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 6, 2024

 

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.)

 

 

 

4101 NW 25th Street, Miami, FL

 

33142

(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 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   ☒

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 6, 2024, Scott Absher, as the holder of 4,750,277 (representing 63.3%) of the outstanding shares of common stock of ShiftPixy, Inc. (the “Company”), approved by written consent the Company’s grant to its Chief Executive Officer of the Option Agreement providing to him a conditional right to receive 5,302,277 shares of the Company’s Preferred Class A Stock. The conditional option is exercisable only following the next succeeding reverse split, if any, of the Company’s shares of common stock, (b) only one time and (c) submission of the notice of exercise and tender to the Company of the par value per share applicable to each of the shares of the Company’s preferred Class A Stock. The Company anticipates completing the reverse split and the Option Agreement will become effective approximately (but not less than) 20 days after the definitive information statement relating to such actions is mailed to shareholders. Mr. Absher is the Company’s chief executive officer.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

 

Description

10.1

 

Form of Option Agreement

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

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 9, 2024

By:

/s/ Scott W. Absher

 

 

 

Scott W. Absher

 

 

 

Chief Executive Officer and Chairman

 

 

 

3

 

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Cover
Sep. 06, 2024
Cover [Abstract]  
Entity Registrant Name SHIFTPIXY, INC.
Entity Central Index Key 0001675634
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Sep. 06, 2024
Entity Ex Transition Period false
Entity File Number 001-37954
Entity Incorporation State Country Code WY
Entity Tax Identification Number 47-4211438
Entity Address Address Line 1 4101 NW 25th Street
Entity Address City Or Town Miami
Entity Address State Or Province FL
Entity Address Postal Zip Code 33142
City Area Code 888
Local Phone Number 798-9100
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol PIXY
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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