December 7, Share Registration:
" PROSPECTUS
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."
https://www.otcmarkets.com/filing/html?id=15406835&guid=AuIwkHMf3h7xB3h
"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.” https://www.otcmarkets.com/filing/html?id=15305564&guid=bX3wkp-Ja1Q_h3h “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.“ https://www.otcmarkets.com/filing/html?id=15205971&guid=bX3wkp-Ja1Q_h3h