ShiftPixy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): September 6, 2024

(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):

Securities registered under Section 12(b) of the Act:

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 September 6, 2024, Scott Absher, as the holder of 4,750,277 (representing 63.3%) of the outstanding shares of common stock of ShiftPixy, Inc. (the “Company”), approved by written consent the Company’s grant to its Chief Executive Officer of the Option Agreement providing to him a conditional right to receive 5,302,277 shares of the Company’s Preferred Class A Stock. The conditional option is exercisable only following the next succeeding reverse split, if any, of the Company’s shares of common stock, (b) only one time and (c) submission of the notice of exercise and tender to the Company of the par value per share applicable to each of the shares of the Company’s preferred Class A Stock. The Company anticipates completing the reverse split and the Option Agreement will become effective approximately (but not less than) 20 days after the definitive information statement relating to such actions is mailed to shareholders. Mr. Absher is the Company’s chief executive officer.

Item 9.01 Financial Statements and Exhibits.

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.