Sec Form 13G Filing - CVI Investments Inc. filing for Staffing 360 Solutions Inc. (STAF) - 2021-02-19

 

CUSIP No: 85287307

 

(1)	NAMES OF REPORTING PERSONS
	Heights Capital Management, Inc.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)
	(a)       ¨
	(b)       ¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER
			0
		(6)	SHARED VOTING POWER **
			2,250,000
		(7)	SOLE DISPOSITIVE POWER
			0
		(8)	SHARED DISPOSITIVE POWER **
			2,250,000

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,250,000
(10)	CHECK BOX IF THE AGGREGATE AMOUNT
	IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
(11)	PERCENT OF CLASS REPRESENTED
	BY AMOUNT IN ROW (9)
		5.9%
(12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

 

 

CUSIP No: 85287307

 

Item 1.

 

(a)	Name of Issuer

 

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

 

(b)	Address of Issuer’s Principal Executive Offices

 

641 Lexington Avenue, 27th Floor, New York, NY 10022

 

Item 2(a).

Name of Person Filing

 

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.00001 par value per share (the “Shares”).

 

(i)

CVI Investments, Inc.

 

(ii)

Heights Capital Management, Inc.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of CVI Investments, Inc. is:

 

P.O. Box 309GT

Ugland House

South Church Street

George Town

Grand Cayman

KY1-1104

Cayman Islands

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

 

Item 2(c).

Citizenship

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d)

Title of Class of Securities

 

Common stock, $0.00001 par value per share

 

Item 2(e)

CUSIP Number

 

85287307

 

Item 3.

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

 

(a)

¨

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

 

CUSIP No: 85287307

 

(b)

¨

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

¨

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

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

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The Company’s Prospectus (Registration No. 333-252059), filed on February 11, 2021, indicates there were 38,242,447 Shares outstanding (excluding Shares underlying pre-funded warrants issued at the same time) as of the completion of the offering of the Shares referred to therein.

 

Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

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

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

CUSIP No: 85287307

 

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.    Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.    Notice of Dissolution of Group

 

Not applicable.

 

Item 10.  Certification

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No: 85287307

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: February 19, 2021
CVI INVESTMENTS, INC.			HEIGHTS CAPITAL MANAGEMENT, INC.
By: Heights Capital Management, Inc.			By:	/s/ Brian Sopinsky
pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto			Name:	Brian Sopinsky
			Title:	Secretary
By:	/s/ Brian Sopinsky
Name:	Brian Sopinsky
Title:	Secretary

 

CUSIP No: 85287307

 

EXHIBIT INDEX

 

EXHIBIT		DESCRIPTION
I		Limited Power of Attorney
II		Joint Filing Agreement

 

 

CUSIP No: 85287307

 

Exhibit I

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"), whose Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

 

WHEREAS, by agreement dated July 16, 2015, by and between the Company and Heights Capital Management, Inc., the Company expressly authorized Heights Capital Management, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment Management Agreement attached hereto marked "Appendix l."

 

NOW THIS DEED WITNESSETH that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT, INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf and for the account of the Company; and to take all actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to making, negotiating; signing, endorsing, executing, acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates, proxies and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into of such transactions, instructing the transfer of funds where necessary with respect to such transactions, and performing all of the services specified under the Discretionary Investment Management Agreement with respect to such transactions.

 

IN WITNESS WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.

 

	CVI Investments, Inc.
	By:	/s/ William Walmsley
		William Walmsley, Director

 

 

CUSIP No: 85287307

 

EXHIBIT II

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Staffing 360 Solutions, Inc., $0.00001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of February 19, 2021
CVI INVESTMENTS, INC.			HEIGHTS CAPITAL MANAGEMENT, INC.
By: Heights Capital Management, Inc.			By:	/s/ Brian Sopinsky
pursuant to a Limited Power of Attorney			Name:	Brian Sopinsky
			Title:	Secretary
By:	/s/ Brian Sopinsky
Name:	Brian Sopinsky
Title:	Secretary