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): July 19, 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.) | |
| 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 5.07 Submission of Matters to a Vote of Security Holders.
On July 19, 2022, holders of the majority of the outstanding shares of common stock of ShiftPixy, Inc. (the “Company”) approved by written consent a 1-for-100 (or such other ratio as may be determined by the Company’s board of directors) reverse split of the Company’s common stock. The reverse split was approved by holders of an aggregate of 25,812,500 of the Company’s outstanding shares of common stock, representing 50.3% of the Company’s outstanding shares of common stock. The Company will complete the reverse split approximately (but not less than) 20 days after the definitive information statement relating to the reverse split is mailed to shareholders.
Item 8.01 Other Events.
On July 19, 2022, the Company’s board of directors approved by written consent a 1-for-100 reverse split of the Company’s common stock.
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.
| SHIFTPIXY, INC. | ||
| Date: July 20, 2022 | By: | /s/ Scott W. Absher |
| Scott W. Absher | ||
| Chief Executive Officer | ||