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): October 10, 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 October 10, 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 August 26, 2024, there were 6,755,686 outstanding shares of common stock and entitled to vote.  Such stockholders of record 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 September 23, 2024 (the “Proxy Statement”). The holders of 4,798,958 shares of our common stock representing approximately 71.03% 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: The Company’s stockholders ratified the August 2024 Offering and the amendment to warrants agreement (the “Ratification Proposal”).

The votes were cast for this matter as follows:

Proposal 2: The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase our authorized shares (the “Increase in Authorized Shares Proposal”).

The votes were cast for this matter as follows:

Proposal 3: The Company’s stockholders approved 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 “Adjournment Proposal”).  However, since there were sufficient votes at the time of the Special Meeting to approve the Ratification Proposal and the Increase in Authorized Shares Proposal, such adjournment will not be necessary.

The votes were cast for this matter as follows:

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.