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 15, 2023

 

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.)

 

 

 

13450 W Sunrise Blvd, Suite 650, Sunrise FL

 

33323

(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. ☐

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule. 

 

On September 15, 2023, ShiftPixy, Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notifies the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq’s Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 

The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar days following the date of the notification, or prior to March 13, 2024, the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of ten consecutive business days, the Staff will provide the Company with written confirmation of compliance.

 

If the Company does not achieve compliance with the Minimum Bid Price Requirement by March 13, 2024, the Company may be eligible for an additional 180 calendar days compliance period if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff would notify the Company that its securities would be subject to delisting. In the event of such notification, the Company may appeal the Staff’s determination to delist its securities, but the Staff may refuse to grant the Company’s request for continued listing.  If during any compliance period the Company’s common stock has a closing bid price of $0.10 or less for ten consecutive trading days, the Staff shall issue a Delisting Determination under Nasdaq Listing Rule 5810 with respect to that security.

 

There can be no assurance that the Company will successfully regain compliance with the Minimum Bid Price Requirement within the extension period, or at all.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

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: September 18, 2023

By:

/s/ Scott W. Absher

 

 

 

Scott W. Absher

 

 

 

Chief Executive Officer

 

 

 
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Sep. 15, 2023
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Entity Registrant Name SHIFTPIXY, INC.
Entity Central Index Key 0001675634
Document Type 8-K
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Entity Incorporation State Country Code WY
Entity Tax Identification Number 47-4211438
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Entity Address Address Line 2 Suite 650
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Entity Address State Or Province FL
Entity Address Postal Zip Code 33323
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Trading Symbol PIXY
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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