Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Feb. 28, 2019 |
Apr. 10, 2019 |
|
| Document And Entity Information | ||
| Entity Registrant Name | SHIFTPIXY, INC. | |
| Entity Central Index Key | 0001675634 | |
| Document Type | 10-Q/A | |
| Document Period End Date | Feb. 28, 2019 | |
| Amendment Flag | true | |
| Amemdment Description | This Form 10-Q/A (Amendment No. 1) (the "Amended Filing") is being filed to amend and restate in its entirety the following item of our Quarterly Report on Form 10-Q for the quarter ended February 28, 2019, as originally filed with the Securities and Exchange Commission on April 15, 2019 (the "Original Filing"): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”. This Form 10-Q/A includes Exhibits 31.1, 31.2, 32.1 and 32.2, new certifications by the Company’s principal executive officer and principal financial officer as required by Rule 12b-15. On June 4, 2018, the Company entered into securities purchase agreement (the “Purchase Agreement) with certain institutional investors (the “investors”) for the sale by the Company of $10,000,000 of 8% senior secured convertible notes due September 4, 2019 (the “Notes”). The notes are amortized over a 15 month period commencing on first day of the month after the date that is the earlier of the date that a registration statement covering the shares underlying the notes has been declared effective by the Securities and Exchange Commission or 180 days after the original issue date. At any time after the original issuance date, the notes should be convertible into shares of common stock, at the option of the holder. The conversion price in effect on any conversion date shall be equal to $2.49, subject to adjustment, mainly related to standard anti-dilution adjustments and subsequent issuances of equity securities at effective prices that are lower than the initial conversion price (“down round”). The notes state that “from and after the maturity date, the conversion price should be equal to the lesser of (i) the then conversion price and (ii) 85% of the volume weighted average price (“VWAP”) immediately prior to the applicable conversion date”. Since the shares underlying the notes were declared effective by the Securities and Exchange Commission on October 29, 2018, the Company has converted conversion requests from its investors at a fifteen percent discount to the lowest VWAP in excess of the securities issuable pursuant to the original conversion terms, creating an induced conversion. U.S. GAAP require that such conversion be treated as induced conversion with an expense recognized equal to the fair value of the shares of common stock transferred in the transaction in excess of the fair value of the securities issuable pursuant to the original conversion terms, with such fair value being measured as of the date of the inducement offer is accepted by the convertible debt holder. Accordingly, the Company recognized a non-cash debt conversion expense of $1.6 million for the three and six months ended February 28, 2019. | |
| Current Fiscal Year End Date | --08-31 | |
| Is Entity's Reporting Status Current? | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 34,688,506 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2019 | |
| Entity Emerging Growth Company | true | |
| Entity Small Business | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false |