UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One) | |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2022 |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _____________ |
SEC File No. 024-10557
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 |
33131 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: (888) 798-9100
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.0001 per share | Trading Symbol(s) |
The NASDAQ Stock Market LLC | ||
Title of each class registered | PIXY | Name of each exchange on which each class is registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. §7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x
As of February 28, 2022, the aggregate market value (based on the Nasdaq quoted closing price of $85.10) of the common stock held by non-affiliates of the registrant was approximately $39.87 million.
The number of outstanding shares of Registrant’s Common Stock, $0.0001 par value, was
shares as of December 12, 2022.
Auditor Name | Auditor Location | Auditor Firm ID | ||
Marcum LLP | New York, NY | (PCAOB NO 688) |
Explanatory Note
The purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of ShiftPixy, Inc. (the “Company”) for the year ended August 31, 2022 (the “Original Form 10-K”) is to re-file the consent of the Company’s independent registered public accounting firm. In connection with the filing of this Amendment, the Company is also including with this Amendment certain currently dated certifications. Except as otherwise set forth in this Explanatory Note, no other information included in the Original Form 10-K is amended or changed by this Amendment.
Item 15. Exhibits
* Filed herewith
** Furnished herewith
*** Previously filed
†Indicates a management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ShiftPixy, Inc.,
a Wyoming corporation
Title | Name | Date | Signature | |||
Principal Executive Officer | Scott W. Absher | December 14, 2022 | /s/ Scott W. Absher |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE | NAME | TITLE | DATE | |||
/s/ Scott W. Absher | Scott W. Absher | Principal Executive Officer and Director (Principal Executive Officer) |
December 14, 2022 | |||
/s/ Manuel A. Rivera | Manuel A. Rivera | Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
December 14, 2022 | |||
/s/ Christopher Sebes | Christopher Sebes | Independent Director | December 14, 2022 | |||
/s/ Kenneth W. Weaver | Kenneth W. Weaver | Independent Director | December 14, 2022 | |||
/s/ Whitney J. White | Whitney J. White | Independent Director | December 14, 2022 | |||
/s/ Amanda Murphy | Amanda Murphy | Director | December 14, 2022 |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in the Registration Statements of ShiftPixy, Inc. on Form S-3 (File Nos. 333-266401, 333-259619 and 333-256834) and Form S-8 (File No. 333-256835) of our report, dated December 12, 2022, which report on the consolidated financial statements refers to a change in the method of accounting for the adoption of ASU No. 2016-02, Leases (Topic 842) effective September 1, 2021, using the modified retrospective approach and includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of ShiftPixy, Inc. as of August 31, 2022 and 2021 and for the years then ended, and which report is included in this Annual Report on Form 10-K/A of ShiftPixy, Inc. for the year then ended August 31, 2022. We also consent to the reference to our firm under the heading “Experts” in the Registration Statements.
/s/ Marcum LLP
Marcum LLP
New York, NY
December 14, 2022
EXHIBIT 31.1
CERTIFICATION
I, Scott W. Absher, certify that:
1. | I have reviewed this report on Form 10-K/A of ShiftPixy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
ShiftPixy, Inc. | ||
DATE: December 14, 2022 | By: | /s/ Scott W. Absher |
Scott W. Absher | ||
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Manuel A. Rivera, certify that:
1. | I have reviewed this report on Form 10-K/A of ShiftPixy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
ShiftPixy, Inc. | ||
DATE: December 14, 2022 | By: | /s/ Manuel A. Rivera |
Manuel A. Rivera | ||
Acting Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Annual Report on Form 10-K/A for the period ended August 31, 2022, of ShiftPixy, Inc. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
ShiftPixy, Inc. | ||
DATE: December 14, 2022 | By: | /s/ Scott W. Absher |
Scott W. Absher | ||
Chief Executive Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ShiftPixy, Inc., and will be retained by ShiftPixy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Annual Report on Form 10-K/A for the period ended August 31, 2022, of ShiftPixy, Inc. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
ShiftPixy, Inc. | ||
DATE: December 14, 2022 | By: | /s/ Manuel A. Rivera |
Manuel A. Rivera | ||
Acting Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ShiftPixy, Inc., and will be retained by ShiftPixy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.