ShiftPixy, Inc. Announces Pricing of Approximately $12 Million Public Offering
May 21 2020 - 8:00AM
ShiftPixy, Inc. (the “Company”) (Nasdaq: PIXY), a California-based
gig engagement platform provider, today announced the pricing of an
underwritten public offering with expected total gross proceeds of
approximately $12,000,000, before deducting underwriting discounts,
commissions and other offering expenses payable by the Company.
The securities offered by the Company consist of
(i) 1,898,850 shares of common stock together with 949,425 Warrants
(the “Warrants”) to purchase up to 949,425 shares of common stock
and (ii) 323,310 pre-funded warrants, with each pre-funded warrant
exercisable for one share of common stock, together with 161,655
Warrants to purchase up to 161,655 shares of common stock. Each
share of common stock and accompanying Warrant are being sold
together at a combined public offering price of $5.40 and each
pre-funded warrant and accompanying Warrant are being sold together
at a combined public offering price of $5.399. The pre-funded
warrants are immediately exercisable and may be exercised at any
time until all of the pre-funded warrants are exercised in full.
The Warrants will have an exercise price of $5.40 per share, will
be immediately exercisable and will expire five (5) years from the
date of issuance. The Company has granted the underwriter a 45-day
option to purchase up to an additional 333,324 shares of common
stock and/or 166,662 Warrants to purchase up to 166,662 shares of
common stock to cover over-allotments, if any.
The Company intends to use the net proceeds from
this offering for general corporate purposes, including working
capital, operating expenses and capital expenditures. The offering
is expected to close on or about May 26, 2020, subject to customary
closing conditions.
A.G.P./Alliance Global Partners is acting as the
sole book-running manager for the offering.
This offering is being made pursuant to an
effective registration statement on Form S-1 (No. 333-237457)
previously filed with the U.S. Securities and Exchange Commission
(the “SEC”) and declared effective on May 20, 2020. The offering is
being made only by means of a prospectus. A final prospectus
relating to the proposed offering will be filed and made available
on the SEC’s website. A copy of the final prospectus relating to
the offering may be obtained, when available, from A.G.P./Alliance
Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022
or via telephone at 212-624-2060 or email:
prospectus@allianceg.com. Before investing in this offering,
interested parties should read the prospectus.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About ShiftPixy
ShiftPixy (NASDAQ: PIXY) is a disruptive human
capital management platform, revolutionizing employment in the Gig
Economy by delivering a next-gen mobile engagement technology to
help businesses with shift-based employees navigate regulatory
mandates, minimize administrative burdens and better connect with a
ready-for-hire workforce. With expertise rooted in management's
nearly 25 years of workers' compensation and compliance programs
experience, ShiftPixy adds a needed layer for addressing compliance
and continued demands for equitable employment practices in the
growing Gig Economy.
Forward Looking Statements
The information provided in this release
includes forward-looking statements, the achievement or success of
which involves risks, uncertainties, and assumptions. These
forward-looking statements are made pursuant to the safe harbor
provisions within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Although such
forward-looking statements are based upon what management of the
Company believes are reasonable assumptions, there can be no
assurance that forward-looking statements will prove to be
accurate. If any of the risks or uncertainties, including those set
forth below, materialize or if any of the assumptions proves
incorrect, the results of the Company, could differ materially from
the results expressed or implied by the forward-looking statements
we make. The risks and uncertainties include, but are not limited
to, risks associated with the nature of the Company’s business
model; the Company’s ability to execute its vision and growth
strategy; the Company’s ability to attract and retain clients; the
Company’s ability to assess and manage risks; changes in the law
that affect the Company’s business and its ability to respond to
such changes and incorporate them into its business model, as
necessary; the Company’s ability to insure against and otherwise
effectively manage risks that affect its business; competition;
reliance on third-party systems and software; the Company’s ability
to protect and maintain its intellectual property; and general
developments in the economy and financial markets. These and other
risks are discussed in the Company’s filings with the SEC,
including, without limitation, its Annual Report on Form 10-K,
filed on December 13, 2019, and its periodic reports on Form 10-Q
and Form 8-K, as well as the risks identified in the registration
statement and the preliminary prospectus supplement relating to the
offering. Statements made in connection with any guidance may refer
to financial statements that have not been reviewed or audited. The
Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change, except as required by applicable securities laws.
The information in this press release shall not be deemed to be
"filed" for the purpose of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and will not
be deemed an admission as to the materiality of any information
that is required to be disclosed solely by Regulation FD. Further
information on these and other factors that could affect the
financial results of the Company, is included in the filings we
make with the SEC from time to time. These documents are available
on the "SEC Filings" subsection of the "Investor Information"
section of the Company’s website at
https://ir.shiftpixy.com/financial-information/sec-filings.
Consistent with the SEC’s April 2013 guidance on
using social media outlets like Facebook and Twitter to make
corporate disclosures and announce key information in compliance
with Regulation FD, ShiftPixy is alerting investors and other
members of the general public that ShiftPixy will provide updates
on operations and progress required to be disclosed under
Regulation FD through its social media on Facebook, Twitter,
LinkedIn and YouTube. Investors, potential investors, shareholders
and individuals interested in the Company are encouraged to keep
informed by following us on Facebook, Twitter, LinkedIn and
YouTube.
Media Contact:Amy
Wangamy.wang@shiftpixy.com(949) 245-7291
ShiftPixy (NASDAQ:PIXY)
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