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): December 2, 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 December 2, 2022, ShiftPixy, Inc. (the “Company”) entered into an amendment to common stock purchase warrant with the holder of the Company’s warrants to purchase 833,334 shares of common stock, issued September 23, 2022. Pursuant to the amendment, the warrants were amended to be exercisable commencing March 23, 2023 (six months from the date of issuance) and will terminate March 23, 2030. The Company also granted the holder the right to purchase up to 50% of the Company’s securities offered pursuant to any private placement transaction or public offering registered with the SEC that is announced or consummated during the 24 month period commencing December 2, 2022.
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: December 2, 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 2nd day of December, 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 833,334 shares of common stock of the Company, with an Issue Date of September 23, 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 first sentence of the first paragraph is hereby amended to read “THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 23, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the day that is seven (7) years from the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to 833,334 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock.”
2. The reference to “Issue Date” in Section 2(a) is hereby amended to refer to “Initial Exercise Date.”
3. The following is added as Section 6 of the Warrant:
Holder shall have the right to purchase up to 50% of the Company's securities offered pursuant to any private placement transaction or public offering registered with the Securities and Exchange Commission that is announced or consummated during the twenty four month period commencing December 2, 2022, on such terms as provided in the relevant securities purchase agreements and/or registration statements and prospectuses pertaining to any such transaction.
4. Except as modified herein, the terms of the Warrant shall remain in full force and effect.
5. 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: | CEO |
ARMISTICE CAPITAL MASTER FUND LTD.
| By: | /s/ Steven Boyd | |
| Name: | Steven Boyd | |
| Title: | CIO of Armistice Capital, LLC, the Investment Manager |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
SHIFTPIXY, INC.
| By: | ||
| Name: | ||
| Title: |
ARMISTICE CAPITAL MASTER FUND LTD.
| By: | /s/ Steven Boyd | |
| Name: | Steven Boyd | |
| Title: | CIO of Armistice Capital, LLC, the Investment Manager |