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 25, 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 1.01 Entry into a Material Definitive Agreement.
On July 25, 2022, ShiftPixy, Inc. entered into an amendment to common stock purchase warrant with the holder of the Company’s warrants to purchase 34,840,834 shares of common stock, issued July 19, 2022. Pursuant to the amendment, the warrants were amended to be exercisable commencing January 19, 2023 (six months from the date of issuance) and will terminate January 19, 2030.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to Common Stock Purchase Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 26, 2022 | By: | /s/ Scott W. Absher |
| Scott W. Absher | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT NO. 1 TO WARRANT
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 25th day of July, 2022, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
WHEREAS, the Holder is the holder of an outstanding warrant to purchase up to 34,840,834 shares of common stock of the Company, with an Issue Date of July 19, 2022 (the “Warrant”);
WHEREAS, the Company and the Holder desire to amend the Warrant as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The “Initial Exercise Date” of the Warrant is hereby amended to be January 19, 2023.
2. The “Termination Date” of the Warrant is hereby amended to be January 19, 2030.
3. Except as modified herein, the terms of the Warrant shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| SHIFTPIXY, INC. | ||
| By: | /s/ Scott W. Absher | |
| Name: Scott W. Absher | ||
| Title: Chief Executive Officer | ||
| ARMISTICE CAPITAL MASTER FUND LTD. | ||
| By: | /s/ Brian Kohn | |
| Name: Brian Kohn | ||
| Title: General Counsel of Armistice Capital, LLC, the Investment Manager | ||