Amended Quarterly Report (10-q/a)
June 02 2020 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Amendment No. 1
x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended February
29, 2020
or
¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from _______ to
_______
SEC File No. 001-37954
SHIFTPIXY, INC.
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(Exact name of registrant as specified in its charter)
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Wyoming
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47-4211438
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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1 Venture Suite 150, Irvine CA
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92618
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(Address of principal executive offices)
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(Zip Code)
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(888) 798-9100
(Registrant’s telephone number, including
area code)
N/A
(Former name, former address and former
three months, if changed since last report)
Securities registered
under Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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PIXY
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,”, “non-accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrant’s
only class of common stock issued and outstanding as of May 11, 2020 was 1,520,560.
EXPLANATORY NOTE
ShiftPixy, Inc. (the Company”) is
filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended February 29,
2020 (the “Original Report”), as originally filed with the Securities and Exchange Commission (the “SEC”)
on May 12, 2020, solely to disclose that the Company had filed the Original Report after the April 14, 2020 deadline applicable
to the Company for the filing of a Quarterly Report on Form 10-Q in reliance on the 45-day extension provided by an order issued
by the SEC on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(Release No. 34-88465) (the “Order”) regarding exemptions granted to certain
public companies.
On April 13, 2020,
the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order for
such extension. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original
Report until May 12, 2020 because of the coronavirus disease 2019 (“COVID-19”) pandemic and related events which resulted
in severe disruptions in transportation and limited access to the Company’s facilities
resulting in limited support from its staff and professional advisors.
In accordance with Rule 12b-15 under the
Exchange Act, the Company is including in this Amendment a certification from its principal executive officer and principal financial
officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as an exhibit to this Amendment. Because no financial
statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted. Similarly, the Company is not including
the certifications required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with
this Amendment.
Except as described above, this Amendment
does not amend, modify or update the information in, or exhibits to, the Original Report. Furthermore, this Amendment does not
change any previously reported financial results nor does it reflect events occurring after the filing of the Original Report.
This Amendment should be read in conjunction with the Original Report and with the Company’s other filings made with the
SEC subsequent to the filing of the Original Report.
Item 6. Exhibits.
(a) Exhibits.
SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ShiftPixy, Inc., a Wyoming corporation
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Date: June 2, 2020
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By:
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/s/ Scott W. Absher
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Scott W. Absher
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Principal Executive Officer
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In accordance with the Exchange Act, this
Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE
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NAME
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TITLE
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DATE
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/s/ Scott W. Absher
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Scott W. Absher
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Principal Executive Officer and Director
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June 2, 2020
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/s/ Domonic J. Carney
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Domonic J. Carney
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Chief Financial Officer
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June 2, 2020
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