SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2021
|(Exact name of registrant as specified in its charter)|
|(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)|
(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|
|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.
Securities Purchase Agreement
On May 13, 2021, ShiftPixy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a large institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell to the Purchaser an aggregate of (i) 2,320,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), together with warrants (the “Common Warrants”) to purchase up to 2,320,000 shares of Common Stock, and (ii) 2,628,453 pre-funded warrants (the “Pre-funded Warrants” and, together with the Common Warrants, the “Warrants”) with each Pre-funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 2,628,453 shares of Common Stock (collectively, the “Offering”). Each share of Common Stock and accompanying Common Warrant are being sold together at a combined offering price of $2.425, and each Pre-funded Warrant and accompanying Common Warrant are being sold together at a combined offering price of $2.4249. The Pre-funded Warrants will be immediately exercisable, at a nominal exercise price of $0.0001, and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The Common Warrants will have an exercise price of $2.425 per share, will be exercisable upon issuance and will expire five years from the date of an effective registration statement covering the shares underlying the Common Warrants. The gross proceeds to the Company from the Offering are expected to be approximately $12.0 million. The Offering closed on May 17, 2021.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Purchase Agreement requires the Company to file a registration statement with the U.S. Securities and Exchange Commission (the “Commission”) to register the resale by the Purchaser of the Shares and the shares issuable upon exercise of the Warrants (the “Warrant Shares”) as soon as practicable, and in any event, no more than fifteen (15) days after the date of closing.
The Offering is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D under the Securities Act. The Shares, the Warrants, and the Warrant Shares being sold and issued in connection with the Purchase Agreement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. The Warrants are not and will not be listed for trading on any national securities exchange.
Placement Agent Agreement
A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent in connection with the Offering pursuant to the terms of a placement agent agreement, dated May 13, 2021, between the Company and the Placement Agent (the “Placement Agent Agreement”). Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a fee equal to 7.0% of the aggregate gross proceeds from the Offering. In addition to the cash fee, the Company agreed to issue to the Placement Agent warrants to purchase an aggregate of up to five percent (5%) of the aggregate number of Shares and shares of Common Stock issuable upon exercise of the Pre-funded Warrants sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants shall be exercisable for a period commencing six months from issuance and expiring four years from the effective of a registration statement for the resale of the underlying shares, and shall have an initial exercise price of $2.6675 per share.
The foregoing descriptions of the Purchase Agreement, the Placement Agent Agreement, the Common Warrant and the Pre-funded Warrant are not complete and are qualified in their entireties by reference to the full text of the forms of Purchase Agreement, Placement Agent Agreement, Common Warrant and Pre-funded Warrant, copies of which are attached to this this Current Report on Form 8-K as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively.
|Item 3.02||Unregistered Sales of Equity Securities.|
The disclosures in Item 1.01 of this this Current Report on Form 8-K regarding the Offering are incorporated by reference into this Item 3.02.
|Item 5.03||Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On May 12, 2021, the Company filed a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) with the Secretary of State of the State of Wyoming. The Company’s shareholders previously approved the Amendment at the Company’s Annual Meeting on March 31, 2021. The Amendment added a new Article X to the Articles of Incorporation to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 8.01. Other Events.
On May 14, 2021, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01.||Financial Statements and Exhibits.|
The following exhibits are filed as part of this report:
|3.1||Certificate of Amendment to ShiftPixy, Inc.’s Amended and Restated Articles of Incorporation, dated May 12, 2021|
|4.1||Form of Warrant|
|4.2||Form of Pre-funded Warrant|
|10.1||Form of Securities Purchase Agreement|
|10.2||Placement Agent Agreement, dated May 13, 2021, by and between ShiftPixy, Inc. and A.G.P./Alliance Global Partners|
|99.1||Press Release dated May 14, 2021|
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: May 17, 2021||By:||/s/ Scott W. Absher|
|Scott W. Absher|
|Chief Executive Officer and Director|