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): February 7, 2020

 

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.)
     
1 Venture, Suite 150, Irvine CA    92618
(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 pursuant to 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(b) Resignation of Director

 

On February 10, 2020, Sean Higgins submitted his resignation from the Board of Directors. Mr. Higgins has served on the Company Board of Director since September 28, 2017. Mr. Higgin’s resignation was a personal decision.

 

(c) Appointment of Directors

 

On February 7, 2020, the Board of Directors elected Christopher Sebes as an Independent Director to the Company’s Board of Directors effective immediately.

 

Mr. Sebes brings to the Board innovative thought leadership and extensive knowledge of restaurant industry technology both in the United States and abroad. Since month August 2019, Mr. Sebes has been a partner and member of the board of directors of Results Thru Strategy, Inc., a strategic advisory firm specializing on restaurants, hotels, and technology companies serving those industries. Since September 2019, he has also served as a member of the board of advisors of Valyant AI which has developed a proprietary conversational AI platform that integrates with existing mobile, web, call ahead, kiosk and drive through platforms. From November 2014 to July 2019, Mr. Sebes served as the President of Xenial, Inc., a cloud-based restaurant and retail management platform. From August 2004 to July 2014, he served as the CEO of XPIENT Solutions, a full-service, global provider of solutions for food ordering, digital menus, drive-thru management, kitchen management, inventory, labor and scheduling analytics. Mr. Sebes received his degree in Hotel and Restaurant Management from the University of Portsmouth (Hampshire, United Kingdom) in 1975.

 

There are no arrangements or understandings between Mr. Sebes and any other persons in connection with his appointment. There are no family relationships between Mr. Sebes and any Director or Executive Officer of the Company, and Mr. Sebes is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

 

 

On February 10, 2020, the Company issued a press release regarding Mr. Sebes Appointment.

 

The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. A copy of the press release is attached hereto as Exhibit 99.1 on Form 8K and is incorporated herein by reference.

 

On February 10, 2020, the Board of Directors elected Amanda Murphy to the Company Board of Directors effective immediately.

 

Ms. Murphy brings a wealth of experience in human resources and staffing. Since January 2016, Ms. Murphy has served as the Company’s Director of Operations and has been vital to the Company’s success and growth. Ms. Murphy has been active as in the operations side of the staffing industry at a senior level since 2007. Ms. Murphy received her certificate in HR Management from California State University – Long Beach in 2007. Ms. Murphy Also studied law at Taylor University in Selango, Malaysia.

 

There are no arrangements or understandings between Ms. Murphy and any other persons in connection with her appointment. There are no family relationships between Ms. Murphy and any Director or Executive Officer of the Company, and Ms. Murphy is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

ExhibitDescription No.
99.1Press Release, dated February 10, 2020

 

 

 

 

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.

 

 

Date: February 12, 2020 SHIFTPIXY, INC.    
       
  By: /s/ Scott W. Absher  
    Scott W. Absher  
    Chief Executive Officer  
        

 

 

 

 

EXHIBIT INDEX

 

ExhibitDescription No.
99.1Press Release, dated February 10, 2020

 

 

 

 

EXHIBIT 99.1

  

 

ShiftPixy Appoints Industry Veteran Christopher Sebes to Board of Directors

 

IRVINE, CA – February 10, 2020 – ShiftPixy, Inc. (NASDAQ: PIXY), a California-based staffing enterprise that designs, manages, and sells access to a disruptive, revolutionary HRIS platform that facilitates employment in the rapidly growing Gig Economy, today announced the appointment of restaurant technology pioneer Christopher Sebes to its board of directors. Mr. Sebes is a widely respected restaurant technology entrepreneur and Forbes Council Member who has dedicated his career to hospitality management and technology.

 

Mr. Sebes was the creator of Twenty20 Visual Systems, the first-ever Microsoft Windows POS company, and went on to become the CEO of Progressive Software. From there, he founded Xpient Solutions, for which he served as CEO for over a decade. As President of Xenial Inc., formerly Heartland Commerce until its acquisition by Global Payments in 2016, Sebes led the acquisition of several restaurant technology companies and exceeded Global Payments' financial performance expectations. His work made Xenial a major competitor in restaurant and retail management technology.

 

“We are excited to have Christopher join the ShiftPixy team where he can share his seasoned industry insight and innovative vision for restaurant technology,” said Scott W. Absher, Chief Executive Officer of ShiftPixy. “Christopher’s thought leadership on restaurant technology will not only provide strategic and product development guidance but will also help us shape our broader approach to the much larger client engagements coming to ShiftPixy as we continue our work toward creating shareholder value.”

  

About ShiftPixy

ShiftPixy (NASDAQ:PIXY) is a disruptive human capital management platform, revolutionizing employment in the Gig Economy by delivering a next-gen mobile engagement technology to help businesses with shift-based employees navigate regulatory mandates, minimize administrative burdens and better connect with a ready-for-hire workforce. With expertise rooted in management's nearly 25 years of workers' compensation and compliance programs experience, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy.

 

 

 

 

ShiftPixy Cautionary Statement

The information provided in this release includes forward-looking statements, the achievement or success of which involves risks, uncertainties, and assumptions. Although such forward-looking statements are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate. If any of the risks or uncertainties, including those set forth below, materialize or if any of the assumptions proves incorrect, the results of ShiftPixy, Inc., could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties include, but are not limited to, risks associated with the nature of our business model; our ability to execute the Company's vision and growth strategy; our ability to attract and retain clients; our ability to assess and manage risks; changes in the law that affect our business and our ability to respond to such changes and incorporate them into our business model, as necessary; our ability to insure against and otherwise effectively manage risks that affect our business; competition; reliance on third-party systems and software; our ability to protect and maintain our intellectual property; and general developments in the economy and financial markets. Statements made in connection with any guidance may refer to financial statements that have not been reviewed or audited. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The information in this press release shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD. Further information on these and other factors that could affect the financial results of ShiftPixy, Inc., is included in the filings we make with the Securities and Exchange Commission from time to time. These documents are available on the "SEC Filings" subsection of the "Investor Information" section of our website at https://ir.shiftpixy.com/financial-information/sec-filings.

 

Consistent with the SEC’s April 2013 guidance on using social media outlets like Facebook and Twitter to make corporate disclosures and announce key information in compliance with Regulation FD, ShiftPixy is alerting investors and other members of the general public that ShiftPixy will provide updates on operations and progress required to be disclosed under Regulation FD through its social media on Facebook, Twitter, LinkedIn and YouTube. Investors, potential investors, shareholders and individuals interested in our Company are encouraged to keep informed by following us on Facebook, Twitter, LinkedIn and YouTube.

 

Media Contact:

Amy Wang

amy.wang@shiftpixy.com

(949) 245-7291