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): July 12, 2019
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.) |
| ||
1 Venture, Suite 150, Irvine CA |
| 92618 |
(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))
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 x
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 8.01. Other Events
On July 7, 2019, the Board of Directors of ShiftPixy, Inc. (“PIXY” or the “Company”) authorized the repurchase of up to ten million shares of the Company’s outstanding common stock over an initial period of 18 months, extendable at the Board’s discretion. The stock repurchase program will be funded through the Company’s existing cash. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion, in accordance with applicable SEC regulations, and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. A copy of the press release announcing the repurchase is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description |
|
2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| SHIFTPIXY, INC. | ||
| |||
Date: July 12, 2019 | By: | /s/ Patrice H. Launay | |
| Patrice Launay | ||
| Chief Financial Officer |
3 |