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ShiftPixy (PIXY)

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Last Post: 5/19/2022 11:59:06 AM - Followers: 39 - Board type: Free - Posts Today: 0

December 7, Share Registration:




15,423,200 Shares of Common Stock


The selling shareholders of ShiftPixy, Inc. (“ShiftPixy,” “we,” “us” or the “Company”) listed beginning on page 18 of this prospectus may offer and resell under this prospectus (i) up to 2,850,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), and (ii) up to 12,573,200 shares of our Common Stock issuable upon exercise of warrants, including pre-funded warrants and warrants issued by the Registrant to A.G.P./Alliance Global Partners and its affiliates for compensation as placement agent in connection with the transactions described herein (collectively, the “Warrants”) acquired by the selling shareholders under the Securities Purchase Agreement (the “Purchase Agreement”), dated August 31, 2021, by and among the Company and the investor listed therein (the “Investor”) and the Placement Agent Agreement, dated August 31, 2021, by and between the Company and A.G.P./Alliance Global Partners (the “Placement Agent Agreement”).


We are registering the resale of the shares of Common Stock covered by this prospectus as required by the Purchase Agreement and Placement Agent Agreement.  The selling shareholders will receive all of the proceeds from any sales of the shares offered hereby.  We will not receive any of the proceeds, but we will incur expenses in connection with the offering.  To the extent the Warrants are exercised for cash, if at all, we will receive the exercise price of the Warrants.


The selling shareholders may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices.  The timing and amount of any sale are within the sole discretion of the selling shareholders.  Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling shareholders will offer or sell any of the shares.  For further information regarding the possible methods by which the shares may be distributed, see “Plan of Distribution” beginning on page 22 of this prospectus."


"Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On October 22, 2021, the board of directors (the “Board”) of ShiftPixy, Inc. (the “Company”) approved salary increases for Scott W. Absher, the Company’s Chief Executive Officer and a director, to $1,000,000 on an annual basis, from $764,673; Domonic J. Carney, the Company’s Chief Financial Officer, to $750,000 on an annual basis, from $474,152; Robert S. Gans, the Company’s General Counsel, to $750,000 on an annual basis, from $474,152; and Amanda Murphy, the Company’s current Director of Operations and a director, to $500,000 on an annual basis, from $264,152, to coincide with her promotion to the position of Chief Operating Officer of the Company, all of which will be effective as of January 1, 2022. In addition, the Board approved discretionary bonuses of $500,000 to Mr. Absher, of which 50% was payable upon Board approval and 50% shall be payable on January 1, 2022, and $150,000 to each of Messrs. Carney and Gans, which shall be payable on January 1, 2022. The salary increases and discretionary bonuses described above are contingent upon the consummation of the initial public offering of a special purpose acquisition company sponsored by ShiftPixy Investments Inc., a wholly-owned subsidiary of the Company, which condition was satisfied by the closing of the initial public offering of Industrial Human Capital Inc. (NYSE: AXHU) on October 22, 2021.” 


“Item 1.01 Entry into a Material Definitive Agreement. 

Securities Purchase Agreement 

On August 31, 2021, ShiftPixy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a large institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell to the Purchaser an aggregate of (i) 2,850,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), together with warrants (the “Common Warrants”) to purchase up to 2,850,000 shares of Common Stock, and (ii) 4,673,511 pre-funded warrants (the “Pre-funded Warrants” and, together with the Common Warrants, the “Warrants”) with each Pre-funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 4,673,511 shares of Common Stock (collectively, the “Offering”). Each share of Common Stock and accompanying Common Warrant are being sold together at a combined offering price of $1.595, and each Pre-funded Warrant and accompanying Common Warrant are being sold together at a combined offering price of $1.5949. 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 $1.595 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 Common Warrants. The gross proceeds to the Company from the Offering are expected to be approximately $12 million. The Offering is expected to close on or about September 3, 2021, subject to customary closing conditions.“ 

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PIXY News: Current Report Filing (8-k) 05/17/2022 04:02:14 AM
PIXY News: ShiftPixy, Inc. Announces Special Distribution of Shares of Industrial Human Capital, Inc. 05/13/2022 03:30:00 AM
PIXY News: Current Report Filing (8-k) 04/22/2022 12:07:36 PM
PIXY News: Securities Registration Statement (simplified Form) (s-3/a) 04/07/2022 12:24:19 PM
PIXY News: ShiftPixy announces withdrawal of registration statements on Form S-1 03/20/2022 10:57:35 PM
#517   Nice little squeeze:))$$ some good size. airman1 05/19/22 11:59:06 AM
#516   Poss early morning spike..$$ airman1 05/16/22 09:28:36 PM
#515   Same here:)) airman1 05/16/22 09:28:02 PM
#514   I wasn’t planning on holding overnight but glad bandit007 05/16/22 08:26:09 PM
#513   MM Gap up pre-market:)) watch out shortie not worth it!…..$$$ airman1 05/16/22 08:21:01 PM
#512   Indeed. Also closed above vwap. Bullish into tomorrow. IMO bandit007 05/16/22 07:07:15 PM
#511   Looking very possible. GL. bandit007 05/16/22 04:01:22 PM
#510   After hours squeeze..??? Final Dollar amount of Co. Dividend? airman1 05/16/22 03:25:41 PM
#509   .38 special G2G 05/16/22 01:13:16 PM
#508   Next target.46-.48 bandit007 05/16/22 01:03:36 PM
#507   Starting to come back now $PIXY bandit007 05/16/22 12:24:13 PM
#506   Took a few again down here bandit007 05/16/22 11:44:40 AM
#505   ,,,,,,,I’m holding for spin-off shares….WEEEEEEE THEMASTERS_SON 05/16/22 07:44:47 AM
#504   Is this to late ShiftPixy shareholders of record jjtcwine 05/16/22 06:37:54 AM
#503   That's a lot of flippin.....lol....... $PIXY Zardiw 05/15/22 09:41:38 AM
#502   I was only playing the momentum for a bandit007 05/14/22 07:37:54 PM
#501   What I want to know is how $PIXY Zardiw 05/14/22 10:13:24 AM
#500   #DDAmanda Chart on: $PIXY : Zardiw 05/14/22 10:09:02 AM
#499   Ah dip was nice Triple nickle 05/13/22 05:55:28 PM
#498   Here we go……again Triple nickle 05/13/22 03:03:20 PM
#497   Ready for it!! bandit007 05/13/22 02:59:20 PM
#496   Going to pop Triple nickle 05/13/22 02:52:20 PM
#495   Order at .56/57 Triple nickle 05/13/22 02:44:51 PM
#494   Hit the ask their outta shares Triple nickle 05/13/22 02:39:14 PM
#493   I’ll hit those .65’s Triple nickle 05/13/22 02:34:26 PM
#492   .70 just around the corner Triple nickle 05/13/22 02:32:53 PM
#491   Blast off Triple nickle 05/13/22 02:31:29 PM
#490   There she goes! bandit007 05/13/22 02:30:57 PM
#489   I agree strong showing Triple nickle 05/13/22 02:26:04 PM
#488   Holding gains beautifully PStockPickz 05/13/22 02:23:24 PM
#487   Hit the ask hard folks Triple nickle 05/13/22 02:15:05 PM
#486   Boom Triple nickle 05/13/22 02:14:33 PM
#485   Watch the rsi Triple nickle 05/13/22 02:14:04 PM
#484   I appreciate your thoughts. Cheers bandit007 05/13/22 02:10:34 PM
#483   Up .08 Triple nickle 05/13/22 02:00:55 PM
#482   What are your thoughts about how high the bandit007 05/13/22 01:56:42 PM
#481   .51 reset Triple nickle 05/13/22 01:44:19 PM
#480   Looking forward to the rest of the day bandit007 05/13/22 01:40:58 PM
#479   Yep several time to 1.16 Triple nickle 05/13/22 01:37:36 PM
#478   PIXY: Another great popper with p/m news.70 Next Sibware 05/13/22 01:36:14 PM
#477   Seems to have some legs left on her. bandit007 05/13/22 01:34:38 PM
#476   Hit that last wave nicely. Can it do bandit007 05/13/22 01:31:29 PM
#475   Gap and trap Triple nickle 05/13/22 01:22:16 PM
#474   Beast mode now ! PStockPickz 05/13/22 01:19:02 PM
#473   Nice Friday runner. Can't beat that PStockPickz 05/13/22 01:12:47 PM
#472   NICE for ya, Dude!!!! Just-Keep-Trying 05/13/22 01:09:07 PM
#471   Looking good here bandit007 05/13/22 01:06:30 PM
#470   Order in at .49 and .51 Triple nickle 05/13/22 01:04:48 PM
#469   YEP!! EXACTLY, Dude!!! Just-Keep-Trying 05/13/22 12:52:57 PM
#467   Sellers going to wish they didn’t Triple nickle 05/13/22 12:44:22 PM
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