0001675634 false 0001675634 2022-09-07 2022-09-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 7, 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 8.01. Other Events.

 

On September 7, 2022, the Company issued a press release announcing that it has begun the application process to dual list its shares on Upstream, the trading app for digital securities and NFTs powered by Horizon Fintex and MERJ Exchange Limited. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 

 

On September 8, 2022, the Company issued a press release announcing plans to transfer the Virtual Brand development pipeline and technology stack of ShiftPixy Labs to a wholly-owned subsidiary, ShiftPixy Labs, Inc., which will then be dividended to ShiftPixy shareholders, using a record date of September 8, 2022, subject to conditions as detailed in the press release. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
99.1   Press Release dated September 7, 2022
99.2   Press Release dated September 8, 2022
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: September 8, 2022 By: /s/ Scott W. Absher 
    Scott W. Absher
    Chief Executive Officer