UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No.
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) | |
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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:
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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 5.07 Submission of Matters to a Vote of Security Holders.
On August 14, 2024, ShiftPixy, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders of record as of the close of business on July 24, 2024, voted on three proposals, each of which is noted below and described in more detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 29, 2024 (the “Proxy Statement”). The holders of 4,857,178 shares of our common stock, or approximately 71.89% of our outstanding shares of common stock, were represented in person or by proxy and entitled to vote at the meeting, such that a quorum was determined to be present. The final voting results for each proposal are set forth below.
Proposal 1: To ratify the July 2023 Offering.
The votes were cast for this matter as follows:
For: |
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| Abstain: |
4,809,989 |
| 46,348 |
| 841 |
Proposal 2: To adopt and approve an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders.
The votes were cast for this matter as follows:
For: | Against: | Abstain: | ||
4,804,923 | 51,416 | 839 |
Proposal 3: To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals.
The votes were cast for this matter as follows:
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| Abstain: |
4,828,283 |
| 27,758 |
| 1,137 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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104 |
| 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.
| SHIFTPIXY, INC. |
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Dated: August 14, 2024 | By: | /s/ Scott W. Absher |
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| Name: Title: | Scott W. Absher Chief Executive Officer |
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Cover |
Aug. 14, 2024 |
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| Cover [Abstract] | |
| Entity Registrant Name | SHIFTPIXY, INC. |
| Entity Central Index Key | 0001675634 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | true |
| Document Period End Date | Aug. 14, 2024 |
| Entity Ex Transition Period | false |
| Entity Incorporation State Country Code | WY |
| Entity Tax Identification Number | 47-4211438 |
| Entity Address Address Line 1 | 4101 NW 25th Street |
| Entity Address City Or Town | Miami |
| Entity Address State Or Province | FL |
| Entity Address Postal Zip Code | 33142 |
| City Area Code | 888 |
| Local Phone Number | 798-9100 |
| Entity File Number | 001-37954 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | PIXY |
| Security Exchange Name | NASDAQ |