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): May 12, 2021
|
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.) |
| |
|
|
|
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) |
|
Name
of each exchange on
which registered |
| Common
Stock, par value $0.0001 per share |
|
PIXY |
|
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.
Securities Purchase Agreement
On May 13,
2021, 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 agreed to sell to the Purchaser an aggregate of
(i) 2,320,000 shares
(the “Shares”) of its common
stock, par value $0.0001 per share (the “Common Stock”),
together with warrants
(the “Common Warrants”) to
purchase up to 2,320,000 shares of Common Stock, and (ii)
2,628,453 pre-funded
warrants (the “Pre-funded Warrants” and, together with the
Common Warrants, the “Warrants”) with each Pre-funded Warrant exercisable
for one share of Common Stock, together with Common Warrants to
purchase up to 2,628,453 shares of Common Stock
(collectively, the “Offering”). Each share of Common Stock and
accompanying Common Warrant are being sold together at a combined
offering price of $2.425, and each Pre-funded Warrant and
accompanying Common Warrant are being sold together at a combined
offering price of $2.4249. The Pre-funded Warrants will be
immediately exercisable, at a nominal exercise price of $0.0001,
and may be exercised at any time until all of the Pre-funded
Warrants are exercised in full. The Common Warrants will
have an exercise price of $2.425 per share, will be exercisable
upon issuance and will expire five years from the date of an
effective registration statement covering the shares underlying the
Common Warrants. The gross proceeds to the Company from the
Offering are expected to be approximately $12.0 million. The
Offering closed on May 17, 2021.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company, termination
provisions, and other obligations and rights of the parties. The
representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties. The Purchase Agreement requires the Company to
file a registration statement with the U.S. Securities and Exchange
Commission (the “Commission”) to register the resale by the
Purchaser of the Shares and the shares issuable upon exercise of
the Warrants (the “Warrant Shares”) as soon as practicable, and in
any event, no more than fifteen (15) days after the date of
closing.
The Offering is exempt from registration pursuant to the exemption
for transactions by an issuer not involving any public offering
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and Regulation D under the Securities Act.
The Shares, the Warrants, and the Warrant Shares being sold and
issued in connection with the Purchase Agreement are not registered
under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent registration with
the Commission or an applicable exemption from the registration
requirements. The Purchaser is an “accredited investor” as such
term is defined in Rule 501(a) under the Securities Act. The
Warrants are not and will not be listed for trading on any national
securities exchange.
Placement Agent Agreement
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 May 13, 2021, between
the Company and the Placement Agent (the “Placement Agent
Agreement”). Pursuant to the Placement Agent Agreement, the Company
agreed to pay 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 agreed to issue to the Placement Agent warrants to
purchase an aggregate of up to five percent (5%) of the aggregate
number of Shares and shares of Common Stock issuable upon exercise
of the Pre-funded Warrants sold in the Offering (the “Placement
Agent Warrants”). The Placement Agent Warrants shall be exercisable
for a period commencing six months from issuance and expiring four
years from the effective of a registration statement for the resale
of the underlying shares, and shall have an initial exercise price
of $2.6675 per share.
The
foregoing descriptions of the Purchase Agreement, the Placement
Agent Agreement, the Common Warrant and the Pre-funded Warrant are
not complete and are qualified in their entireties by reference to
the full text of the forms of Purchase Agreement, Placement Agent
Agreement, Common Warrant and Pre-funded Warrant, copies of
which are attached to this this Current Report on
Form 8-K as Exhibits 10.1, 10.2, 4.1 and 4.2,
respectively.
| Item
3.02 |
Unregistered Sales of Equity
Securities. |
The
disclosures in Item 1.01 of this this Current Report on
Form 8-K regarding the Offering are incorporated by reference
into this Item 3.02.
| Item
5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year. |
On May 12,
2021, the Company filed a Certificate of Amendment (the
“Amendment”) to the Company’s Amended and Restated Articles of
Incorporation (the “Articles of Incorporation”) with the Secretary
of State of the State of Wyoming. The Company’s shareholders
previously approved the Amendment at the Company’s Annual Meeting
on March 31, 2021. The Amendment added a new Article X to the
Articles of Incorporation to provide that the federal
district courts of the United States of America will be
the exclusive forum for resolving any complaint asserting
a cause of action arising under the Securities Act.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy of
which is attached to this Current Report on Form 8-K as
Exhibit 3.1.
Item 8.01. Other Events.
On May 14, 2021, the Company issued a press release announcing the
Offering. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
| Item
9.01. |
Financial
Statements and Exhibits. |
The following exhibits are filed as part of this report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date
indicated.
| |
SHIFTPIXY,
INC. |
|
| |
|
|
|
| Date:
May 17, 2021 |
By: |
/s/
Scott W. Absher |
|
| |
|
Scott
W. Absher |
|
| |
|
Chief
Executive Officer and Director |
|
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