BGSF Inc 2026年季度报告

(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany.See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.(Checkone): LargeacceleratedfilerAccelerated FilerNon-accelerated filer(Do not check if a smaller reporting company)Smallerreportingcompany☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐NoSecurities registered pursuant to Section 12(b) of the Act: As of May4, 2026 there were 10,717,975 shares of the registrant’s common stock outstanding. EXPLANATORY NOTE BGSF, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarterlyperiod ended March 29, 2026, which was filed with the Securities and Exchange Commission on May 6, 2026 (the “Form 10-Q”), for thesole purpose of correcting the number of shares of the Company’s common stock outstanding as of May 4, 2026. Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Form 10-Q. Furthermore, thisAmendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Form 10-Q. This Amendment should be read in conjunction with the Form 10-Q. The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q. ExhibitNumberDescription2.1††Equity Purchase Agreement, dated as of June 14, 2025, among INSPYR Solutions Intermediate, LLC, BGSF Inc.,Finance and Accounting, Inc., and BGSF Professional, LLC (incorporated by reference from the registrant’s CurReport on Form 8-K filed on June 23, 2025)3.1Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Comparegistration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013).3.2Certificate of Amendment to Certificate of Incorporation of BGSF, Inc. (incorporated by reference from the registraCurrent Report on Form 8-K filed on February 12, 2021).3.3Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statemon Form S-1 (File No. 333-191683) filed on November 4, 2013).4.1Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the Company’s registrastatement on Form S-1 (File No. 333-191683) filed on October 28, 2013).10.1**Form of Indemnification Agreement for director and executive officers of BGSF, Inc. (incorporated by reference fthe registrant’s Current Report on Form 8-K filed on February 4, 2014)10.2**Executive Employment Agreement, dated as of February 24, 2026, between B G Staff Services, Inc. and Kelly Br(incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 2, 2026)31.1*Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1implementing Section 302 of the Sarbanes-Oxley Act of 2002.31.2*Certification of Co-Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the SecurExchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002.32.1†Certification of Co-Chief Executive Officers and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101The following financial information from BGSF's Quarterly Report on Form 10-Q for the quarterly period enMarch29, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the UnaudConsolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations, (iii) the Unaudited Statemof Changes in Stockholders' Equity, (iv) the Unaudited Consolidated S