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This prospectus supplement and accompanying prospectus relates to the issuance and sale of up to $3,000,000 of our common stock, par value $0.00001 per share, from time to time to or through our sales agent, Joseph Gunnar & Co., LLC, or Joseph Gunnar. These sales, if any, will be made under an At The Market Offering Agreement, May 11, 2017, between us and Joseph Gunnar, which we refer to as the sales agreement.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, which we refer to as the Securities Act, including sales made directly on the NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker. If expressly authorized by us, Joseph Gunnar may also sell our common stock in privately negotiated transactions. Joseph Gunnar will act as sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market. There are no minimum sale requirements and there are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement and page 2 of the accompanying prospectus.

Joseph Gunnar will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock pursuant to the sales agreement. In connection with the sale of the common stock on our behalf, Joseph Gunnar may, and will with respect to sales effected in an “at the market offering,” be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Joseph Gunnar may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Joseph Gunnar against certain civil liabilities, including liabilities under the Securities Act.

Our common stock is listed on the NASDAQ Capital Market under the symbol “STAF”. The last reported sale price of our common stock on the NASDAQ Capital Market on May 1, 2017 was $0.80 per share.

As of May 1, 2017, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $8,412,572, which amount is based on 10,515,715 shares of outstanding common stock held by non-affiliates and a per share price of $0.80, which was the last reported sale price of our common stock on the NASDAQ Capital Market on May 1, 2017. We have sold securities with an aggregate market value of $3,345,006.55 pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

A registration statement on Form S-3 (File no. 333-208910) utilizing a shelf registration process relating to the securities described in this prospectus supplement was initially filed with the Securities and Exchange Commission, or the SEC, on January 7, 2016 and, as amended, was declared effective on March 22, 2016.

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common stock to certain investors and also adds, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or any document filed prior to the date of this prospectus supplement and incorporated by reference, the information in this prospectus supplement will control. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus supplement or the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition, results of operations and prospects may have changed since the earlier dates. You should read this prospectus supplement, the accompanying prospectus and the documents and information incorporated by reference in this prospectus supplement and the accompanying prospectus when making your investment decision. You should also read and consider the information in the documents we have referred you to under the heading “Where You Can Find More Information; Information Incorporated by Reference.”

You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. This prospectus supplement is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. You should not assume that the information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the accompanying prospectus, respectively, or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any of our securities.

We obtained the industry and market data in this prospectus supplement, the accompanying prospectus and the incorporated documents from our own research as well as from industry and general publications, surveys and studies conducted by third parties. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data.

This summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and accompanying prospectus. This summary does not contain all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the “Risk Factors’ section, starting on page S-3 of this prospectus supplement, as well as the financial statements and the other information incorporated by reference herein before making an investment decision. In this prospectus supplement and the accompanying prospectus, reference to “we,” “us,” “our,” and the “Company” refer to Staffing 360 Solutions, Inc. and its consolidated subsidiaries.

Staffing 360 Solutions, Inc., was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., trading symbol “STAF”, on March 16, 2012. On July 31, 2012, we commenced operations in the staffing sector. As a rapidly growing public company in the international staffing sector, our high-growth business model is based on finding and acquiring suitable, mature, profitable, operating, domestic and international staffing companies. Our targeted consolidation model is focused specifically on the accounting and finance, information technology (“IT”), engineering, administration and light industrial sectors.

We are a Nevada corporation. Our principal executive office is located at 641 Lexington Avenue, 27^th Floor, New York, New York 10022, and our telephone number is (646) 507-5710. Our website is www.staffing360solutions.com, and the information included in, or linked to on, our website are not part of this prospectus. We have included our website address in this prospectus solely as a textual reference.

The following table presents the ratio of our earnings to fixed charges for the periods indicated:

The number of shares of our common stock to be outstanding immediately after the closing of this offering is based on 14,641,979 shares of common stock outstanding as of May 1, 2017 and excludes, as of that date:

Before deciding to invest in our securities, you should consider carefully the following discussion of risks and uncertainties affecting us and our securities, together with other information in this prospectus supplement, the accompanying prospectus, the other information and documents incorporated by reference in this prospectus supplement. If any of the events anticipated by these risks and uncertainties occur, our business, financial condition and results of operations could be materially and adversely affected, and the value of our securities could decline. The risks and uncertainties we discuss in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus are those that we currently believe may materially affect our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may materially and adversely affect our business, financial condition and results of operations.

We have incurred significant losses since our inception and anticipate that we will incur continued losses for the next several years and thus may never achieve or maintain profitability.

We anticipate that we will incur operating losses for the foreseeable future. Because of the numerous risks and uncertainties associated with the staffing industry, we are unable to predict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources, stockholders’ equity and working capital.

Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital, expand our business, maintain our development efforts, diversify our portfolio of staffing companies, or continue our operations. A decline in our value could also cause you to lose all or part of your investment.

We have significant debt that could adversely affect our financial health and prevent us from fulfilling our obligations or put us at a competitive disadvantage.

Our level of debt and the limitations imposed on us by our lenders could have a material impact on investors, including the requirement to use a portion of our cash flow from operations for debt service rather than for our operations and the need to comply with the various covenants associated with such debt. Additionally, we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing. We could also be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions, or we may be disadvantaged compared to competitors with less leverage.

Our debt instruments contain covenants that could limit our financing options and liquidity position, which would limit our ability to grow our business.

Covenants in our debt instruments impose operating and financial restrictions on us. These restrictions prohibit or limit our ability to, among other things:

Our failure to comply with the restrictions in our debt instruments could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date. The lenders may require fees and expenses to be paid or other changes to terms in connection with waivers or amendments. If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.

In addition, these restrictions may limit our ability to obtain additional financing, withstand downturns in our business or take advantage of business opportunities. Moreover, additional debt financing we may seek, if permitted, may contain terms that include more restrictive covenants, may require repayment on an accelerated schedule or may impose other obligations that limit our ability to grow our business, acquire needed assets, or take other actions we might otherwise consider appropriate or desirable.

We have significant working capital needs and if we are unable to satisfy those needs from cash generated from our operations or borrowings under our debt instruments, we may not be able to continue our operations.

We require significant amounts of working capital to operate our business. We often have high receivables from our customers, and as a staffing company, we are prone to cash flow imbalances because we funnel payroll payments from employers to temporary workers. Cash flow imbalances also occur because we must pay temporary workers even when we have not been paid by our customers. If we experience a significant and sustained drop in operating profits, or if there are unanticipated reductions in cash inflows or increases in cash outlays, we may be subject to cash shortfalls. If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on our business. In particular, we use working capital to pay expenses relating to our temporary workers and to satisfy our workers’ compensation liabilities. As a result, we must maintain sufficient cash availability to pay temporary workers and fund related tax liabilities prior to receiving payment from customers.

In addition, our operating results tend be unpredictable from quarter to quarter. Demand for our services is typically lower during traditional national vacation periods in the United States and United Kingdom when customers and candidates are on vacation. No single quarter is predictive of results from future periods. Any extended period of time with low operating results or cash flow imbalances could have a material adverse effect on our business, financial condition and results of operations.

We derive working capital for our operations through cash generated by our operating activities and borrowings under our debt instruments. We believe that our current sources of capital are adequate to meet our working capital needs. However, our available sources of capital are limited. If our working capital needs increase in the future, we may be forced to seek additional sources of capital, which may not be available on commercially reasonable terms. The amount we are entitled to borrow under our debt instruments is calculated monthly based on the aggregate value of certain eligible trade accounts receivable generated from our operations, which are affected by financial, business, economic and other factors, as well as by the daily timing of cash collections and cash outflows. The aggregate value of our eligible accounts receivable may not be adequate to allow for borrowings for other corporate purposes, such as capital expenditures or growth opportunities, which could reduce our ability to react to changes in the market or industry conditions.

We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive and may cause the market price of our common stock to decline.

As of December 31, 2016, we had a working capital deficiency of $15.1 million, an accumulated deficit of $47.8 million, for the seven months ended December 31, 2016 a net loss of approximately $3.6 million, and, as of December 31, 2016, we have approximately $4.4 million associated debt and other amortizing obligations, due in the next 12 months. As a result of our recent financings, we believe that we will be able to fund our operations, implement our business plan and pursue the acquisition of broad spectrum staffing companies through the next twelve months. However, we will need to raise additional capital to pursue growth opportunities, improve our infrastructure, finance our operations and otherwise make investments in assets and personnel that will allow us to remain competitive. Additional capital would be used to accomplish the following:

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of those securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline further and existing stockholders may not agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares. Further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

The exercise of our current warrants and other instruments could be highly dilutive to the holdings of our existing stockholders.

Certain of our current warrants and other instruments are highly dilutive. As of May 1, 2017, the current number of shares of our common stock that may be issued pursuant to the exercise of warrants is 4,561,167 shares, which is significant. The exercise of our outstanding warrants and other instruments that are exercisable for or convertible into shares of our common stock would dilute the proportionate ownership and voting power of existing stockholders and may cause the market price for our common stock to decline.

There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

The ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 require us to identify material weaknesses in internal control over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Our management, including our Executive Chairman and Chief Financial Officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In addition, discovery and disclosure of a material weakness, by definition, could have a material adverse impact on our financial statements. Such an occurrence could discourage certain customers or suppliers from doing business with us, cause downgrades in our future debt ratings leading to higher borrowing costs and affect how our stock trades. This could, in turn, negatively affect our ability to access public debt or equity markets for capital.

We are a party to certain legal proceedings that are currently pending, including NewCSI, Inc. vs. Staffing 360 Solutions, Inc. and Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc., as further described in our Annual Report

on Form 10-KT for the transition period ended December 31, 2016, as filed with the SEC on April 12, 2017. In addition, from time to time, we may become involved in various claims, disputes and legal or regulatory proceedings that arise in the ordinary course of business and relate to contractual and other obligations. Due to the uncertainties of litigation, we can give no assurance that we will prevail on any claims made against us in any such lawsuit. Also, we can give no assurance that any other lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. Adverse outcomes in some or all of these claims may result in significant monetary damages that could adversely affect our ability to conduct our business.

We could be adversely affected by risks associated with acquisitions and joint ventures.

We are engaged in the acquisition of U.S. and U.K. based staffing companies, and our typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. To date, we have completed six acquisitions. We intend to expand our business through acquisitions of complementary businesses, services or products, subject to our business plans and management's ability to identify, acquire and develop suitable investments or acquisition targets in both new and existing service categories. In certain circumstances, acceptable investments or acquisition targets might not be available. Acquisitions involve a number of risks, including:

Our business plan for continued growth through acquisitions is subject to certain inherent risks, including accessing capital resources, potential cost overruns and possible rejection of our business model and/or sales methods. Therefore, we provide no assurance that we will be successful in carrying out our business plan. We continue to pursue additional debt and equity financing to fund our business plan. We have no assurance that future financing will be available to us on acceptable terms or at all.

In addition, if we incur indebtedness to finance an acquisition, it may reduce our capacity to borrow additional amounts and require us to dedicate a greater percentage of our cash flow from operations to payments on our debt, thereby reducing the cash resources available to us to fund capital expenditures, pursue other acquisitions or investments in new business initiatives and meet general corporate and working capital needs. This increased indebtedness may also limit our flexibility in planning for, and reacting to, changes in or challenges relating to our business and industry. The use of our common stock or other securities (including those convertible into or exchangeable or exercisable for our common stock) to finance any such acquisition may also result in dilution of our existing stockholders.

The potential risks associated with future acquisitions could disrupt our ongoing business, result in the loss of key customers or personnel, increase expenses and otherwise have a material adverse effect on our business, results of operations and financial condition.

We operate in an intensely competitive and rapidly changing business environment, and there is a substantial risk that our services could become obsolete or uncompetitive.

The markets for our services are highly competitive. Our markets are characterized by pressures to provide high levels of service, incorporate new capabilities and technologies, accelerate job completion schedules and reduce prices. Furthermore, we face competition from a number of sources, including other executive search firms and professional search, staffing and consulting firms. Several of our competitors have greater financial and marketing resources than we do. New and existing competitors are aided by technology, and the market has low barriers to entry. Furthermore, internet employment sites expand a company’s ability to find workers without the help of traditional agencies. Personnel agencies often work as intermediaries, helping employers accurately describe job openings and screen candidates. Increasing the use of sophisticated, automated job description and candidate screening tools could make many traditional functions of staffing companies obsolete. Specifically, the increased use of the Internet may attract technology-oriented companies to the professional staffing industry. Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company.

Our future success will depend largely upon our ability to anticipate and keep pace with those developments and advances. Current or future competitors could develop alternative capabilities and technologies that are more effective, easier to use or more economical than our services. In addition, we believe that, with continuing development and increased availability of information technology, the industries in which we compete may attract new competitors. If our capabilities and technologies become obsolete or uncompetitive, our related sales and revenue would decrease. Due to competition, we may experience reduced margins on our services, loss of market share, and loss of customers. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business, financial condition and results of operations could be materially adversely affected.

Our revenue can vary because our customers can terminate their relationship with us at any time with limited or no penalty.

We focus on providing mid-level professional and light industrial personnel on a temporary assignment-by-assignment basis, which customers can generally terminate at any time or reduce their level of use when compared to prior periods. To avoid large placement agency fees, large companies may use in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel. Because placement agencies typically charge a fee based on a percentage of the first year’s salary of a new worker, companies with many jobs to fill have a large financial incentive to avoid agencies.

Our business is also significantly affected by our customers’ hiring needs and their views of their future prospects. Our customers may, on very short notice, terminate, reduce or postpone their recruiting assignments with us and, therefore, affect demand for our services. As a result, a significant number of our customers can terminate their agreements with us at any time, making us particularly vulnerable to a significant decrease in revenue within a short period of time that could be difficult to quickly replace. This could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain existing customers or attract new customers, our results of operations could suffer.

Increasing the growth and profitability of our business is particularly dependent upon our ability to retain existing customers and capture additional customers. Our ability to do so is dependent upon our ability to provide high quality services and offer competitive prices. If we are unable to execute these tasks effectively, we may not be able to attract a significant number of new customers and our existing customer base could decrease, either or both of which could have an adverse impact on our revenues.

We may be exposed to employment-related claims and losses, including class action lawsuits, which could have a material adverse effect on our business.

We employ people internally and in the workplaces of other businesses. Many of these individuals have access to customer information systems and confidential information. The risks of these activities include possible claims relating to:

We may incur fines and other losses or negative publicity with respect to these problems. In addition, these claims may give rise to litigation, which could be time-consuming and expensive. New employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation. There can be no assurance that the corporate policies we have in place to help reduce our exposure to these risks will be effective or that we will not experience losses as a result of these risks. There can also be no assurance that the insurance policies we have purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.

We depend on attracting, integrating, managing, and retaining qualified personnel.

Our success is substantially dependent upon our ability to attract, integrate, manage and retain personnel who possess the skills and experience necessary to fulfill our customers’ needs. Our ability to hire and retain qualified personnel could be impaired by any diminution of our reputation, decrease in compensation levels relative to our competitors or modifications to our total compensation philosophy or competitor hiring programs. If we cannot attract, hire and retain qualified personnel, our business, financial condition and results of operations may suffer. Our future success also depends upon our ability to manage the performance of our personnel. Failure to successfully manage the performance of our personnel could affect our profitability by causing operating inefficiencies that could increase operating expenses and reduce operating income.

In addition to the members of our own team, our success is substantially dependent on our ability to recruit and retain qualified temporary workers who possess the skills and experience necessary to meet the staffing requirements of our customers. We are required to continually evaluate our base of available qualified personnel to keep pace with changing customer needs. Competition for individuals with proven professional skills is intense, and demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified personnel will continue to be available.

We are dependent upon technology services, and if we experience damage, service interruptions or failures in our computer and telecommunications systems, our customer relationships and our ability to attract new customers may be adversely affected.

Our business could be interrupted by damage to or disruption of our computer and telecommunications equipment and software systems, and we may lose data. Our customers’ businesses may be adversely affected by any system or equipment failure we experience. As a result of any of the foregoing, our relationships with our customers may be impaired, we may lose customers, our ability to attract new customers may be adversely affected and we could be exposed to contractual liability. Precautions in place to protect us from, or minimize the effect of, such events may not be adequate. If an interruption by damage to or disruption of our computer and telecommunications equipment and software systems occurs, we could be liable and the market perception of our services could be harmed.

We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, associate or customer data, including personal data.

In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment information, about our employees, customers, associates and candidates, a portion of which is confidential and/or personally sensitive. In doing so, we rely on our own technology and systems, and those of third party vendors we use for a variety of processes. We and our third-party vendors have established policies and procedures to help protect the security and privacy of this information. Unauthorized disclosure or loss of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

Such disclosure, loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks may increase as we introduce new services and offerings, such as mobile technology. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.

The potential U.K. exit from the European Union as a result of the U.K. triggering Article 50 of the Treaty on European Union could harm our business, financial condition or results of operations.

On March 29, 2017, the U.K. triggered Article 50 of the Treaty on European Union by notifying the European Council of its intention to withdraw from the European Union (commonly referred to as the “Brexit”). Negotiations have commenced to determine the future terms of the U.K.’s relationship with the European Union, including the terms of trade between the U.K. and the European Union. The effects of Brexit will depend on any agreements the U.K. makes to retain access to European Union markets either during a transitional period or more permanently. Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which European Union laws to replace or replicate.

The announcement of Brexit also created (and the actual exit of the U.K. from the European Union may create future) global economic uncertainty. As we remain focused on broadening our presence in the U.K. market, the actual exit of the U.K. from the European Union could cause disruptions to and create uncertainty surrounding our business. Any of these effects of Brexit (and the announcement thereof), and others we cannot anticipate, could harm our business, financial condition or results of operations.

Our revenue may be adversely affected by fluctuations in currency exchange rates.

A significant portion of our expenditures are expected to be derived or spent in British pounds. However, we report our financial condition and results of operations in U.S. dollars. As a result, fluctuations between the U.S. dollar and the British pound will impact the amount of our revenues and net income. For example, if the British pound appreciates relative to the U.S. dollar, the fluctuation will result in a positive impact on the revenues that we report. However, if the British pound depreciates relative to the U.S. dollar, which was the case during 2016, there will be a negative impact on the revenues we

report due to such fluctuation. It is possible that the impact of currency fluctuations will result in a decrease in reported consolidated sales even though we may have experienced an increase in sales transacted in the British pound. Conversely, the impact of currency fluctuations may result in an increase in reported consolidated sales despite declining sales transacted in the British pound. The exchange rate from the U.S. dollar to the British pound has fluctuated substantially in the past and may continue to do so in the future. Though we may choose to hedge our exposure to foreign currency exchange rate changes in the future, there is no guarantee such hedging, if undertaken, will be successful.

Customers’ demand for our services may fluctuate widely with changes in economic conditions in the markets in which we operate. Those conditions include slower employment growth or reductions in employment, which directly impact our service offerings. As a staffing company, our revenue depends on the number of jobs we fill, which in turn depends on economic growth. During economic slowdowns, many customer companies stop hiring altogether. For example, in prior economic downturns, many employers in our operating regions reduced their overall workforce to reflect the slowing demand for their products and services. We may face lower demand and increased pricing pressures during these periods, which this could have a material adverse effect on our business, financial condition and results of operations.

Our compliance with complicated regulations concerning corporate governance and public disclosure has resulted in additional expenses. Moreover, our ability to comply with all applicable laws, rules and regulations is uncertain given our management’s relative inexperience with operating public companies.

We are faced with expensive, complicated and evolving disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure. In addition, as a staffing company, we are regulated by the U.S. Department of Labor, the Equal Employment Opportunity Commission, and often by state authorities. New or changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing compliance work.

Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and stock price. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

In the event of a liquidation, dissolution or winding-up of our company, whether voluntary or involuntary, the proceeds and/or assets of our company remaining after giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the stockholders of common stock on a pro rata basis. There can be no assurance that we will have available assets to pay to the holders of common stock, or any amounts, upon such a liquidation, dissolution or winding-up of our company. In this event, you could lose some or all of your investment.

Since we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

We have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways you would agree with. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for our company. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The offering price per share in this offering is expected to exceed the net tangible book value per share of our common stock outstanding prior to this offering. After giving effect to the assumed sale of shares of common stock in the aggregate amount of $3,000,000 at an assumed public offering price of $0.80 per share, the last reported sale price of our common stock on May 1, 2017, and after deduction of commissions and estimated offering expenses payable by us, you will experience an immediate dilution of $1.56 per share, representing the difference between our as adjusted net tangible book value per share as of April 1, 2017, after giving effect to this offering and the public offering price. See the section entitled “Dilution” on page S-16 below for a more detailed illustration of the dilution you will incur if you participate in this offering.

Future sales of our common stock may cause the prevailing market price of our shares to decrease.

We have issued a substantial number of shares of common stock that are eligible for resale under the Securities Act and are freely tradable. We have also filed a registration statement with the SEC on March 13, 2017 that would potentially register up to 7,841,438 shares of our common stock to be offered by the selling stockholders, including shares underlying warrants and other convertible instruments. If the holders of our options and warrants choose to exercise their purchase rights and sell the underlying shares of common stock in the public market, or if holders of our currently saleable shares of common stock choose to sell such shares in the public market, the prevailing market price for our common stock may decline. The sale of shares issued upon the exercise of our options and warrants could also further dilute the holdings of our then existing stockholders. In addition, future public sales of shares of our common stock could impair our ability to raise capital by offering equity securities.

The volume of our common stock has been, and may continue to be, volatile, which could reduce the market price of our common stock.

The publicly traded shares of our common stock have experienced, and may continue to experience, significant volume and price volatility. This volatility could reduce the market price of our common stock, regardless of our operating performance. In addition, both the volume and the trading price of our common stock could change significantly over short periods of time in response to, among other things, actual or anticipated variations in our quarterly operating results, announcements by us and/or changes in national or regional economic conditions, making it more difficult for shares of our common stock to be sold at a favorable price or at all.

A more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

Although our common stock is listed on the NASDAQ Capital Market, it has only been traded on the NASDAQ Capital Market since September 29, 2015. Before that time, our common stock was traded on the OTCBB tier of the over-the-counter securities market run by FINRA, as well as OTCQB run by OTC Markets, and it first began trading on February 15, 2013. Historically, the market price of our common stock has fluctuated over a wide range. Between our stock split occurring on September 17, 2015 and March 7, 2017, our common stock traded in a range from $0.54 to $10.24 per share. There has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained. In addition, on January 25, 2017, we received a letter from the Listing Qualifications Department of the NASDAQ Capital Market notifying us that, based upon the closing bid price of our common stock for the previous 30 consecutive business days, the common stock did not meet the minimum bid price of $1.00 per share required by NASDAQ Listing Rule 5550(a)(2), initiating an automatic 180 calendar-day grace period for us to regain compliance.

Limited liquidity in the trading market for our common stock may adversely affect a stockholder's ability to sell our common stock at the time or price such stockholder considers acceptable. If a more active, liquid public trading market does

not develop, or if our shares are delisted from the NASDAQ Capital Market, we may be limited in our ability to raise capital by selling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is a thin trading market or "float" for our common stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for a stockholder to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in the staffing industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.

An investment in our common stock requires a long-term commitment, with no certainty of return. Because we did not become a public reporting company by the traditional means of conducting an underwritten initial public offering of our common stock, we may be unable to establish a liquid market for our common stock. In addition, investment banks may be less likely to agree to underwrite primary or secondary offerings on our behalf or our stockholders in the future than they would if we had become a public reporting company by means of an underwritten initial public offering of common stock. If all or any of the foregoing risks occur, it would have a material adverse effect on us.

The United States Financial Industry Regulatory Authority, or FINRA, sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares. FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

The requirements of being a public company place significant demands on our resources.

As a public company, we incur significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules subsequently implemented by the SEC and the NASDAQ Stock Market, have imposed various requirements on public companies. New laws and regulations as well as changes to existing laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, and changes in required accounting practices and rules adopted by the Securities and Exchange Commission and by the NASDAQ Stock Market, would likely result in increased costs to us as we respond to their requirements.

Stockholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and

regulations have increased our legal and financial compliance costs and will make some activities more time consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain and maintain director and officer liability insurance and we may be required to incur substantial costs to maintain our current levels of such coverage.

We do not intend to pay dividends on our common stock. Consequently, your ability to achieve a return on your investment will depend on the appreciation in the price of our common stock.

We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings, if any, for the development, operation, and expansion of our business, and we do not anticipate declaring or paying any cash dividends on our common stock for the foreseeable future. Any return to holders of our common stock would therefore be limited to the appreciation of their stock.

We are limited in our ability to pay dividends by certain of our existing agreements, including our credit facility with MidCap Financial Services LLC, which restricts the payment of certain cash dividends without prior written consent. In addition, so long as any shares of Series A Preferred Stock are outstanding, as they are at this time, we are not able to declare, pay or set apart for payment any dividend on any shares of common stock, unless at the time of such dividend we have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock. Therefore, we cannot be certain if we will pay any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

This prospectus supplement may include or incorporate by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. All statements included or incorporated by reference in this prospectus, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

These statements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, any prospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Forward-Looking Statements” and elsewhere in those documents.

Consequently, all of the forward-looking statements made in this prospectus, as well as all of the forward-looking statements incorporated by reference to our filings under the Exchange Act, are qualified by these cautionary statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so by law.

We intend to use the net proceeds from this offering to: (i) pay our monthly debt payments pursuant to various agreements with lenders, and (ii) fund working capital and other general corporate purposes.

In the event we raise substantially less than the maximum proceeds, we will expend the proceeds in the order set forth above.

Except as noted above, we have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds from this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds to us from this offering in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing instruments.

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share of our common stock after this offering. As of April 1, 2017, our historical net tangible book value was approximately $(16.3) million, or approximately $(1.17) per share, based on 13,901,995 shares of our common stock outstanding as of that date. Our historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of our common stock outstanding as of April 1, 2017. After giving effect to the assumed sale of shares of common stock in the aggregate amount of $3,000,000 at an assumed public offering price of $0.80 per share, the last reported sale price of our common stock on May 1, 2017, and after deduction of commissions and estimated offering expenses payable by us, our net tangible book value as of April 1, 2017 would have been approximately $(13.5) million, or approximately $(0.76) per share. This represents an immediate increase of net tangible book value of $0.41 per share to our existing stockholders and an immediate dilution of $1.56 per share to investors purchasing shares in this offering. The following table illustrates this per share dilution.

The above table is based on 13,901,995 shares of our common stock outstanding as of April 1, 2017 and excludes, as of that date:

To the extent that any options or warrants are exercised, new options are issued under our stock option or stock incentive plans, or we otherwise issue additional shares of common stock in the future, there will be further dilution to new investors. In addition, we will likely choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

We have entered into an At The Market Offering Agreement with Joseph Gunnar under which we may issue and sell shares pursuant to this prospectus supplement from time to time through Joseph Gunnar, acting as sales agent. The sales, if any, of shares made under the At The Market Offering Agreement will be made in the U.S. and will only be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market or on any other existing trading market for the shares in the U.S. at market prices prevailing at the time of sale. We may instruct Joseph Gunnar not to sell shares if the sales cannot be effected at or above the price designated by us from time to time. We or Joseph Gunnar may suspend the offering of shares upon notice and subject to other conditions.

We will pay Joseph Gunnar commissions for its services in acting as agent in the sale of shares. Joseph Gunnar will be entitled to compensation at a rate of 3.0% of the gross proceeds from the sale of such shares when Joseph Gunnar acts as agent. We have also agreed to reimburse Joseph Gunnar up to $15,000 for its reasonable legal fees and expenses in connection with this offering, which has been paid by us at the time of execution of the At The Market Offering Agreement. We estimate that the total expenses for the offering, excluding compensation payable to Joseph Gunnar under the terms of the At The Market Offering Agreement, will be approximately $50,000.

Settlement for sales of shares will occur on the third business day following the date on which any sales are made, or on some other date that is agreed upon by us and Joseph Gunnar in connection with a particular transaction, in return for payment of the net proceeds to us.

The shares will be listed on the NASDAQ Capital Market, on any other existing trading market for the shares or to or through a market maker. Joseph Gunnar may also sell the shares in privately negotiated transactions, provided that Joseph Gunnar receives our prior written approval for any sales in privately negotiated transactions.

Joseph Gunnar is not required to sell any specific number or dollar amount of our shares. Joseph Gunnar will act as sales agent and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares offered hereunder. In connection with the sale of the shares on our behalf, Joseph Gunnar will be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of Joseph Gunnar will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Joseph Gunnar against certain civil liabilities, including liabilities under the Securities Act. The At The Market Offering Agreement further provides that Joseph Gunnar may trade shares for Joseph Gunnar’s own account and for the account of its clients at the same time as sales occur pursuant to the At The Market Offering Agreement.

The offering pursuant to the At The Market Offering Agreement will terminate on March 22, 2019 or earlier upon termination of the At The Market Offering Agreement by Joseph Gunnar or by us as permitted therein.

Joseph Gunnar and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. The principal business address of Joseph Gunnar is 30 Broad Street, 11th Floor, New York, NY 10004.

To the extent required by Regulation M, Joseph Gunnar will not engage in any market making activities involving our shares while the offering is ongoing under this prospectus supplement.

The validity of the securities offered by this prospectus will be passed upon by Haynes and Boone, LLP, New York, New York and with respect to matters of Nevada law, by Laxague Law, Inc., Reno, Nevada. Certain matters will be passed upon for Joseph Gunnar by Pryor Cashman LLP, New York, New York.

RBSM, LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-KT for the transitional period ended December 31, 2016 and for each of the years ended May 31, 2016, 2015 and 2014, as set forth in their report, which is incorporated by reference in this prospectus supplement. Our financial statements are incorporated by reference in reliance on RBSM, LLP’s report, given on their authority as experts in accounting and auditing.

We are subject to the informational requirements of the Exchange Act and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC. You may also read and copy any document we file with the SEC at the SEC’s public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room.

This prospectus supplement constitutes a part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus supplement does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and our securities we refer you to the registration statement and the accompanying exhibits and schedules. The registration statement may be inspected at the Public Reference Room maintained by the SEC at the address set forth above. Statements contained in this prospectus supplement regarding the contents of any contract or any other document filed as an exhibit are not necessarily complete. In each instance, reference is made to the copy of such contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.

The SEC allows us to incorporate by reference into this prospectus supplement certain information we file with it, which means we can disclose important information to you by referring you to documents we have filed with the SEC. The information we incorporate by reference into this prospectus supplement is legally deemed to be a part of this prospectus supplement, except for any information superseded by other information contained in, or incorporated by reference into, this prospectus supplement. Our file number for filings we make with the SEC under the Exchange Act is 001-37575.

Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement is deemed to be modified or superseded to the extent that a statement contained in this prospectus supplement, or in any other document we subsequently file with the SEC, modifies or supersedes that statement. If any statement is modified or superseded, it does not constitute a part of this prospectus supplement and the accompanying prospectus, except as modified or superseded. Information that is “furnished to” the SEC shall not be deemed “filed with” the SEC and shall not be deemed incorporated by reference into this prospectus supplement or the accompanying prospectus is a part.

This prospectus supplement incorporates by reference the following reports and statements filed by us with the SEC:

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and the accompanying prospectus and deemed to be part of this prospectus supplement and the accompanying prospectus from the date of the filing of such reports and documents.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement.

You may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

You may also access the documents incorporated by reference in this prospectus through our website at www.staffing360solutions.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

This prospectus contains summaries of the general terms of the securities. We may offer and sell, from time to time, any combination of debt and equity securities that we describe in this prospectus having an initial aggregate offering price not exceeding $25,000,000.

In addition, the selling stockholders set forth in this prospectus under the heading “Selling Stockholders” beginning on page 3 may offer, from time to time and in one or more offerings, up to an aggregate of 7,194,406 shares of our common stock, referred to as “resale shares,” in amounts, at prices and on terms determined solely by the selling stockholders.

We and the selling stockholders may offer the securities directly to investors, through agents designated from time to time by the selling stockholders or us, or to or through underwriters or dealers. If any agents, underwriters, or dealers are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in a prospectus supplement.

Each time we or, if required, the selling stockholders offer securities, we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the securities and the offering. This prospectus may not be used by us to offer or sell securities without a prospectus supplement describing the terms of the offering.

We will not receive any proceeds from the sale of resale shares covered by this prospectus, but we will receive proceeds from the sale of the other securities described in this prospectus. We are bearing all of the expenses in connection with this offering, but all selling and other expenses incurred by the selling stockholders, including commissions and discounts, if any, attributable to the sale or disposition of resale shares, will be borne by the selling stockholders.

Our common stock is listed on the NASDAQ Capital Market under the symbol “STAF.”

You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of the securities.

Investment in any of the securities involves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from time to time with the Securities and Exchange Commission and in the accompanying prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Under this shelf process, securities described in this prospectus may be sold by us in one or more offerings. We may use the shelf registration statement to sell, in one or more offerings, up to $25,000,000 of any securities registered, in any combination in an offering amount. This prospectus provides you with a general description of the securities that may be offered. Each time securities are sold by us or, if required, the selling stockholders pursuant to the registration statement of which this prospectus forms a part, we will provide a prospectus supplement that will contain specific information about the terms of those securities and that offering. The prospectus supplement may also add to, update or change the information contained in this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement, along with all of the information incorporated by reference herein and therein, before making an investment decision.

In this prospectus, unless the context indicates otherwise, “Staffing 360,” the “Company,” “we,” “us,” “our,” or “ours” refer to Staffing 360 Solutions, Inc. and its consolidated subsidiaries.

We have not authorized anyone to provide any information other than that contained in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We do not take responsibility for, and we do not provide any assurance as to the reliability of, any other information that others may give you. We have not authorized any other person to provide you with different information. No offer is being made to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, in the accompanying prospectus supplement, in any document incorporated by reference herein or therein, and in any free writing prospectus prepared by or on behalf of us to which we have referred you is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since that date.

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents and reports listed below and any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than filings or portions of filings that are furnished under applicable SEC rules rather than filed) until the date of completion of this offering:

The description of our capital stock set forth in our registration statement on Form 8-A filed September 28, 2015.

You may request a copy of the documents incorporated by reference into this prospectus, except exhibits to such documents unless those exhibits are specifically incorporated by reference in such documents, at no cost, by writing or telephoning us at the following address and telephone number:

You may also find additional information about us, including the documents mentioned above, on our website at http://www.staffing360solutions.com. Our website and the information included in, or linked to on, our website are not part of this prospectus. We have included our website address in this prospectus solely as a textual reference.

Investment in any of the securities involves risk. In addition to the risk factor below and all of the other information contained or incorporated by reference into this prospectus, you should carefully consider the risk factors contained or incorporated by reference in the accompanying prospectus supplement before acquiring any of the securities.

The substantial number of shares that are eligible for sale could cause the market price for our common stock to decline or make it difficult for us to sell securities in the future.

Expectations that shares of our common stock may be sold by the selling stockholders could create a market overhang that may adversely affect the market price for our common stock.

We cannot predict the effect on the market price of our common stock from time to time as a result of (i) sales by the selling stockholders of some or all of the shares of our common stock under this prospectus, (ii) the availability of such shares of common stock for sale by the selling stockholders, or (iii) the perception that such shares or additional shares of our common stock may be offered for sale by the selling stockholders. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales will occur, could cause the market price of our common stock to fluctuate or decline or make future offerings of our equity securities more difficult. In addition, the sale of these shares could impair our ability to raise capital, should we wish to do so, through the sale of additional common or preferred stock.

There are 4,931,669 shares of our common stock outstanding as of February 18, 2016 (without giving effect to the exercise of any options and warrants currently outstanding). The 7,194,406 shares of our common stock that may be sold by the selling stockholders under this prospectus represent a substantial additional number of shares of our common stock that would be outstanding after this offering is completed.

We are a Nevada corporation. Our principal executive office is located at 641 Lexington Avenue, Suite 1526, New York, New York 10022, and our telephone number is (212) 634-6462. Our website is www.staffing360solutions.com, and the information included in, or linked to on, our website are not part of this prospectus. We have included our website address in this prospectus solely as a textual reference.

All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

The following table presents the ratio of our earnings to fixed charges for the periods indicated:

The following table sets forth information as of the date of this prospectus, to our knowledge, about the ownership of our common stock by the selling stockholders both before and immediately after the offering.

All of the selling stockholders received their securities in private placements undertaken by us which were closed prior to the initial filing date of the registration statement of which this prospectus is a part. The selling stockholders obtained their shares in various private placements, including but not limited to: 1) the February 2012 purchase by TRIG Special Purpose 1, LLC of 600,000 shares of our common stock, 2) the Company’s sale of $1,175,000 principal amount of 2012 promissory notes that were subsequently converted into 278,137 shares of common stock, 3) the Company’s April and June 2013 private investment in public equity (or PIPEs) placement of 179,446 shares of common stock and 89,729 warrants with an exercise price $18.00, 4) the Company’s April 2013 acquisition of The Revolution Group, Ltd. (name later changed to Cyber 360 Solutions, Inc.) that resulted in the issuance of 51,257 shares of common stock, 5) the Company’s November 2013 acquisition of Control Solutions International, Inc. that resulted in the issuance of 13,600 shares, 6) the Company’s December 2013 bridge financing in the aggregate principal amount of $1,655,000 that later converted into 252,760 shares and 86,362 warrants at an exercise price of $20.00, 7) the Company’s January 2014 acquisition of Initio International Holdings Limited that resulted in the issuance of 329,670 shares, 8) the Company’s March 2014 PIPE that resulted in the issuance of 1,000,000 shares and 500,000 warrants at an exercise price of $20.00, 9) the Company’s April 2014 Series A Bonds placement that resulted in the issuance of 406,254 shares and 185,510 warrants at an exercise price of $20.00, 10) the Company’s May 2014 acquisitions of PeopleSERVE, Inc. and PeopleSERVE PRS, Inc. that resulted in the issuance of 112,737 shares of common stock, 11) the Company’s December 2014 Series B Bonds placement that resulted in the issuance of 9,815 shares of common stock, 12) the Company’s December 2014 conversion of Initio promissory notes into 335,839 shares of common stock and 369,427 warrants

at an exercise price of $12.50, 13) the Company’s February 2015 sale of Cyber 360 Solution, Inc. and related elimination of remaining earn-out obligations in exchange for 113,405 shares of common stock, 14) the Company’s April 2015 credit facility and term loan that resulted in the issuance of 12,000 warrants at an exercise price of $12.50, as well as the subsequent issuance of 25,000 shares in relation to a subsequent advance and amendment in February 2016, 15) the Company’s short term promissory notes in April and May 2015 that later converted into 40,792 shares of common stock, 16) the Company’s July 2015 financing that resulted in the issuance of 125,000 shares of common stock, 17) the Company’s July 2015 acquisition of Lighthouse Placement Services, LLC that resulted in the issuance of 62,460 shares of common stock, 18) the Company’s November 2015 acquisition of The JM Group Limited that resulted in the issuance of 40,000 shares of common stock. In addition, there were 166,675 shares issued to consultants, 146,291 shares issued to board members, 169,140 shares issued to employees, 27,500 shares issued in connection with settlement agreements, and 61,058 shares plus 33,032 warrants issued to private placement agents with exercise prices ranging from $11.00 to $20.00. Lastly, shares underlying potential promissory note conversions totaling 1,031,389 in common stock, shares underlying Series A Preferred Shares totaling 216,192 in common stock, and shares underlying Series B Preferred Shares totaling 113,000 in common stock are reflected in the below table.

The selling stockholders have sole voting and investment power with respect to all of the shares of common stock owned by them unless otherwise indicated. The percent of ownership for the selling stockholders is based on 4,931,669 shares of common stock outstanding as of February 18, 2016 (without giving effect to the exercise of any options and warrants currently outstanding).

We will pay the fees and the expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of our counsel and accountants. The selling stockholders will pay any underwriting or broker discounts and commissions incurred by the selling stockholders in selling their common stock.

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
Aaron and Cie Scott JTWROS		2,894		*	%		1,322		-		4,216		-		*	%
Aaron P. Brodt		27,240		*	%		1,294		-		28,534		-		*	%
Aaron Stevens		4,353		*	%		-		-		4,353		-		*	%
Adam Fishman		2,500		*	%		1,250		-		3,750		-		*	%
Adam Sellens		23,240		*	%		-		-		23,240		-		*	%
Aeon Holdings, LLC (1)		6,000		*	%		-		-		6,000		-		*	%
Aeon Multi-Opportunity Fund I (2)		900		*	%		-		-		900		-		*	%
Alexander Capital LLP (3)		-		*	%		30,087		-		30,087		-		*	%
Alexander Foster		4,872		*	%		-		-		4,872		-		*	%
Alison and David Fogel		-		*	%		-		414,236		414,236		-		*	%
Alison Fogel		31,955		*	%		-		-		31,955		-		*	%
Alrecht Bernard Heyer		10		*	%		-		-		10		-		*	%
Alternative Advisory Group, LLC (4)		18,000		*	%		-		-		18,000		-		*	%
Andrew Cook		10		*	%		-		-		10		-		*	%
Andrew John Parrington		10		*	%		-		-		10		-		*	%
Andrew Lineker		10		*	%		-		-		10		-		*	%
Angela McKie		5,000		*	%		2,500		-		7,500		-		*	%
Anthony Maritz		10		*	%		-		-		10		-		*	%
Anthony Nitsos		2,431		*	%		-		-		2,431		-		*	%
Arshiya Nizar Lokhandwala		250		*	%		-		2,123		2,373		-		*	%
Awesome Restaurant Excursions, LLC (5)		17,500		*	%		-		-		17,500		-		*	%
Barbara Lubsen IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
Barry T. Cervantes		19,717		*	%		-		-		19,717		-		*	%
Belinda Anne Beckley		10		*	%		-		-		10		-		*	%
Bernard Alexander Heyer		10		*	%		-		-		10		-		*	%
Berta I Tisovic IRA RBC Capital Markets LLC Cust		10,000		*	%		-		-		10,000		-		*	%
Blake Survivors Trust (6)		21,688		*	%		9,382		-		31,070		-		*	%
Boston Chauthani		10,000		*	%		-		-		10,000		-		*	%
Bowers Survivors Trust (7)		2,500		*	%		1,250		-		3,750		-		*	%
Brandhouse Ventures, Inc. (8)		604		*	%		-		-		604		-		*	%
Brendan Flood		390,786		7.92	%		208,008		135,120		733,914		-		*	%
Brett K Giarratano		3,474		*	%		1,587		-		5,061		-		*	%
Brooke E Miller Living Trust (9)		2,315		*	%		1,058		-		3,373		-		*	%
Bruce E Tidwell		2,895		*	%		1,323		-		4,218		-		*	%
Bruce H Ward		2,306		*	%		1,053		-		3,359		-		*	%
Byzantine Productions, Inc. (10)		31,500		*	%		-		-		31,500		-		*	%
Carl H. Parker IRA RBC Capital Markets LLC Cust		10,000		*	%		-		-		10,000		-		*	%
Carl L Smith & Carol A Rhea		10,843		*	%		4,673		-		15,516		-		*	%
CGER LLLP (11)		5,000		*	%		2,500		-		7,500		-		*	%
Charles Cooper		4,534		*	%		-		-		4,534		-		*	%
Charles J. Schwahn		5,000		*	%		2,500		-		7,500		-		*	%
Chris Bowman		53,190		1.08	%		-		-		53,190		-		*	%
Christopher Bowman and Barbara Bowman		12,948		*	%		5,224		-		18,172		-		*	%
Citrin Cooperman & Company LLP (12)		43,971		*	%		-		-		43,971		-		*	%
Clark Morzelewski		163		*	%		-		-		163		-		*	%
CLKK LLLP (13)		5,000		*	%		2,500		-		7,500		-		*	%
Clyde J. Clifford		5,556		*	%		2,778		-		8,334		-		*	%
Coral Lana Soar		10		*	%		-		-		10		-		*	%
Corey A. Elkins		9,743		*	%		-		-		9,743		-		*	%
Cynthia F. Taren		10,000		*	%		5,000		-		15,000		-		*	%
Dacona Financial LLC (14)		30,000		*	%		-		-		30,000		-		*	%
Dane Angus Tunnah		10		*	%		-		-		10		-		*	%
Daniel & Su Fung Zau Family Trust (15)		7,000		*	%		3,500		-		10,500		-		*	%
Daniel Lewis		1,602		*	%		-		-		1,602		-		*	%
Daniel P LaGuardia		2,500		*	%		1,250		-		3,750		-		*	%
Daniel T. York		175		*	%		-		511		686		-		*	%
Daniel W. Armstrong		250		*	%		-		2,123		2,373		-		*	%
Darlene Messina / Marco Messina		1,765		*	%		-		2,564		4,329		-		*	%
Darrell Williams		8,464		*	%		-		-		8,464		-		*	%
Darren C. Minton		41,100		*	%		-		-		41,100		-		*	%
Darren Carroll		3,800		*	%		2,133		-		5,933		-		*	%
Darren T West / Claudia A West		1,736		*	%		793		-		2,529		-		*	%
Darwin Investments LLC (16)		50		*	%		-		-		50		-		*	%
Dave Humphrey		1,558		*	%		-		-		1,558		-		*	%
David A. Paison		2,778		*	%		1,389		-		4,167		-		*	%
David Fogel		30,706		*	%		-		-		30,706		-		*	%
David Gobelle IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
David L. Eaton		250		*	%		-		-		250		-		*	%

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
David Martinez		5,885		*	%		-		-		5,885		-		*	%
Dawson James Securities (17)		18,220		*	%		2,945		-		21,165		-		*	%
Deane Novak IRA RBC Capital Markets LLC Cust		5,000		*	%		-		-		5,000		-		*	%
Dennis A Johnson IRA RBC Capital Markets LLC Cust		5,000		*	%		-		-		5,000		-		*	%
Dimitri Villard		20,750		*	%		-		-		20,750		-		*	%
Don Maclean		5,556		*	%		2,778		-		8,334		-		*	%
Donna K. Miller		2,500		*	%		1,250		-		3,750		-		*	%
Donna Parkinson IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
Doug Cwanek		5,556		*	%		2,778		-		8,334		-		*	%
Dr. Stephen Falk		12,300		*	%		-		-		12,300		-		*	%
Dwight Foster		2,436		*	%		-		-		2,436		-		*	%
Ellenoff Grossman & Schole LLP (18)		21,763		*	%		-		-		21,763		-		*	%
Elvira E Feliksa Trust (19)		5,780		*	%		2,640		-		8,420		-		*	%
Elvira Feliks Roth IRA RBC Capital Markets LLC Cust		4,000		*	%		-		-		4,000		-		*	%
Emerging Growth Corp (20)		2,500		*	%		-		-		2,500		-		*	%
Emilio Lontok & Benilda Lontok		4,000		*	%		2,000		-		6,000		-		*	%
Eric J Koppitsch IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
Eric Schwartz		13,064		*	%		7,474		-		20,538		-		*	%
Erick J Aybar		11,365		*	%		5,183		-		16,548		-		*	%
Eugene T. Walsh & Julia P. Walsh Family Trust (21)		24,445		*	%		9,723		-		34,168		-		*	%
Fa Yun Monastery (22)		20,000		*	%		10,000		-		30,000		-		*	%
Faudskar Family Living Trust (23)		21,550		*	%		9,152		-		30,702		-		*	%
Fenton Family Living Trust (24)		11,582		*	%		5,291		-		16,873		-		*	%
Fmt Co Cust IRA FBO James D. Egan		2,500		*	%		-		-		2,500		-		*	%
Fox Trust (25)		12,259		*	%		5,255		-		17,514		-		*	%
Frank P. Valvo & Joyce Valvo JWTROS		2,500		*	%		1,250		-		3,750		-		*	%
Frederick Zobrist & Lylaine Zobrist		5,000		*	%		2,500		-		7,500		-		*	%
Frick Family Living Trust (26)		2,500		*	%		1,250		-		3,750		-		*	%
Gary Bryant		2,943		*	%		-		-		2,943		-		*	%
Gary J. and Marta T. McCall		2,778		*	%		1,389		-		4,167		-		*	%
Gary R Miehe Living Trust (27)		13,444		*	%		5,222		-		18,666		-		*	%
Genevieve R Schwahn		5,000		*	%		2,500		-		7,500		-		*	%
George W. Duncan		500		*	%		-		4,244		4,744		-		*	%
Gerhard Family Living Trust (28)		508		*	%		-		-		508		-		*	%
Gilbert Lerner		5,000		*	%		2,500		-		7,500		-		*	%
Glen & Barbara Conly Living Trust (29)		2,500		*	%		1,250		-		3,750		-		*	%
Gordon Muir		175		*	%		-		-		175		-		*	%
Grandview Capital Partners, Inc. (30)		170,000		3.45	%		-		-		170,000		-		*	%
Greenleaf Chemical LLC DBPP (31)		2,500		*	%		1,250		-		3,750		-		*	%
Grisham Family Living Trust (32)		10,000		*	%		5,000		-		15,000		-		*	%
GTD Financial LLC (33)		307,861		6.24	%		151,431		-		459,292		-		*	%
Hans Jordi RBC Capital Markets LLC Cust		3,000		*	%		-		-		3,000		-		*	%
Hartunian Family Rev. Trust (34)		17,500		*	%		8,750		-		26,250		-		*	%
Harvey And Renee Kesner		625		*	%		-		2,551		3,176		-		*	%
High and Tight Investments LP (35)		43,036		*	%		20,519		-		63,555		-		*	%
Hillair Capital Investments LP (36)		125,000		2.53	%		-		596,994		721,994		-		*	%
Hillel Eberlin		10		*	%		-		-		10		-		*	%
Hirt Family Living Trust (37)		21,599		*	%		10,300		-		31,899		-		*	%
Howard Balduc IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
Jack and Zella Stone Trust (38)		5,000		*	%		2,500		-		7,500		-		*	%
Jake J. Raymond		1,000		*	%		-		-		1,000		-		*	%
James & Seiko Bates		1,029		*	%		-		-		1,029		-		*	%
James A & Gabriella Trusty Trust (39)		5,000		*	%		2,500		-		7,500		-		*	%
James A Beckstrom		5,965		*	%		2,833		-		8,798		-		*	%
James J Roberts Jr.		12,944		*	%		5,222		-		18,166		-		*	%
James M. Frager		2,778		*	%		1,389		-		4,167		-		*	%
James W. Logan		2,500		*	%		1,250		-		3,750		-		*	%
Janet Ross		2,881		*	%		-		-		2,881		-		*	%
Jean Anne Cozma		2,500		*	%		-		-		2,500		-		*	%
Jeanette Horvath & Linda M. Horvath		6,898		*	%		3,324		-		10,222		-		*	%
Jeff Grout		41,167		*	%		-		-		41,167		-		*	%
Jeff Mitchell		8,500		*	%		-		-		8,500		-		*	%
Jeffery P Arnold		5,000		*	%		2,500		-		7,500		-		*	%
Jeffrey J. Raymond Jr.		1,000		*	%		-		-		1,000		-		*	%

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
Jeffrey Quick		7,135		*	%		-		-		7,135		-		*	%
Jeffrey R. Stuart		10,946		*	%		-		15,363		26,309		-		*	%
Jeffrey Smith		2,161		*	%		-		-		2,161		-		*	%
Jill B Guttman		5,000		*	%		2,500		-		7,500		-		*	%
Jill Knuutila		1,000		*	%		-		-		1,000		-		*	%
Jim Eyberg		1,112		*	%		556		-		1,668		-		*	%
Joan Mcguirk IRA RBC Capital Markets LLC Cust		4,000		*	%		-		-		4,000		-		*	%
Joel B Fishman Trust (40)		3,000		*	%		1,500		-		4,500		-		*	%
John A. Sanchez, CPA, LLC (41)		1,500		*	%		-		-		1,500		-		*	%
John Alessandro		-		*	%		-		1,062		1,062		-		*	%
John B Bessey & Linda C Bessey		2,500		*	%		1,250		-		3,750		-		*	%
John B Gerhard IRA RBC Capital Markets LLC Cust		5,000		*	%		-		-		5,000		-		*	%
John C Calhoun Bene IRA		250		*	%		-		-		250		-		*	%
John Fox		2,800		*	%		-		-		2,800		-		*	%
John N Alessandro		125		*	%		-		-		125		-		*	%
John R. Baleno		250		*	%		-		2,123		2,373		-		*	%
John Sarad		6,000		*	%		3,000		-		9,000		-		*	%
John Stampfer		9,000		*	%		-		-		9,000		-		*	%
Joseph Lucosky		5,835		*	%		-		-		5,835		-		*	%
Joseph N. Zizzi Revocable Trust (42)		2,500		*	%		1,250		-		3,750		-		*	%
Kate Hughes		13,872		*	%		5,403		-		19,275		-		*	%
Katherine Raymond		1,000		*	%		-		-		1,000		-		*	%
Keith M Colgate IRA RBC Capital Markets LLC Cust		5,000		*	%		-		-		5,000		-		*	%
Kenneth A Meyer Family Trust (43)		6,500		*	%		3,250		-		9,750		-		*	%
Kenneth L Roberts And Glenda K Roberts		17,566		*	%		7,333		-		24,899		-		*	%
Kenneth Meyer Bene Joyce Meyer Decd Roth		3,500		*	%		-		-		3,500		-		*	%
Kenneth N Ash & Teresa R Ash		2,500		*	%		1,250		-		3,750		-		*	%
Kenneth R Porcell / Carol J Tampa		5,787		*	%		2,644		-		8,431		-		*	%
Kent Mundon		1,625		*	%		-		-		1,625		-		*	%
Kermit M Zarley Jr		7,895		*	%		3,823		-		11,718		-		*	%
Kim Ward Eggleston Revocable Trust (44)		-		*	%		1,389		-		1,389		-		*	%
Kronshage Living Trust (45)		5,768		*	%		2,634		-		8,402		-		*	%
Lamour Riddle & Georgia Ann Riddle		5,000		*	%		2,500		-		7,500		-		*	%
Lance Alan Parker		5,000		*	%		2,500		-		7,500		-		*	%
Lawrence D Ray & Phyl A Ray Living Trust (46)		10,000		*	%		5,000		-		15,000		-		*	%
Leeann Devlall		10		*	%		-		-		10		-		*	%
Lenard Farrar III & Ann Farrar Rev Trust (47)		9,048		*	%		4,349		-		13,397		-		*	%
Lenora A. Paulson		10,780		*	%		5,140		-		15,920		-		*	%
Lester F Goldstein and Deanna C Goldstein		-		*	%		1,582		-		1,582		-		*	%
Levelogic, Inc. (48)		5,000		*	%		-		-		5,000		-		*	%
Liesel Van Heerden		10		*	%		-		-		10		-		*	%
Linda Moraski		112,837		2.29	%		-		-		112,837		-		*	%
Linda Sue Carrier		617		*	%		-		-		617		-		*	%
Lindsay Altson Zaborowski		10		*	%		-		-		10		-		*	%
Loretta M Patala Decl of Trust (49)		7,500		*	%		3,750		-		11,250		-		*	%
Loretta S Balduc IRA RBC Capital Markets LLC Cust (50)		2,500		*	%		-		-		2,500		-		*	%
Lorine E Vogt Appointment Trust 45" FBO" William T Vogt Jr Trustee (51)		250		*	%		-		-		250		-		*	%
Louis & Rita Pitts Rev Liv Tru (52)		11,592		*	%		5,296		-		16,888		-		*	%
Louise Edwina Smith		11,448		*	%		-		-		11,448		-		*	%
Louise Lineker		10		*	%		-		-		10		-		*	%
Luna Ventures LLC (53)		64,098		1.30	%		10,000		-		74,098		-		*	%
Marcus Moreno		1,628		*	%		-		-		1,628		-		*	%
Marcus Moreno and Patti Moreno JTWROS		6,101		*	%		2,851		-		8,952		-		*	%
Margherita Gesualdi		4,634		*	%		-		-		4,634		-		*	%
Mario Dell'Aera, Jr.		8,400		*	%		-		-		8,400		-		*	%
Mark & Troas Brownstein Family Trust (54)		2,888		*	%		1,319		-		4,207		-		*	%
Mark P. Aiello		25,701		*	%		-		-		25,701		-		*	%
Mark Newton		855		*	%		-		-		855		-		*	%
Mark P. Leone		500		*	%		-		4,244		4,744		-		*	%
Mark W. Deseran And Lisa D. Deseran Trustees Of The Deseran Revocable Trust (55)		2,800		*	%		-		-		2,800		-		*	%
Marketbyte, LLC (56)		10,000		*	%		-		-		10,000		-		*	%
Marla I Green		1,030		*	%		-		-		1,030		-		*	%
Marshall J Stein		5,000		*	%		2,500		-		7,500		-		*	%
Martin J. Brill		11,250		*	%		-		-		11,250		-		*	%

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
Marty Bender		303		*	%		-		-		303		-		*	%
Mary T. Thornton & James W. Thornton Jr.		4,232		*	%		2,041		-		6,273		-		*	%
Masahiro Nishimura		9,372		*	%		5,403		-		14,775		-		*	%
Matthew Briand		224,843		4.56	%		112,336		81,072		418,251		-		*	%
Max Taylor And Robin Stos		4,861		*	%		-		-		4,861		-		*	%
Megale, LLC (57)		8,575		*	%		-		-		8,575		-		*	%
Michael & Diane Kierjewski		4,000		*	%		2,000		-		6,000		-		*	%
Michael & Pat Oman Rev Liv Trust (58)		5,000		*	%		2,500		-		7,500		-		*	%
Michael A. Consolazio		79,136		1.60	%		-		-		79,136		-		*	%
Michael Baybak & Company, Inc. (59)		6,000		*	%		-		-		6,000		-		*	%
Michael Feliksa Roth IRA RBC Capital Markets LLC Cust (60)		5,000		*	%		-		-		5,000		-		*	%
Michael J. Castelli		-		*	%		1,389		-		1,389		-		*	%
Michael James Ferraro Corp Def Benefit Plan		5,780		*	%		2,640		-		8,420		-		*	%
Michael Mulder		2,397		*	%		-		-		2,397		-		*	%
Michal Wasilewski		832		*	%		422		-		1,254		-		*	%
Micheal Briola		2,000		*	%		-		-		2,000		-		*	%
Michella Trust (61)		24,326		*	%		10,414		-		34,740		-		*	%
MidCap Financial Trust (62)		25,000		*	%		12,000		-		37,000		-		*	%
Mike Gustafson		1,625		*	%		-		-		1,625		-		*	%
Mike Mulder		-		*	%		1,667		-		1,667		-		*	%
Millennium Trust Company, LLC Cust. FBO Stephen Falk IRA (63)		9,150		*	%		-		-		9,150		-		*	%
Miller Family Trust Dtd 7-18-00 (64)		12,234		*	%		5,243		-		17,477		-		*	%
Milliken Family Trust (65)		2,137		*	%		976		-		3,113		-		*	%
Mitchell 1999 Trust (66)		509		*	%		-		-		509		-		*	%
Monica Rodrigues-Arias		448		*	%		-		-		448		-		*	%
Monica Rodriguez		384		*	%		422		-		806		-		*	%
Heather D. Haughey		60,827		1.23	%		-		-		60,827		-		*	%
National Financial Services LLC Cust FBO Thomas J Walsh IRA		10,000		*	%		-		-		10,000		-		*	%
National Financial Services LLC FBO Gerald M Frick IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO Gerald Mckenna R/O IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO John C Morzelewski R/O IRA		2,500		*	%		-		-		2,500		-		*	%
National Financial Services LLC FBO Joseph N Zizzi R/O IRA		2,500		*	%		-		-		2,500		-		*	%
National Financial Services LLC FBO Kathleen M Claussen R/O IRA		10,000		*	%		-		-		10,000		-		*	%
National Financial Services LLC FBO Louis H Pitts R/O IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO Norman K Weinstein R/O IRA		10,000		*	%		-		-		10,000		-		*	%
National Financial Services LLC FBO Paul Hayden IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO Paul S Rogin Sep IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO Ralph Milliken IRA		5,000		*	%		-		-		5,000		-		*	%
National Financial Services LLC FBO Scott D Lovett R/O IRA		2,500		*	%		-		-		2,500		-		*	%
National Financial Services LLC FBO Yellapu Anjan IRA		2,500		*	%		-		-		2,500		-		*	%
Nazim Lokhandwala		140		*	%		-		1,189		1,329		-		*	%
Nelson Cruz		22,987		*	%		10,494		-		33,481		-		*	%
Nevastar Investments Corp (67)		28,372		*	%		12,936		-		41,308		-		*	%
New Greenridge Global LLC (68)		5,000		*	%		-		-		5,000		-		*	%
Nga Management (69)		1,000		*	%		-		-		1,000		-		*	%
Nhlanhla Zondo		10		*	%		-		-		10		-		*	%
Nicholas E Miller		6,469		*	%		2,610		-		9,079		-		*	%
Nick Koutsitivits		15,100		*	%		-		-		15,100		-		*	%
Nicol Stryker		1,000		*	%		-		-		1,000		-		*	%
Ofelia Centeno Descendants Trust (70)		5,000		*	%		2,500		-		7,500		-		*	%
P L Herzstein Re Intervivor Tr (71)		7,888		*	%		3,819		-		11,707		-		*	%
Patricia A. Hirt		11,579		*	%		5,290		-		16,869		-		*	%

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
Patricia M Lewis Family Living Trust (72)		5,396		*	%		1,323		-		6,719		-		*	%
Patricia M. Lewis		-		*	%		1,250		-		1,250		-		*	%
Patrick A. Dempsey		5,000		*	%		6,389		-		11,389		-		*	%
Patrick B Muscati Living Trust (73)		2,296		*	%		1,048		-		3,344		-		*	%
Paul David Crain		1,000		*	%		-		8,487		9,487		-		*	%
Paul Emerick IRA RBC Capital Markets LLC Cust		6,000		*	%		-		-		6,000		-		*	%
Paul Polito		13,064		*	%		7,475		-		20,539		-		*	%
PBNJ Advisors, Inc. (74)		1,800		*	%		-		-		1,800		-		*	%
PCG Advisory Group (75)		7,500		*	%		-		-		7,500		-		*	%
Pensco Trust Company FBO: Jill M. Knuutila IRA (76)		5,000		*	%		2,500		-		7,500		-		*	%
Phathekile Dolph Nxele		10		*	%		-		-		10		-		*	%
Proactive Capital Resources Group, LLC (77)		5,000		*	%		-		-		5,000		-		*	%
Pylon Management, Inc (78)		29,065		*	%		-		-		29,065		-		*	%
R. Douglas Armstrong		875		*	%		-		2,551		3,426		-		*	%
R/N/O National Financial Services LLC CUST FBO Thomas J Walsh IRA		-		*	%		5,000		-		5,000		-		*	%
R3 Trading Partners, LLC (79)		110,103		2.23	%		26,390		-		136,493		-		*	%
Raheb Family Trust Agreement (80)		5,000		*	%		2,500		-		7,500		-		*	%
Rajan Parekh and Jill Parekh		6,976		*	%		2,613		-		9,589		-		*	%
Raymond A Konkol Jr.		5,000		*	%		2,500		-		7,500		-		*	%
Raymond James & Assoc Inc Csdn FBO David Keeling IRA		5,000		*	%		-		-		5,000		-		*	%
Raymond James & Assoc Inc Csdn FBO Deborah Wichterman IRA		3,500		*	%		-		-		3,500		-		*	%
Raymond James & Assoc Inc Csdn FBO Leighton Kidder IRA		2,500		*	%		-		-		2,500		-		*	%
Raymond James & Assoc Inc Csdn FBO Paul Gruber IRA U/A/D 6/24/14		2,000		*	%		-		-		2,000		-		*	%
Raymond James & Assoc Inc Csdn FBO Stacie Riggs (Bene) IRA		2,500		*	%		-		-		2,500		-		*	%
Raymond James & Assoc Inc Csdn FBO Thomas G Ashe IRA		2,500		*	%		-		-		2,500		-		*	%
Raymond James & Assoc Inc Csdn FBO Walter Schneble IRA		2,500		*	%		-		-		2,500		-		*	%
Raymond James & Assoc Inc Csdn Fro Gary Pisel IRA		5,000		*	%		-		-		5,000		-		*	%
Raymond James & Associates, Inc. CSDN FBO David L Keeling IRA		-		*	%		2,500		-		2,500		-		*	%
Raymond James & Associates, Inc. CSDN FBO Deborah Wichterman IRA		-		*	%		1,750		-		1,750		-		*	%
Raymond James & Associates, Inc. CSDN FBO Gary H Pisel IRA		-		*	%		2,500		-		2,500		-		*	%
Raymond James & Associates, Inc. CSDN FBO John Goryl IRA		-		*	%		2,500		-		2,500		-		*	%
Raymond James & Associates, Inc. CSDN FBO Leighton Kidder IRA		-		*	%		1,250		-		1,250		-		*	%
Raymond James & Associates, Inc. CSDN FBO Paul A Gruber IRA		-		*	%		1,000		-		1,000		-		*	%
Raymond James & Associates, Inc. CSDN FBO Thomas G Ashe IRA		-		*	%		1,250		-		1,250		-		*	%
Raymond James & Associates, Inc. CSDN FBO Walter J Schneble IRA		-		*	%		1,250		-		1,250		-		*	%
Raymond James & Associates, Inc. CSDN Patricia Egan IRA		-		*	%		1,250		-		1,250		-		*	%
Raymond James And Assoc Inc CSDN FBO John Goryl IRA		5,000		*	%		-		-		5,000		-		*	%
RBC Capital Markets LLC Cust FBO Barbara Lubsen IRA		-		*	%		1,250		-		1,250		-		*	%

									Number of
									Shares underlying		Shares
							Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to						Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering						Warrants		Stock		Prospectus		the Offering
	Number			Percent									Number		Percent
RBC Capital Markets LLC Cust FBO Carl H Parker IRA		-			*	%		5,000		-		5,000		-		*	%
RBC Capital Markets LLC Cust FBO David R Gobelle IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Deane A Novak IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Dennis A Johnson IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Donna S Parkinson IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Douglas P Goodrich IRA		10,000			*	%		5,000		-		15,000		-		*	%
RBC Capital Markets LLC Cust FBO Eric J Koppitsch IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Gerald M Frick IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Hans P Jordi IRA		-			*	%		1,500		-		1,500		-		*	%
RBC Capital Markets LLC Cust FBO Howard Balduc IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO James D Egan IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO James Markakis Roth IRA		10,000			*	%		5,000		-		15,000		-		*	%
RBC Capital Markets LLC Cust FBO Joan McGuirk IRA		-			*	%		2,000		-		2,000		-		*	%
RBC Capital Markets LLC Cust FBO John B Gerhard IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO John C Morzelewski IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Joseph N Zizzi IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Kathleen M Claussen IRA		-			*	%		5,000		-		5,000		-		*	%
RBC Capital Markets LLC Cust FBO Kathy A Fintel Sep IRA		3,500			*	%		-		-		3,500		-		*	%
RBC Capital Markets LLC Cust FBO Keith M ColgateIRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Kenneth Meyer Bene Joyce Meyer Decd Roth IRA		-			*	%		1,750		-		1,750		-		*	%
RBC Capital Markets LLC Cust FBO Lester Goldstein Roth IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Loretta S Balduc IRA		-			*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Louis H Pitts IRA		-			*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Michael J Feliksa Roth IRA		-			*	%		750		-		750		-		*	%
RBC Capital Markets LLC Cust FBO Norman K Weinstein IRA			-		*	%		5,000		-		5,000		-		*	%
RBC Capital Markets LLC Cust FBO Paul Hayden IRA			-		*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Paul L Emerick IRA			-		*	%		3,000		-		3,000		-		*	%
RBC Capital Markets LLC Cust FBO Paul S Rogin Sep IRA			-		*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Ralph Milliken IRA			-		*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Richard G Strub IRA			-		*	%		8,100		-		8,100		-		*	%
RBC Capital Markets LLC Cust FBO Robert B Kirby IRA			-		*	%		3,750		-		3,750		-		*	%
RBC Capital Markets LLC Cust FBO Robert D Sugar IRA			-		*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Robin Rawlings IRA			-		*	%		2,500		-		2,500		-		*	%

								Number of
								Shares underlying		Shares
						Number of		Promissory Notes		Included
Name of Selling	Shares Owned Prior to					Shares underlying		and / or Preferred		in this		Shares Owned After
Shareholder	the Offering					Warrants		Stock		Prospectus		the Offering
	Number		Percent									Number		Percent
RBC Capital Markets LLC Cust FBO Ruth Drapkin IRA		-		*	%		1,750		-		1,750		-		*	%
RBC Capital Markets LLC Cust FBO Scott D Lovett IRA		-		*	%		1,250		-		1,250		-		*	%
RBC Capital Markets LLC Cust FBO Son Quang Le IRA		-		*	%		2,000		-		2,000		-		*	%
RBC Capital Markets LLC Cust FBO Stephen J Green Stephen Green PC Simple IRA		-		*	%		5,000		-		5,000		-		*	%
RBC Capital Markets LLC Cust FBO Terrence M Lubsen IRA		-		*	%		2,500		-		2,500		-		*	%
RBC Capital Markets LLC Cust FBO Yellapu Anjan IRA		-		*	%		1,250		-		1,250		-		*	%
RBO Capital Markets LLC Cust FBO Berta I Tisovic IRA		-		*	%		5,000		-		5,000		-		*	%
RBO Capital Markets LLC Cust FBO Elvira Feliksa Roth IRA		-		*	%		2,000		-		2,000		-		*	%
RBO Capital Markets LLC Cust FBO Gerald McKenna IRA		-		*	%		2,500		-		2,500		-		*	%
RBO Capital Markets LLC Cust FBO Kathy A Fintel Sep IRA		-		*	%		1,750		-		1,750		-		*	%
RBO Capital Markets LLC Cust FBO Michael J Feliksa IRA		-		*	%		1,750		-		1,750		-		*	%
RBO Capital Markets LLC Cust FBO William Kost IRA		-		*	%		1,250		-		1,250		-		*	%
Rhoda Dakin Chr Rem Annuity Tr (81)		-		*	%		4,500		-		4,500		-		*	%
Richard Arnitz		2,500		*	%		1,250		-		3,750		-		*	%
Richard Blaschke Trust (82)		10,238		*	%		4,869		-		15,107		-		*	%
Richard G Strub IRA RBC Capital Markets LLC Cust		16,200		*	%		-		-		16,200		-		*	%
Richman Mboneni Nkabani		10		*	%		-		-		10		-		*	%
River Star (83)		3,639		*	%		-		-		3,639		-		*	%
Robert B Kirby IRA RBC Capital Markets LLC Cust		7,500		*	%		-		-		7,500		-		*	%
Robert Beauchamp		5,000		*	%		2,500		-		7,500		-		*	%
Robert D Sugar IRA RBC Capital Markets LLC Cust		2,500		*	%		-		-		2,500		-		*	%
Robert D Whitlatch / Mary Sandra Whitlatch		9,823		*	%		4,487		-		14,310		-		*	%
Robert G White Living Trust (84)		5,000		*	%		2,500		-		7,500		-		*	%
Robert George Oettle		10		*	%		-		-		10		-		*	%
Robert L. Sugar and Vicki L. Sugar		4,000		*	%		2,000		-		6,000		-		*	%
Robert O Mayer & Julie Mayer		4,834		*	%		-		-		4,834		-		*	%
Robert O Mayer & Julie Mayer Ttee U/A Dtd 11/13/13 (85)		4,415		*	%		-		-		4,415		-		*	%
Robert O. & Julie Mayer Family Trust (86)		6,084		*	%		-		-		6,084		-		*	%
Robert O. Mayer		9,750		*	%		2,779		-		12,529		-		*	%
Robert S. Rein		36,245		*	%		-		-		36,245		-		*	%
Robert Y. Lee		24,000		*	%		-		-		24,000		-		*	%
Robert Y. Lee C/F Robert Y. Lee II		3,250		*	%		-		-		3,250		-		*	%
Robin Rawlings IRA RBC Capital Markets LLC Cust		5,000		*	%		-		-		5,000		-		*	%
Robin Ude		5,885		*	%		-		-		5,885		-		*	%
Robyn Brenda Hoepner		10		*	%		-		-		10		-		*	%
Roland And Cindy Gentner		11,001		*	%		-		-		11,001		-		*	%
Roland Gentner & Cynthia Louise Gentner JTWROS		15,402		*	%		-		-		15,402		-		*	%
Romanish Family Living Trust (87)		10,775		*	%		5,138		-		15,913		-		*	%
Ronald Perlove		5,000		*	%		2,500		-		7,500		-		*	%
Ross W Mckie		17,601		*	%		-		-		17,601		-		*	%
Rubenstein Family Trust (88)		-		*	%		1,389		-		1,389		-		*	%
Rudolf Muller		10		*	%		-		-		10		-		*	%
Ruth Drapkin IRA RBC Capital Markets LLC Cust		3,500		*	%		-		-		3,500		-		*	%
RVR Consulting Group II, LLC (89)		1,900		*	%		-		-		1,900		-		*	%
Ryan Lovett		138		*	%		-		-		138		-		*	%
Ryan Paul Stevenson		10		*	%		-		-		10		-		*	%
S J Laband and L Kubby Trust (90)		6,969		*	%		2,606		-		9,575		-		*	%
Sadir Hamad		3,500		*			1,750		-		5,250		-		*	%
Sandra K. Kleen & Frederick L. Killion		2,500		*			1,250		-		3,750		-		*	%
Sandra L Velotta / John C Velotta		5,788		*			2,644		-		8,432		-		*	%
Sanele Majola		10		*			-		-		10		-		*	%
Schwarting Revocable Trust (91)		7,308		*			3,554		-		10,862		-		*	%
Scott Reed		6,017		*			-		-		6,017		-		*	%
Scott Schlegel		7,500		*			3,750		-		11,250		-		*	%

												Number of
												Shares underlying		Shares
									Number of			Promissory Notes		Included
Name of Selling	Shares Owned Prior to								Shares underlying			and / or Preferred		in this		Shares Owned After
Shareholder	the Offering								Warrants			Stock		Prospectus		the Offering
	Number			Percent												Number		Percent
Scott Unfug			2,778		*					1,389			-		4,167		-		*	%
Seton Services, Ltd. (92)			2,500		*					-			-		2,500		-		*	%
Seven Investre, LLC (93)			143,862		2.92		%			26,945			-		170,807		-		*	%
Sharyn Rena Dabbs			10		*					-			-		10		-		*	%
Simon Dealy			4,634		*					-			-		4,634		-		*	%
Simon Lythgoe			22,297		*					-			-		22,297		-		*	%
Siphamandla Emmanuel Maphalala			10		*					-			-		10		-		*	%
Slobodzian-Weegar Trust Dtd 6/11/04 (94)			5,000		*					2,500			-		7,500		-		*	%
Sodak Offerings II, LLC (95)			8,704		*					-			-		8,704		-		*	%
Son Le IRA RBC Capital Markets LLC Cust			4,000		*					-			-		4,000		-		*	%
St. George Investments LLC (96)			-		*					-			34,339		34,339		-		*	%
Stein Family Revocable Trust (97)		23,030				*		%			7,824		5,127		35,981		-		*	%
Stephen Green Simple IRA		10,000				*		%			-		-		10,000		-		*	%
Stephen H Patyk and Linda S Patyk		5,174				*		%			2,087		-		7,261		-		*	%
Sterne & Leach Inc C/F John D. Marks IRA		250				*		%			-		2,123		2,373		-		*	%
Sterne Agee & Leach Inc C/F Beverly F German R/O IRA		500				*		%			-		4,244		4,744		-		*	%
Sterne Agee & Leach Inc C/F Linda M Fitzgerald IRA		2,000				*		%			-		16,973		18,973		-		*	%
Steve Miller		13,065				*		%			7,474		-		20,539		-		*	%
Steve R Kalkman		7,500				*		%			12,084		-		19,584		-		*	%
Steve R Kalkman Marty J Kalkman Ttees (98)		34,270				*		%			-		-		34,270		-		*	%
Steve Thompson		13,064				*		%			7,474		-		20,538		-		*	%
Steven Douglas Stinemetz		11,411				*		%			-		-		11,411		-		*	%
Steven Washburn		1,440				*		%			-		-		1,440		-		*	%
Stuart Gregory Milton		14,501				*		%			-		-		14,501		-		*	%
Stuart Gregory Milton, Julie Elizabeth Milton And St Cross Trustees Limited Acting as Trustees of the Helpsonic Limited Pension Scheme (99)		3,055				*		%			-		-		3,055		-		*	%
Sukong Pang		9,372				*		%			5,403		-		14,775		-		*	%
Susanna Catharina Aletta Muller		10				*		%			-		-		10		-		*	%
Terrence M Lubsen IRA RBC Capital Markets LLC Cust		5,000				*		%			-		-		5,000		-		*	%
The Anjan Family Living Trust (100)		8,275				*		%			3,888		-		12,163		-		*	%
The Bluebaugh Family Living Trust (101)		10,000				*		%			5,000		-		15,000		-		*	%
The Crouse Living Trust (102)		3,231				*		%			1,303		-		4,534		-		*	%
The Daack Family Living Trust (103)		3,500				*		%			1,750		-		5,250		-		*	%
The Donald R. Arnold Trust (104)		12,957				*		%			5,229		-		18,186		-		*	%
The Hart Family Living Trust (105)		12,148				*		%			5,200		-		17,348		-		*	%
The James D Gadd Living Trust (106)		10,790				*		%			5,145		-		15,935		-		*	%
The Larissa Hagin Living Trust (107)		12,241				*		%			5,246		-		17,487		-		*	%
The Messina Living Trust (108)		5,000				*		%			2,500		-		7,500		-		*	%
The Michael Semprini Living Trust (109)		5,000				*		%			2,500		-		7,500		-		*	%
The MTG & JSG Family Trust (110)		2,500				*		%			1,250		-		3,750		-		*	%
The Poppy Trust (111)		10,996				*		%			-		-		10,996		-		*	%
The Salmon Family Living Trust (112)		24,303				*		%			10,402		-		34,705		-		*	%
The Williams Family Living Trust (113)		15,774				*		%			6,513		-		22,287		-		*	%
Theobald Marital GST Non-Exempt Trust (114)		16,028				*		%			7,500		-		23,528		-		*	%
Thomas Gallo		100				*		%			-		-		100		-		*	%
Thomas J. Dietz		1,000				*		%			-		-		1,000		-		*	%
Thomas M. Aykroid		2,778				*		%			1,389		-		4,167		-		*	%
Thomas Tobin		250				*		%			-		-		250		-		*	%
Timothy H Crawford Separate Property Trust (115)		3,850				*		%			1,925		-		5,775		-		*	%
Timothy S. Crawford		2,800				*		%			-		-		2,800		-		*	%
Timothy Thelen		1,440				*		%			-		-		1,440		-		*	%
Tipton Family Trust (116)		2,500				*		%			1,250		-		3,750		-		*	%
Tom Celani		10,000				*		%			-		-		10,000		-		*	%
Transvest, LLC (117)		9,225				*		%			-		-		9,225		-		*	%
Trilogy Capital Partners Inc (118)		187,500				3.80		%			-		-		187,500		-		*	%
Venus Global Enterprises Inc. (119)		5,994				*		%			-		-		5,994		-		*	%
Vincent G. Young		-				*		%			-		16,973		16,973		-		*	%
Virginia Anne Cahal		500				*		%			-		4,245		4,745		-		*	%
Wade Pearson		33,100				*		%			-		-		33,100		-		*	%
Ward Family Trust (120)		5,000				*		%			2,500		-		7,500		-		*	%
Wayne Miiller		6,482				*		%			-		-		6,482		-		*	%
Wayne Ricardo Chetty		10				*		%			-		-		10		-		*	%
William & Nancy Earl Fam Liv Trust (121)		5,787				*		%			2,644		-		8,431		-		*	%

We intend to use the net proceeds we receive from the sale of securities by us as set forth in the applicable prospectus supplement.

We will not receive any of the proceeds from the sale of resale shares offered by the selling stockholders. We are registering these shares for sale to provide the selling stockholders with freely tradable securities, but the registration of the shares does not necessarily mean that any of them will actually be offered or sold.

This prospectus and any accompanying prospectus supplement may include or incorporate by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Exchange Act. Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. All statements included or incorporated by reference in this prospectus and any accompanying prospectus supplement, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

Consequently, all of the forward-looking statements made in this prospectus and any prospectus supplement, as well as all of the forward-looking statements incorporated by reference to our filings under the Exchange Act, are qualified by these cautionary statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so by law.

The following description of the material provisions of our capital stock is based upon our articles of incorporation, as amended, which we refer to as our Articles of Incorporation, and our bylaws, as amended, which we refer to as our Bylaws, and applicable provisions of law, in each case as currently in effect as of the date of this prospectus, and is qualified in its entirety by reference to the provisions of those documents.

Certain provisions of the Nevada Revised Statutes, our Articles of Incorporation, and our Bylaws summarized in the following paragraphs may have an anti-takeover effect. This may delay, defer, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests.

As of February 18, 2016, 20,000,000 shares of our common stock, par value $0.00001 per share, were authorized and 4,931,669 shares were outstanding. The general terms of our common stock are described below within the section of this prospectus entitled “Description of Our Common Stock.”

Our Articles of Incorporation authorize our Board of Directors to create and provide for the issuance of one or more series of preferred stock, par value $0.00001 per share, without the approval of our stockholders. Our Board of Directors is authorized to issue such preferred stock in such series and with such preferences, limitations and relative rights as our Board of Directors determines from time to time. Our Articles of Incorporation currently authorize our Board of Directors to issue 20,000,000 shares of preferred stock and as of February 18, 2016, we had issued and outstanding 1,663,008 Series A Preferred Stock shares, 113,000 Series B Preferred Stock shares and accrued dividends totaling $199,561.

The Nevada Revised Statutes (“NRS”), the Articles of Incorporation and the Bylaws include the following provisions, among others, that could discourage potential acquisition proposals and could delay or prevent a change of control:

The Bylaws provide that the number of directors will not be less than 1 or more than 13, with the exact number to be fixed by the board of directors from time to time. Our directors are elected annually. The Bylaws also provide that directors may be removed from office with or without cause only by the affirmative vote of at least sixty-six and two-thirds percent (66 ²/₃%) of the issued and outstanding shares entitled to vote at an election of directors.

In addition to any approvals or consents that may be required under the terms of any outstanding preferred stock, an amendment to our Articles of Incorporation requires approval of our board of directors and the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock.

Staffing 360 may be subject to Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive), which prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for 2 years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and 60% of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such 2-year period. For purposes of these statutes, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the 2 previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” Staffing 360 has not opted out of these statutes in its Articles of Incorporation.

Staffing 360 may also be subject to Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive), which contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (i) one-fifth or more, but less than one-third, (ii) one-third or more, but less than a majority or (iii) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become "control shares" to which the voting restrictions described above apply. These statutes apply to a Nevada corporation if it has 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on the corporation’s stock ledger) and does business in the State of Nevada directly or through an affiliated corporation, unless its articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. Staffing 360 has not opted out of these statutes in its Articles of Incorporation or Bylaws.

In addition, NRS 78.139 also provides that directors may resist a change or potential change in control if the directors, by majority vote of a quorum, determine that the change is opposed to, or not in, the best interests of the corporation.

Our common stock is listed on the NASDAQ Capital Market under the trading symbol “STAF.”

The following securities may be offered, at any time and from time to time, pursuant to this prospectus:

Debt securities offered under this prospectus may be exchangeable for or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.

The debt securities offered by this prospectus will be issued under an indenture between us and the trustee, which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part, subject to such amendments or supplemental indentures as are adopted from time to time. We have summarized selected provisions of the indenture and the debt securities below. This summary is not complete and is qualified in its entirety by reference to the indenture. For purposes of this summary, the terms “we,” “our,” “ours” and “us” refer only to Staffing 360 Solutions, Inc. and not to any of its subsidiaries.

We may issue debt securities at any time and from time to time in one or more series under the indenture. The debt securities that we may issue include senior debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. A series of debt securities may be guaranteed by one or more of our subsidiaries. The indenture gives us the ability to reopen a previous issue of a series of debt securities and issue additional debt securities of the same series, subject to compliance with the applicable requirements set forth in the indenture. The indenture does not limit the amount of debt securities or other secured or unsecured debt which we or our subsidiaries may issue.

We will describe the particular terms of each series of debt securities we offer in a supplement to this prospectus. If any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus. The terms of our debt securities will include those set forth in the indenture and those made a part of the indenture by the Trust Indenture Act of 1939. You should carefully read the summary below, the applicable prospectus supplement and the provisions of the indenture that may be important to you before investing in our debt securities.

We may issue debt securities at any time and from time to time in one or more series under the indenture. The debt securities that we may issue include senior debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. The indenture gives us the ability to reopen a previous issue of a series of debt securities and issue additional debt securities of the same series, subject to compliance with the applicable requirements set forth in the indenture. The indenture does not limit the amount of debt securities which we or our subsidiaries may issue.

We will describe the specific terms of each series of debt securities being offered in a supplement to this prospectus. These terms may include some or all of the following:

The indenture does not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a highly leveraged transaction or a change in control of us, except to the limited extent described under “Consolidation, Merger or Sale.”

We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount may be described in more detail in any applicable prospectus supplement.

Debt securities may be convertible into or exchangeable for other securities, including for example shares of our equity securities. The terms and conditions of any conversion or exchange features will be stated in the applicable prospectus supplement. The terms will include, among others, the following:

Under the indenture, we cannot consolidate or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any person unless:

When the person to whom all or substantially all of our properties and assets are transferred or leased has assumed our obligations under the debt securities and the indenture as described above, we will be released from all our obligations and liabilities under the debt securities and the indenture.

As used in the indenture, the term “person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

We will describe any restrictive covenants for any series of debt securities in the applicable prospectus supplement for such debt securities.

The indenture provides that any one of the following will be an “event of default” with respect to any series of debt securities:

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture. For each series of debt securities, any modifications to the above events of default will be described in the applicable prospectus supplement for those debt securities.

The indenture provides that if an event of default specified in the first, second, third, fourth or sixth bullets above occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of all those debt securities (or, in the case of discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) to be due and payable immediately. If an event of default specified in the fifth bullet above occurs and is continuing, then the principal amount of all the debt securities then outstanding (or, if such debt securities are discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) will be due and payable immediately, without any declaration or other act on the part of the trustee or any holder. In certain cases, a declaration of acceleration may be deemed to be rescinded and annulled as provided in the indenture.

The indenture imposes limitations on suits brought by holders of debt securities against us. Except for actions for payment of overdue principal or interest, no holder of debt securities of any series may institute any action against us under the indenture unless:

We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.

The indenture provides that we may satisfy and discharge obligations with respect to the debt securities of a particular series by either delivering to the trustee for cancellation all outstanding debt securities of that series, or depositing with the trustee, after the outstanding debt securities of that series have become due and payable, or will become due and payable at their stated maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption, sufficient cash or eligible obligations or any combination thereof to pay principal of, and any premium and interest on, all outstanding securities of such series.

The defeasance described above is effective only if, among other things, we deliver to the trustee an opinion of counsel stating that (x) we have received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date of the indenture, in either case to the effect that (and based thereon such opinion shall confirm that) holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred.

The covenant defeasance described above is effective only if, among other things, we deliver to the trustee an opinion of counsel to the effect that holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred.

The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to, among other things:

The indenture also provides that we and the trustee may, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of each series of debt securities affected by such supplemental indenture then outstanding, add any provisions to, or change in any manner, or eliminate or modify in any way the provisions of, the indenture or any supplemental indenture or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby:

The indenture provides that the holders of not less than a majority in aggregate principal amount of the then outstanding debt securities of any series may on behalf of the holders of the debt securities of that series waive any past default and its consequences under the indenture, in each case except:

The debt securities of a series may be issued in whole or in part in book-entry form and may be represented by one or more fully registered global securities. We will deposit any registered global securities with a depositary or with a nominee for a depositary identified in the applicable prospectus supplement and registered in the name of such depositary or nominee. In such case, we will issue one or more registered global securities denominated in an amount equal to the aggregate principal amount of all of the debt securities of the series to be issued and represented by such registered global security or securities. This means that we will not issue certificates to each holder.

Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole:

The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement involving any portion of the series represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:

The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:

Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture.

We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial

interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

We will make payments of principal and premium, if any, and interest, if any, on debt securities represented by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. Neither we, the trustee, any paying agent nor any security registrar will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name.” We also expect that any of these payments will be the responsibility of the participants.

If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or stops being a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, we will issue the debt securities in definitive form in exchange for the registered global security. In addition, if at any time we determine that it is not in our best interest or the best interest of the beneficial owners of securities to continue to have a global security representing all of the securities held by the depositary, we may, at our option, execute, and the trustee will authenticate and deliver, securities in definitive form to the depositary in exchange for all or a portion of the global security. The trustee will register any debt securities issued in definitive form in exchange for a registered global security in the name or names as the depositary, based upon instructions from its participants, shall instruct the trustee.

We may also issue bearer debt securities of a series in the form of one or more global securities, referred to as “bearer global securities.” We will deposit these securities with a depositary identified in the prospectus supplement relating to the series. The prospectus supplement relating to a series of debt securities represented by a bearer global security will describe the applicable terms and procedures. These will include the specific terms of the depositary arrangement and any specific procedures for the issuance of debt securities in definitive form in exchange for a bearer global security, in proportion to the series represented by a bearer global security.

The indenture provides that there may be more than one trustee under the indenture, each for one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under that indenture.

Except as otherwise indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only on the one or more series of debt securities for which it is the trustee under the indenture. Any trustee under the indenture may resign or be removed from one or more series of debt securities. All payments of principal of, and any premium and interest on, and all registration, transfer, exchange, authentication and delivery of, the debt securities of a series will be effected by the trustee for that series at an office designated by the trustee in New York, New York.

The indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an event of default, the trustee will exercise those rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

If the trustee becomes a creditor of ours, the indenture places limitations on the right of the trustee to obtain payment of claims or to realize on property received in respect of any such claim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties concerning the debt securities, however, it must eliminate the conflict or resign as trustee.

The indenture provides that no past, present or future director, officer, stockholder or employee of ours, any of our affiliates, or any successor corporation shall have any liability for any of our obligations, covenants or agreements under the debt securities or the indenture or any indenture supplemental thereto.

The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Series A Preferred Stock. On May 29, 2015, Staffing 360 designated 1,663,008 shares of preferred stock as Series A Preferred Stock, par value $0.00001 per share. The Series A Preferred Stock has a stated value of $10.00 per share along with a twelve percent (12%) annual dividend payable monthly. Shares of the Series A Preferred Stock are convertible into shares of common stock at the holder’s election at any time prior to December 31, 2018 (“the Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of common stock for every one share of Series A Preferred Stock that the holder elects to convert. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights.

In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of Staffing 360 legally available for distribution, prior to and in preference to distributions to the holders of Staffing 360’s common stock or classes and series of securities of Staffing 360 which by their terms do not rank senior to the Series A Preferred Stock, and either in preference to or pari passu with the holders of any other series of Preferred Stock that may be issued in the future that is expressly made senior or pari passu, as the case may be, an amount equal to the stated value of the Series A Preferred Stock less any dividends previously paid out on the Series A Preferred Stock.

The holders of Series A Preferred Stock will be entitled to receive cash dividends at the rate of twelve percent (12%) per annum of the stated value of their shares of Series A Preferred Stock, payable monthly in cash, prior to and in preference to any declaration or payment of any dividend on the common stock. So long as any shares of Series A Preferred Stock are outstanding, Staffing 360 shall not declare, pay or set apart for payment any dividend on any shares of common stock or classes and series of preferred securities of Staffing 360 which by their terms do not rank senior to the Series A Preferred Stock, unless at the time of such dividend Staffing 360 shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock.

Commencing on the Redemption Date, Staffing 360 shall redeem all of the shares of Series A Preferred Stock of each holder, for cash or for shares of common stock in Staffing 360’s sole discretion. If the redemption purchase price is paid in shares of common stock, the holders shall initially receive one and three tenths (1.3) shares of common stock for each $10.00 of the redemption purchase price. If the redemption purchase price is paid in cash, the redemption price paid to each holder shall be equal to the stated value for each share of Series A Preferred Stock, multiplied by the number of shares of Series A Preferred Stock held by such holder, less the aggregate amount of dividends paid to such holder through the Redemption Date.

Series B Preferred Stock. On December 30, 2015, Staffing 360 filed a Certificate of Designations, Preferences and Rights of Series B Preferred Stock with the Nevada Secretary of State, pursuant to which the Company designated 200,000 shares as Series B Preferred Stock, par value $0.00001 per share. The Series B Preferred Stock shall have a stated value of $10.00 per share. Except as otherwise required by law, the Series B Preferred Stock shall have no voting rights.

In the event of a liquidation, dissolution or winding up of the Company, the remaining assets of the Company available for distribution to its stockholders shall be distributed on a pari passu basis among the holders of shares of the Series B Preferred Stock and the holders of the Company’s common stock, par value $0.00001 per share, pro rata based on the number of shares held by each such holder.

There will be no dividends associated with the Series B Preferred Stock or payable to the holders. If a holder elects to convert the Series B Preferred Stock into common stock, then the holder will have the same rights and receive the same dividends, if any, as the holders of the common Stock.

At any time each holder may elect to convert the shares of Series B Preferred Stock held by such holder into shares of common stock. Upon the Series B Conversion, a holder shall receive one share of common stock for every one share of Series B Preferred Stock that the holder elects to convert; provided, however, that (i) to the extent that the holder’s right to receive such amount of common Stock upon conversion of the shares of Series B Preferred Stock would result in the holder holding in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Series B Preferred Stock, then the holder shall not be entitled to convert such shares of Series B Preferred Stock into a number of common stock that exceeds such beneficial ownership limitation, and (ii) notwithstanding any other provision of the Certificate of Designation to the contrary, in no event can conversion of the Series B Preferred Stock pursuant the Certificate of Designation result in the issuance of shares of common stock that would exceed the “Exchange Cap”. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving any transaction(s) pursuant to which Series B Preferred Stock, any stock or other securities convertible into or exchangeable for common stock and/or common stock are issuable that may be aggregated with such shares of common stock issuable upon conversion of Series B Preferred Stock, the number of shares of common stock issuable under outstanding shares of Series B Preferred Stock and other convertible securities and shares of common stock issued pursuant to such transactions(s) would exceed 19.9% of the shares of common stock outstanding as of the date of the earliest transaction(s).

The holders of two-thirds of the Series B Preferred Stock then outstanding, upon notice to the Company, may increase or decrease the beneficial ownership limitation; provided, that the beneficial ownership limitation in no event shall exceed 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the outstanding Series B Preferred Stock.

As of February 18, 2016, we had issued and outstanding 1,663,008 Series A Preferred Stock shares, 113,000 Series B Preferred Stock shares and accrued dividends totaling $199,561.

Our only class of common stock is our common stock, par value $0.00001 per share. Our Articles of Incorporation currently authorize 20,000,000 shares of common stock. As of February 18, 2016, 4,931,669 shares of our common stock were issued and outstanding. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Our board of directors may declare, and we may pay, dividends on the outstanding shares of common stock in the manner and upon the terms and conditions provided by law and the Articles of Incorporation. Dividends payable to the holders of our common stock may be subject to the satisfaction of dividend rights of holders of our preferred stock, if any.

Each stockholder of record of our common stock is entitled to one vote for each share held on every matter properly submitted to such stockholders for a vote. Holders of our common stock do not have cumulative voting rights.

Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to any prior rights of outstanding preferred stock.

Our common stock is listed on the NASDAQ Capital Market under the symbol “STAF.”

The terms of any warrants to purchase securities to be offered pursuant to this prospectus and a description of the material provisions of any applicable warrant agreement relating to such warrants will be set forth in an applicable prospectus supplement.

We may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons

pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.

We or the selling stockholders may offer and sell the securities in any one or more of the following ways:

In addition, we or, subject to the Company’s policy on insider trading, the selling stockholders, may enter into option, share lending or other types of transactions that require us or the selling stockholders, as applicable, to deliver shares of common stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus. We or, subject to the Company’s policy on insider trading, the selling stockholders, may also enter into hedging transactions with respect to the shelf securities or resale shares, as applicable. For example, we or the selling stockholders, may:

We or, subject to the Company’s policy on insider trading, the selling stockholders, may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or the selling stockholders, as applicable, or borrowed from us, the selling stockholders or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us or the selling stockholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we or the selling stockholders may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in shelf securities or resale shares, as applicable, or in connection with a concurrent offering of other securities.

Shares of common stock may also be exchanged for satisfaction of the selling stockholders’ obligations or other liabilities to their creditors. Such transactions may or may not involve brokers or dealers.

Each time we or, if required, the selling stockholders sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The securities may be sold from time to time by us or the selling stockholders in one or more transactions:

The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

The selling stockholders might not sell any resale shares under this prospectus. In addition, any resale shares that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

The securities may be sold directly by us or the selling stockholders or through agents designated by us or the selling stockholders, as applicable, from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us or the selling stockholders, as applicable, to such

agent will be set forth in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the pricing of the resale shares. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed the selling stockholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Unless otherwise specified in connection with the particular offering of securities, the validity of any securities offered under this prospectus will be passed upon for us by Jenner & Block LLP, New York, New York, and, with respect to matters of Nevada law, by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada. Any underwriters will be represented by their own legal counsel.

The consolidated financial statements of Staffing 360 Solutions, Inc. as of May 31, 2015, and for each of the years in the two-year period ended May 31, 2015 and 2014 have been incorporated by reference herein in reliance upon the reports of RBSM LLP, independent registered public accounting firms, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

In October 2015, the Company issued a total of 210,000 common stock shares to the board of directors and several of the Company’s employees and officers.

In October 2015 and December 2015, the Company issued a total of 17,630 common stock shares to a placement agent.

On October 21, 2015, the United States District Court for the Western District of Texas, Austin Division (the “Court”) rendered a final judgment against the Company and in favor of NewCSI, Inc., (“NewCSI”) in the amount of $1,306,576 (“Final Judgment Amount”). NewCSI filed a complaint against the Company on May 22, 2014, in which NewCSI alleged that the Company breached a provision of the Stock Purchase Agreement, dated August 14, 2013, between the Company, NewCSI, and the shareholders of NewCSI (“Complaint”). The Court also awarded NewCSI: (i) pre-judgment interest on the Final Judgment Amount, in the amount of $77,186.50; (ii) costs incurred in connection with the Complaint; and (iii) post-judgment interest on all amounts described above at a rate of 0.23 percent per annum from the date of this final judgment until such amounts are paid in full. In rendering its final judgment, the Court granted NewCSI’s post-verdict Motion for Entry of Judgment as a Matter of Law in part and denied the Company’s post-verdict Motion for Entry of Judgment as a Matter of Law in its entirety. The Company believes that the final judgment is unsupported by the evidence and contrary to the law, and filed its notice of appeal of the final judgment to the United States Court of Appeals for the Fifth Circuit (the “Circuit Court”) on January 6, 2016. In the Company’s financial results filed as part of its Form 10-Q for the period ending November 30, 2015, the Company previously accrued for this matter in the amount of $1,694,616, which is in excess of the Final Judgement Amount. However the Form 10-Q was filed on January 14, 2016 and the Company did not foresee the Court’s recommendation to include legal fees and refusal to reduce the judgement by payments that the Company has continued to make to NewCSI in the amount of $413,516. On January 15, 2016 the Court awarded $551,727 to NewCSI for legal fees (inclusive of post-trial legal fees totaling $46,998), which increased the total award to $1,957,108. Thus, the accrual reserves held by the Company would be deficient by $262,492. The Company will take the appropriate steps to record the addition reserve deficiency based on the information received since the January 14, 2016 filing. In addition, since the filing of the Form 10-Q on January 14, 2016, the Company’s principal lenders (MidCap Financial Services LLC and Hillair Capital Management LLC) have funded the bond required to suspend the judgment. The bond was posted on February 9, 2016 and therefore the Company will not be required to satisfy the judgment from its operational resources while the Company’s appeal is pending. A full description of the Complaint can be found under Item 3 of the Company’s 10-K filed with the Securities and Exchange Commission on July 31, 2015.

On November 10, 2015, the Company agreed to amend and extend the maturity date of the Series A bonds to April 15, 2016. The three (3) remaining Series A bond holders agreed to extend the maturity to April 15, 2016 in exchange for 4,375 common stock shares, valued at $23,975.

On November 10, 2015, the Company agreed to amend and extend the maturity date of a $100,000 promissory note to April 15, 2016. The parties agreed to pay one-sixth (1/6th) of the principal amount on the 15th of every month, beginning on December 15, 2015, until paid in full. The parties also agreed to pay all unpaid and accrued interest through the date of the amended agreement and prepay interest through December 15, 2015. In addition, the holder of the amended note can, at any time, convert any unpaid principal and accrued interest at $10.00 per share. In addition, for every $1.00 of principal converted, the Company will issue a warrant to purchase one-half of a common stock share at $20.00 per common stock share exercisable for a term of three (3) years.

On November 13, 2015, Staffing 360 initiated a Judicial Arbitration and Mediation Services (“JAMS”) Arbitration against the three shareholders of NewCSI, each a former Staffing 360 officer and employee. In the Demand for Arbitration and Statement of Claim, Staffing 360 alleges that these individuals breached their employment agreements with Staffing 360 and the fiduciary duties each owed to the company.

On December 3, 2015, the Company issued warrants to purchase 30,087 shares to a placement agent.

On December 11, 2015, two (2) Series B Bond Holders owning an aggregate principal amount of $400,000 in Series B Bonds agreed to modify the terms of the Series B Bonds to provide that (i) the Company shall make payments on the principal amount of the Series B Bonds in six (6) equal tranches, every month, beginning on December 15, 2015, (ii) the Company shall pay all accrued interest on the Series B Bonds by November 6, 2015, as calculated through December 15, 2015, at an increased rate of 18% beginning September 30, 2015. The interest rate will revert back to 12% for all interest payments made after December 15, 2015. In addition, the conversion rate and the price of common stock issued as interest payments on the Series B Bonds decreased from $12.00 to $10.00 per share.

On December 23, 2015, the Company repaid in full the outstanding balance of the $359,000 convertible promissory note that was issued on June 23, 2015.

On January 8, 2016, the Company issued a $359,000 convertible promissory note. The financing has an OID of $54,000, legal fees of $5,000, a term of six (6) months and is convertible into common stock at a price of $11.50 per share.

On February 5, 2016, the “Company entered into a Letter of Employment with Mr. David Faiman that appointed him as the Company’s Chief Financial Officer effective March 7, 2016. The following is an overview of Mr. Faiman’s professional experience. David Faiman, age 42, has over 20 years of finance and accounting experience at both private and public companies, bringing a high degree of knowledge and proficiency to his role as Chief Financial Officer. Prior to joining Staffing 360 Solutions, he has held a number of senior executive roles. From 2013 to 2015, Mr. Faiman was Vice President of Financial Planning & Analysis as well as Chief Accounting Officer of Novitex Enterprise Solutions, Inc. (“Novitex”), a leading provider of solutions in the document outsourcing industry, owned by private equity firm Apollo Global Management, LLC. Prior to Novitex, Mr. Faiman served in various senior financial roles, including acting Chief Financial Officer, during his almost 10-year tenure from 2004 to 2013 at Cengage Learning, Inc. (formerly Thomson Learning of Thomson Reuters), a leading educational content, technology, and services company for the higher education and K–12, professional and library markets worldwide. During this time, Mr. Faiman was part of the management team responsible for the coordination of a multi-billion private equity buyout of Cengage Learning by private equity firm Apax Partners LLP. Mr. Faiman began his career at PricewaterhouseCoopers LLP in its Assurance and Business Advisory practice, where he managed multi-billion dollar global clients over an eight-year period. Mr. Faiman is a Certified Public Accountant and graduated summa cum laude with a Bachelor of Science in Business Administration from the University of Connecticut.

On February 8, 2016, the Company issued a $728,000 convertible debenture with a maturity date of July 1, 2017. The financing has a 12% OID and is convertible into common stock at a price of $10.00 per share at the lender’s election. In connection with the financing, the Company issued 13,000 shares of series B preferred stock.

On February 8, 2016, the Company received an overadvance of $1,050,000 under the revolving loan facility with MidCap Funding X Trust. In addition the Company amended the Credit and Security agreement with MidCap Funding X Trust and was issued $500,000 under the existing Additional Term Loan. In connection with the amendment, the Company issued MidCap Funding X Trust 25,000 shares of common stock.

On February 17, 2016, a previous law firm filed suit in the Supreme Court of the State of New York alleging that the Company owes it $758,778 for failure to pay for legal services rendered by it. The Company disagrees with the quantum and quality of legal services provided by the firm to the Company.

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically, including Staffing 360. We are not incorporating the contents of the SEC website into this prospectus. Reports and other information can also be inspected at the offices of the NASDAQ, 165 Broadway, New York, New York 10006, where our common stock is listed.


Prospectus Supplement
		Page

ABOUT THIS PROSPECTUS SUPPLEMENT		i

PROSPECTUS SUPPLEMENT SUMMARY		s-1

RISK FACTORS		s-3

FORWARD-LOOKING STATEMENTS		s-14

USE OF PROCEEDS		s-15

DILUTION		s-16

PLAN OF DISTRIBUTION		s-17

LEGAL MATTERS		s-18

EXPERTS		s-18

WHERE YOU CAN FIND MORE INFORMATION		s-18

INFORMATION INCORPORATED BY REFERENCE		s-19

Common stock offered by us		Shares of our common stock having an aggregate offering price up to $3,000,000.

Manner of offering		“At The Market Offering” that may be made from time to time to or through our sales agent, Joseph Gunnar. See “Plan of Distribution” on page S-17.

Use of proceeds		We intend to use the net proceeds from this offering to: (i) pay our monthly debt payments pursuant various agreements with lenders; and (ii) fund working capital and other general corporate purposes. See “Use of Proceeds” on page S-15.

Risk factors		See “Risk Factors” beginning on page S-3 of this prospectus supplement and page 2 of the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors you should consider carefully when making an investment decision.

NASDAQ Capital Market symbol		STAF

ABOUT THIS PROSPECTUS	1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	2

RISK FACTORS	2

STAFFING 360 SOLUTIONS, INC.	3

RATIO OF EARNINGS TO FIXED CHARGES	3

SELLING STOCKHOLDERS	3

USE OF PROCEEDS	16

FORWARD-LOOKING STATEMENTS	16

OVERVIEW OF OUR CAPITAL STOCK	16

GENERAL DESCRIPTION OF SECURITIES THAT MAY BE OFFERED	18

DESCRIPTION OF DEBT SECURITIES	18

DESCRIPTION OF PREFERRED STOCK	26

DESCRIPTION OF COMMON STOCK	27

DESCRIPTION OF WARRANTS	28

DESCRIPTION OF RIGHTS	28

PLAN OF DISTRIBUTION	29

LEGAL MATTERS	31

EXPERTS	31

RECENT DEVELOPMENTS	31

WHERE YOU CAN FIND MORE INFORMATION	33

Staffing 360 SEC Filings		Period
Annual Report on Form 10-K		Year ended May 31, 2015 (filed with the SEC on July 31, 2015)

Quarterly Reports on Form 10-Q		Quarterly period ended August 31, 2015 (filed with the SEC on October 15, 2015); Quarterly period ended November 30, 2015 (filed with the SEC on January 14, 2016)

Current Reports filed on Form 8-K		Dates filed: September 4, 2015, September 15, 2015, September 17, 2015, September 28, 2015, November 5, 2015, November 10, 2015, December 31, 2015 and February 11, 2016


Assumed public offering price per share				$	0.80

Historical net tangible book value per share as of April 1, 2017	$	(1.17	)

Increase per share attributable to investors purchasing shares in this offering	$	0.41

Pro forma net tangible book value per share as of April 1, 2017, as adjusted to give effect to this offering				$	(0.76	)

Dilution to investors in this offering				$	1.56