Current Report Filing (8-k)
24 9월 2022 - 1:20AM
Edgar (US Regulatory)
0001675634
false
0001675634
2022-09-20
2022-09-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 20, 2022
SHIFTPIXY, INC. |
(Exact name of registrant as specified in its charter) |
Wyoming |
|
47-4211438 |
(State of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
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|
|
501 Brickell Key Drive, Suite 300, Miami, FL |
|
33131 |
(Address of principal executive offices) |
|
(Zip Code) |
(888) 798-9100
(Registrant's telephone number, including area
code)
Commission File No. 001-37954
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
under Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on
which registered |
Common Stock, par value $0.0001 per share |
|
PIXY |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 20, 2022, ShiftPixy, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a large
institutional investor (the “Purchaser”) pursuant to which the Company sold to the Purchaser an aggregate of 416,667 shares
(the “Shares”) of its common stock together with warrants (the “Warrants”) to
purchase up to 833,334 shares of common stock (collectively, the “Offering”). Each
share of common stock and two accompanying Warrants were sold together at a combined offering price of $12.00. The Warrants are
exercisable for a period of seven years commencing upon issuance at an exercise price of $12.00, subject to adjustment. The
Offering closed on September 23, 2022. The gross proceeds to the Company from the Offering were approximately $5 million.
In connection with the Purchase Agreement, the
Company and the Purchaser entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to
the Registration Rights Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) to register the resale by the Purchaser of the Shares and the shares issuable
upon exercise of the Warrants no more than 15 days after the date of closing, and to have such registration statement declared effective
within 30 days of filing (or 60 days in the event of a “full review” by the SEC).
In connection with the Purchase Agreement, the
Company and the Purchaser entered into amendment No. 1 to warrants (the “Warrant Amendment”). Pursuant to the Warrant Amendment,
the exercise price of (i) 25,233 warrants issued on September 3, 2021, and (ii) 98,969 warrants issued on January 28, 2022, was reduced
to $0.01.
Pursuant
to the Purchase Agreement, the Company has agreed not to enter into any agreement to issue or announce the issuance or proposed issuance
of any common stock (or equivalents) for a period of 30 days following the effective date of the Registration Statement, subject to certain
customary exceptions.
A.G.P./Alliance Global Partners (the “Placement
Agent”) acted as the exclusive placement agent in connection with the Offering pursuant to the terms of a placement agent agreement,
dated September 20, 2022, between the Company and the Placement Agent (the “Placement Agent Agreement”). Pursuant to the Placement
Agent Agreement, the Company paid the Placement Agent a fee equal to 7.0% of the aggregate gross proceeds from the Offering. In addition
to the cash fee, the Company issued to the Placement Agent warrants to purchase up to 20,833 shares of common stock (5% of the number
of shares sold in the Offering (the “Placement Agent Warrants”)). The Placement Agent Warrants will be exercisable for a period
commencing six months from issuance, will expire four years from the effectiveness of a registration statement for the resale of the underlying
shares, and have an initial exercise price of $13.20 per share.
In connection with the foregoing, the Company
relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions
not involving a public offering.
The foregoing descriptions of the Purchase
Agreement, Registration Rights Agreement, Warrants, Warrant Amendment, Placement Agent Agreement, and Placement Agent Warrants are not
complete and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as
exhibits to this report.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosures in Item 1.01 of this report are
incorporated by reference into this Item 3.02.
On September 21, 2022,
the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as an exhibit to this
report.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this
report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SHIFTPIXY, INC. |
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Date: September 23, 2022 |
By: |
/s/ Scott W. Absher |
|
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Scott W. Absher |
|
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Chief Executive Officer |
ShiftPixy (NASDAQ:PIXY)
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