ShiftPixy, Inc. Announces Pricing of $12 Million Private Placement Priced At-The-Market under Nasdaq Rules
May 14 2021 - 8:00AM
Business Wire
ShiftPixy, Inc. (the “Company”) (Nasdaq: PIXY), a Florida-based
staffing enterprise, which designs, manages, and sells access to a
disruptive, revolutionary platform that facilitates employment in
the rapidly growing Gig Economy, today announced that it has
entered into a securities purchase agreement with a large
institutional investor for a private placement of common stock and
warrants exercisable for common stock expected to result in gross
proceeds to the Company of approximately $12 million before
deducting placement agent commissions and other transaction-related
expenses payable by the Company. In the private placement, the
Company has agreed to sell (i) 2,320,000 shares of its common stock
together with warrants to purchase up to 2,320,000 shares of common
stock, and (ii) 2,628,453 pre-funded warrants with each pre-funded
warrant exercisable for one share of common stock, together with
common warrants to purchase up to 2,628,453 shares of common stock.
Each share of common stock and accompanying common warrant are
being sold together at a combined offering price of $2.425, and
each pre-funded warrant and accompanying common warrant are being
sold together at a combined offering price of $2.4249. The
pre-funded warrants will be immediately exercisable, at a nominal
exercise price of $0.0001, and may be exercised at any time until
all of the pre-funded warrants are exercised in full. The common
warrants will have an exercise price of $2.425 per share, will be
exercisable upon issuance and will expire five years from the date
of an effective registration statement covering the shares
underlying the warrants.
The Company intends to use the net proceeds from the private
placement for general corporate purposes, including working
capital, operating expenses, and capital expenditures, as well as
for certain expenses associated with the sponsorship by its
wholly-owned subsidiary, ShiftPixy Investments, Inc., of certain
special purpose acquisition companies (“SPACs”), as previously
announced. The private placement is expected to close on or about
May 17, 2021, subject to customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole placement
agent for the transaction.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws as of the time of issuance and may not be offered
or sold in the United States absent registration with the
Securities and Exchange Commission ("SEC") or an applicable
exemption from such registration requirements. The Company has
agreed to file one or more registration statements with the SEC
registering the resale of the shares of common stock and the shares
of common stock underlying the warrants purchased in the private
placement.
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) provides 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
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. These forward-looking statements include, among other
things, statements regarding the anticipated use of proceeds from
the private placement and the anticipated closing date of the
private placement. 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; risks arising from the
COVID-19 pandemic or any other events that could cause wide-scale
business disruptions; 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 November 30, 2020, as amended
on January 12, 2021, and its periodic and current reports on Form
10-Q and Form 8-K. 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, or
directly from the SEC’s website at https://www.sec.gov.
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, the Company is alerting investors and other members
of the general public that the Company 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.
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INVESTOR CONTACT: Investor.Relations@ShiftPixy.com
or 800.475.3655
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