Amended Current Report Filing (8-k/a)
February 14 2020 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January
3, 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. ¨
Explanatory Note
On January 8, 2020, ShiftPixy, Inc. (the
“Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities
and Exchange Commission announcing that the Company executed an Asset Purchase Agreement (the “Agreement”) with Shift
Human Capital Management Acquisitions, LLC, part of Vensure Employer Services, Inc. (“Vensure”). This Amendment No.
1 to the Original Form 8-K (“Amendment”) is being filed to (i) amend and restate in its entirety Item 1.01
of the Original Form 8-K, in the manner set forth immediately following this paragraph, and (ii) file as Exhibit 99.1 hereto the
Company’s unaudited pro forma combined consolidated balance sheet as of November 30, 2019 and unaudited pro forma combined
consolidated statements of operations for the three months ended November 30, 2019 and the years ended August 31, 2019 and
2018, and the notes related thereto. No other changes are made to the Original Form 8-K by this Amendment.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 3, 2020, ShiftPixy, Inc. (the
“Company”) executed an Asset Purchase Agreement (“Agreement”) with Shift Human Capital Management Acquisitions,
LLC, part of Vensure Employer Services, Inc. (“Vensure”).
The Agreement is attached as an exhibit
but as a summary of the Agreement, the Company assigned all rights and interests in its existing Professional Employer Organization
(PEO) business to Vensure. The Company will continue to focus on its staffing/technology model serving the Quick Service Restaurant
and staffing industries.
Under the Agreement, the Company assigned
approximately eighty-eight percent (88%) of its overall business based on revenues reported for the quarter ended November 30,
2019, including 100% of its existing PEO business and agreed to sell certain operating assets associated with the assigned client
contracts to Vensure for up to approximately $19.2 million of which $9.7 million was received at closing and $9.5 million is receivable
over the next four years. The Agreement is effective January 1, 2020.
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Item 9.01.
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Financial Statements and Exhibits.
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(b) Pro forma financial information.
The Company’s unaudited pro forma combined consolidated
balance sheet as of November 30, 2019 and unaudited pro forma combined consolidated statements of operations for the three months
ended November 30, 2019 and the years ended August 31, 2019 and 2018, and the notes related thereto are attached hereto as
Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
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: February 14, 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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