Jackson Order, a replica of which is connected to this doc in Exhibit 4.1 and is included right here for reference.

Part 3.03 Modification of Articles on Rights of Securities Holders.

The data required by this Part 3.03 is contained in Part 1.01 and included by reference.

Merchandise 9.01 Monetary statements and exhibitions.


(d) Reveals.



Exhibit No.   Description
4.1             Warrant Settlement, dated October 27, 2022, by and between the
              Firm and Jackson Funding Group, LLC.
10.1*           Third and Amended and Restated Observe Buy Settlement, dated
              October 27, 2022, by and between the Firm and Jackson Funding
              Group, LLC.
10.2            Third Amended and Restated Senior Secured 12% Promissory Observe
              issued on October 27, 2022 to Jackson Funding Group, LLC.
10.3*           Omnibus Modification and Reaffirmation Settlement, dated October 27,
              2022, by and between Staffing 360 Options, Inc. and Jackson
              Funding Group, LLC.
10.4            Modification No. 4, dated October 27, 2022, to Amended and Restated
              Warrant Settlement, by and between Staffing 360 Options, Inc. and
              Jackson Funding Group, LLC.
10.5*           Modification No. 27 to the Credit score and Safety Settlement, dated
              October 27, 2022, by and between Staffing 360 Options, Inc. and
              MidCap Funding X Belief.
10.6            Fifth Modification to Intercreditor Settlement, dated October 27,
              2022, by and amongst Staffing 360 Options, Inc., Jackson Funding
              Group, LLC and MidCap Funding X Belief.
104           Cowl Web page Interactive Information File (embedded inside the Inline XBRL
              doc)



* Sure schedules (and related attachments) to this providing pursuant to Part 601(a)(5) of the SK Laws underneath the Securities Act of 1933, as amended, have been omitted as a result of they don’t include funding or voting resolution informational materials and such data has not been disclosed In one other method within the presentation or disclosure doc. Registrar hereby agrees to supply a replica of all deleted Schedules (or related attachments) to Securities and Trade Fee Upon her request.

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