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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): March 19, 2024
SHIFTPIXY, INC. |
(Exact name of registrant as specified in its charter) |
Wyoming |
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47-4211438 |
(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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4101 NW 25th Street, Miami, FL |
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33142 |
(Address of principal executive offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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PIXY |
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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 ☒
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2024, Amanda Murphy informed Shiftpixy, Inc. (the “Company”) of her resignation from the board of directors (the “Board”) of the Company, effective March 19, 2024. Ms. Murphy was not a member of the Company’s audit committee, compensation committee or nominating and corporate governance committee. Ms. Murphy’s decision to resign from the Board was due to a disagreement regarding the Company’s reasoning provided to Ms. Murphy on her termination as Chief Operating Officer of the Company, as further described in the letter attached as Exhibit 17.1 to this Current Report on Form 8-K in connection with her termination as Chief Operating Officer and as further described in the letter attached as Exhibit 17.2 to this Current Report on Form 8-K in connection with her resignation as a director.
The Company furnished Ms. Murphy with a copy of this Current Report on Form 8-K on March 21, 2024, providing her with the opportunity to furnish the Company with a letter addressed to the Company stating whether she agrees with the statements made by the Company herein and, if not, stating the respects in which she does not agree. The Company will file any letter received by it from Ms. Murphy as an exhibit by an amendment to this Form 8-K within two business days after receipt.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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SHIFTPIXY, INC. |
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Date: March 21, 2024 |
By: |
/s/ Scott W. Absher |
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Scott W. Absher |
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Chief Executive Officer |
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EXHIBIT 17.1
Amanda Murphy
15216 Lafayette Way, Tustin CA 92782
(949) 350-1478
mandamurphy@icloud.com
March 7, 2024
By Email (scott.absher@shiftpixy.com)
Scott W. Absher, Chairman and CEO
ShiftPixy, Inc.
4101 NW 25th Street
Miami, FL 33142
Re: Termination
Dear Scott:
I write to confirm our conversation yesterday, in which you terminated my employment as Chief Operating Officer of ShiftPixy, Inc. (“ShiftPixy” or the “Company”), effective immediately. This also confirms the wages and other amounts due to me from the Company which, pursuant to California law, I should have received yesterday, but did not:
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| 1. | Back Pay: On October 22, 2021, the Board of Directors approved an increase in my annual salary from $264,152 to $500,000, to coincide with my promotion to Chief Operating Officer of the Company, effective and payable on January 1, 2022. In December 2022, at your request, and as an accommodation to the Company based on the financial challenges it was experiencing at that time, I agreed to an adjustment of my salary going forward to the prior level of $264,152. Nevertheless, I never received any portion of the raise while it was in effect (again, due to an accommodation on my part based upon the Company’s financial difficulties at the time), even though it continued to accrue on ShiftPixy’s books. Therefore, I am legally entitled to and anticipate receiving the portion of the raise earned but not yet paid, in addition to any other wages earned but not yet paid through the date of my termination. |
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| 2. | Accrued Paid Time Off: According to the Company’s employee portal, I have accrued a total of approximately 846.21 hours of compensable PTO through March 6, 2024, for which I am entitled to be compensated. Any additional PTO accrued through the effective date of my termination should be included in my final payment as well. |
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| 3. | Unreimbursed Travel Expenses: I have submitted an expense reimbursement for my recent trip to Miami, FL for a little over $300. Also, you indicated during our conversation that my termination was due to unlawful conduct on my part. This is an absurd allegation that you know to be false, and which is flatly contradicted by ShiftPixy’s books and records. Indeed, as you are aware from having directly supervised me for the past 8 years, I have always performed my job in an exemplary manner, and have always adhered to the highest ethical and professional standards. Your allegations are shameful and slanderous, and I expect an apology from you in writing. You should be further advised that I will take all legal action necessary to prevent the spread of any false information about me, and I will hold you and all other responsible individuals to account for any damages resulting from your wrongful conduct. |
Letter to Scott W. Absher
March 7, 2024
Page 1 of 2
Amanda Murphy
15216 Lafayette Way, Tustin CA 92782
(949) 350-1478
mandamurphy@icloud.com
Please advise me as soon as possible when I can expect to receive the payments that I am owed.
Very truly yours,
Amanda Murphy
| Cc: | (By email) |
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| Christopher Sebes, Director (christopher.sebes@shiftpixy.com) Whitney White, Director (whitney.white@shiftpixy.com) Martin Scott, Director (martin.scott@shiftpixy.com) Timothy Papp, General Counsel (timothy.papp@shiftpixy.com) |
Letter to Scott W. Absher
March 7, 2024
Page 2 of 2
EXHIBIT 17.2
Amanda Murphy
15216 Lafayette Way, Tustin CA 92782
(949) 350-1478
mandamurphy@icloud.com
March 19, 2024
By Email (scott.absher@shiftpixy.com)
Scott W. Absher, Chairman and CEO
ShiftPixy, Inc.
4101 NW 25th Street
Miami, FL 33142
Re: Resignation from Board of Directors
Dear Scott:
Due to your termination of my employment as Chief Operating Officer of ShiftPixy, Inc., I am unwilling to continue to serve as a member of the Board of Directors of the Company. Therefore, I hereby tender my resignation from the Board, effective immediately. To be clear, I am resigning because of my profound disagreement with the reasons that you provided me for my termination during our conversation on March 6, 2024, which I communicated to you on that day, as well as by letter, dated March 7, 2024.
The Company is required to file notice of my resignation with the SEC on Form 8-K no later than March 25, 2024, which, pursuant to the instructions accompanying Item 5.02, must include the following information:
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| - | The date of my resignation from the Board; |
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| - | Any committee positions that I held at the time of my resignation; and |
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| - | A description of the circumstances representing the disagreement that led to my resignation. |
The Company is also required to include as an exhibit to its Form 8-K any correspondence concerning the circumstances surrounding my resignation, which would include both this communication and my prior letter to you, dated March 7, 2024. You are also required to (i) provide me with a copy of the disclosures the Company intends to make regarding my resignation no later than the filing date, and (ii) give me the opportunity, as promptly as possible, to supply a letter expressing any agreement or disagreement with your disclosure, which you are required to file as an exhibit to an amended Form 8-K within 2 days of receipt. (I have attached a complete copy of the instructions for completing Form 8-K for your convenience, and to avoid any confusion).
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Amanda Murphy
15216 Lafayette Way, Tustin CA 92782
(949) 350-1478
mandamurphy@icloud.com
To the extent that you wish to attempt to resolve our disagreements prior to the Company’s filing deadline, I encourage you to contact me as soon as possible; otherwise, I look forward to receiving the Company’s disclosure within the timeframe provided by law.
Very truly yours,
Amanda Murphy
| Cc: | Whitney White, Director (whitney.white@shiftpixy.com) Christopher Sebes, Director (Christopher.sebes@shiftpixy.com) Martin Scott, Director (martin.scott@shiftpixy.com) Timothy Papp, General Counsel (timothy.papp@shiftpixy.com) Patrice Launay, CFO (Patrice.launay@shiftpixy.com) |
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