Current Report Filing (8-k)
March 25 2020 - 6:06AM
Edgar (US Regulatory)
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): March
24, 2020
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 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)
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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 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. ¨
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Item 1.01.
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Entry into a Material
Definitive Agreement.
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On March 24, 2020, ShifPixy, Inc. (“we,”
“us” and “our”) entered into an Exchange Agreement (the “Exchange Agreement”) with CVI Investments,
Inc. (“CVI”) pursuant to which CVI exchanged its outstanding senior convertible note due 2022 for (i) a warrant (the
“Exchange Warrant”) to purchase 260,719 shares of our common stock, par value $0.0001 per share (the “Common
Stock”) and (b) a senior convertible note in an aggregate principal amount of $1,828,550.00 convertible into shares of Common
Stock at a conversion price of $9.20 per share (the “Exchange Note”).
The foregoing descriptions of the Exchange
Warrant, the Exchange Note and the Exchange Agreement do not purport to be complete and are subject to, and qualified in their
entirety by reference to, the full text of the form of Exchange Warrant, the form of Exchange Note and the Exchange Agreement,
which are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The information contained above in Item
1.01 is hereby incorporated by reference into this Item 3.02.
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Item 9.01.
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Financial Statements
and Exhibits.
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SIGNATURE
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.
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SHIFTPIXY, INC.
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Date: March 25, 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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Chief Executive Officer and Director
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