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): August 12, 2022
| SHIFTPIXY, INC. |
| (Exact name of registrant as specified in its charter) |
| Wyoming | | 47-4211438 |
| (State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 501 Brickell Key Drive, Suite 300, Miami, FL | | 33131 |
| (Address of principal executive offices) | | (Zip Code) |
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Common Stock, par value $0.0001 per share | | PIXY | | The Nasdaq Stock Market LLC |
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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 12, 2022, ShiftPixy, Inc. (the “Company”), entered into an agreement (the “Option Agreement”) with the Company’s founder and CEO whereby he would waive claims to certain unpaid compensation due to him through July 31, 2022, in the amount of $820,793.24, in exchange for an option to receive 4,100,000 shares of the Company’s Preferred Class A Stock.
The description of terms and conditions of the Option Agreement set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the form of such document, which is filed as Exhibit 10.1 to this report.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Option and the shares of Preferred Class A Stock issuable upon the exercise thereof is hereby incorporated by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SHIFTPIXY, INC. |
| | | |
| Date: August 16, 2022 | By: | /s/ Scott W. Absher |
| | | Scott W. Absher |
| | | Chief Executive Officer |
