エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
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 22, 2024
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.) |
|
|
|
4101 NW 25th Street, Miami, Florida |
|
33142 |
(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 ☒
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. ☐
Item1.01Entry into a Definitive Material Agreement
On March 22, 2024, ShiftPixy, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with the owners of Neozene, Inc. (the “Principals”) and affiliated Seller Entities (collectively the “Sellers”) pursuant to which the Company will be acquiring substantially all of the assets of the Sellers, including but not limited to all of the intellectual property and property rights, client contracts, leasehold interest, trade names, business and other licenses, operational data, marketing information, customer information, contractual rights and all other tangible and intangible assets which are owned in whole or in part by the Sellers (the “Acquired Assets”).
The aggregate consideration payable for the Acquired Assets is $16,500,000, which consists of (i) a cash payment of $5,500,000 on the closing date (the “Closing Payment”), (ii) the payment to the escrow of $5,500,000 in the form of shares of the Company payable on or before the nine month anniversary of the closing date (the “First Post-Closing Payment”), and (iii) the payment to the escrow of $5,500,000 in the form of shares of the Company payable on or before the eighteen month anniversary of the closing date (the “Second Post-Closing Payment”). However, the Second Post-Closing Payment is contingent upon and subject to the achievement of at least 90% of the Sellers’ pre-closing gross revenue. The Company has the option to redeem in cash the shares of common stock initially deposited in escrow on the closing date, up to fifteen days prior to required payment dates of the first and second post-closing payments. Closing of the Asset Purchase Agreement is subject to customary closing conditions and the Company securing financing on terms and conditions that are commercially reasonable and appropriate to enable the Company to secure working capital and funds to pay the consideration.
Item 7.01 Regulation FD Disclosure
On March 26, 2024, the Company issued a press release regarding the definitive asset purchase agreement. A copy of the press release is furnished hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
a) Financial statements of businesses acquired. As permitted by Item 9.01(a)(4) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
Exhibit Number |
|
Description |
|
||
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: March 26, 2024 |
By: |
/s/ Scott W. Absher |
|
|
|
Scott W. Absher Chief Executive Officer |
|
| 3 |
EXHIBIT 99.1
ShiftPixy Announces Definitive Agreement to Acquire a Northern
California-Based Provider of Human Capital to Several Key Industrial Clients
MIAMI, March 26, 2024--ShiftPixy, Inc. (Nasdaq: PIXY) (“ShiftPixy” or the “Company”), a Florida-based national staffing enterprise which designs, manages, and sells access to a disruptive, revolutionary platform that facilitates employment in the rapidly growing Gig Economy, today announced a definitive agreement to acquire a leading provider of human capital in Northern California.
The company’s strong market presence in Northern California has established an annual revenue run rate of $58 million, an EBITDA of $3.4 million, and a significant portfolio of 94 commercial accounts. The company’s strategic operations span four regional office locations managing a workforce ecosystem of over 35,800 worksite employees.
"This first acquisition represents a pivotal moment for ShiftPixy as we expand our market presence and fortify our position in the Gig Economy.” said Scott Absher, CEO of ShiftPixy. “This first in a series of acquisitions is a strategic step to leverage the ShiftPixy technology platform and capture rapid market share in the evolving world of work."
The acquisition, poised to enhance ShiftPixy's market dominance, is expected to close in the forthcoming quarter, subject to standard closing conditions. Upon completion, the entity will operate under the ShiftPixy umbrella. The financial details of the acquisition have not been disclosed.
About ShiftPixy
ShiftPixy is a disruptive human capital services enterprise, revolutionizing employment in the Gig Economy by delivering a next-gen mobile platform for workforce engagement and management. Designed to help businesses with shift-based employees navigate the new ways workers connect to work. Management’s legacy of more than 30 years of workers’ compensation coverage, employer administration and compliance, ShiftPixy is leveraging human capital management experience with today’s cutting-edge technology to provide access to human capital in the growing Gig Economy.
| 1 |
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, the anticipated closing date of the private placement and the anticipated filing and effectiveness date for a registration statement related to the resale of the common shares and common shares underlying warrants from 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; 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, 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 Securities Exchange Act of 1934, as amended, 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.
INVESTOR CONTACT:
InvestorRelations@shiftpixy.com
800.475.3655
| 2 |