ShiftPixy, Inc. Announces $2.5 Million Registered Direct Offering and Concurrent Private Placement
06 Outubro 2023 - 9:00AM
Business Wire
ShiftPixy, Inc. (Nasdaq: PIXY) (“ShiftPixy” or the “Company”), a
Florida-based national staffing enterprise which designs, manages,
and sells access to a disruptive, revolutionary platform that
facilitates employment in the rapidly growing Gig Economy, today
announced that it has entered into a definitive agreement with a
single U.S. institutional investor for the purchase and sale of
2,265,000 shares of the Company’s common stock (or common stock
equivalents in lieu thereof) in a registered direct offering and
warrants to purchase up to 2,265,000 shares of common stock in a
concurrent private placement (together with the registered direct
offering, the "Offering") at a combined purchase price of $1.10 per
share. The warrants issued pursuant to the concurrent private
placement will have an exercise price of $1.10 per share, will be
exercisable beginning six months after issuance and will expire 5
years from the initial exercise date.
The closing of the Offering is expected to occur on or about
October 10, 2023, subject to the satisfaction of customary closing
conditions. The gross proceeds from the Offering are expected to be
approximately $2.5 million. The Company intends to use the net
proceeds from the Offering for general corporate purposes.
A.G.P./Alliance Global Partners is acting as the exclusive
financial advisor for the Offering.
The securities issued in the registered direct offering were
offered pursuant to an effective shelf registration statement on
Form S-3 (File No. 333-269477) previously filed with the U.S.
Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933 (the “Securities Act”), which was declared effective by
the SEC on February 13, 2023. A prospectus supplement describing
the terms of the proposed Offering will be filed with the SEC and
will be available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained, when available, from A.G.P./Alliance Global
Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by
telephone at (212) 624-2060, or by email at
prospectus@allianceg.com.
The private placement of the warrants will be made in reliance
on an exemption from registration under Section 4(a)(2) of the
Securities Act and/or Regulation D thereunder. Accordingly, the
securities issued in the concurrent private placement may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About ShiftPixy
ShiftPixy is a disruptive human capital services enterprise,
revolutionizing employment in the Gig Economy by delivering a
next-gen platform for workforce management that helps businesses
with shift-based employees navigate regulatory mandates, minimize
administrative burdens and better connect with a ready-for-hire
workforce. With expertise rooted in management’s more than 25 years
of workers’ compensation and compliance programs experience,
ShiftPixy adds a needed layer for addressing compliance and
continued demands for equitable employment practices in the growing
Gig Economy.
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. These forward-looking statements include, among other
things, statements regarding the anticipated use of proceeds from
the private placement, the anticipated closing date of the private
placement and the anticipated filing and effectiveness date for a
registration statement related to the resale of the common shares
and common shares underlying warrants from the private placement.
Although such forward-looking statements are based upon what
management of the Company believes are reasonable assumptions,
there can be no assurance that forward-looking statements will
prove to be accurate. If any of the risks or uncertainties,
including those set forth below, materialize or if any of the
assumptions proves incorrect, the results of the Company, could
differ materially from the results expressed or implied by the
forward-looking statements we make. The risks and uncertainties
include, but are not limited to, risks associated with the nature
of the Company’s business model; the Company’s ability to execute
its vision and growth strategy; the Company’s ability to attract
and retain clients; the Company’s ability to assess and manage
risks; changes in the law that affect the Company’s business and
its ability to respond to such changes and incorporate them into
its business model, as necessary; the Company’s ability to insure
against and otherwise effectively manage risks that affect its
business; competition; reliance on third-party systems and
software; the Company’s ability to protect and maintain its
intellectual property; and general developments in the economy and
financial markets. These and other risks are discussed in the
Company’s filings with the SEC, including, without limitation, its
Annual Report on Form 10-K, and its periodic and current reports on
Form 10-Q and Form 8-K. The Company undertakes no obligation to
update forward-looking statements if circumstances or management's
estimates or opinions should change, except as required by
applicable securities laws. The information in this press release
shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, and will not be deemed
an admission as to the materiality of any information that is
required to be disclosed solely by Regulation FD. Further
information on these and other factors that could affect the
financial results of the Company, is included in the filings we
make with the SEC from time to time. These documents are available
on the “SEC Filings” subsection of the “Investor Information”
section of the Company’s website at
https://ir.shiftpixy.com/financial-information/sec-filings, or
directly from the SEC’s website at https://www.sec.gov. Consistent
with the SEC’s April 2013 guidance on using social media outlets
like Facebook and Twitter to make corporate disclosures and
announce key information in compliance with Regulation FD, the
Company is alerting investors and other members of the general
public that the Company will provide updates on operations and
progress required to be disclosed under Regulation FD through its
social media on Facebook, Twitter, LinkedIn and YouTube. Investors,
potential investors, shareholders and individuals interested in the
Company are encouraged to keep informed by following us on
Facebook, Twitter, LinkedIn and YouTube.
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INVESTOR CONTACT: InvestorRelations@shiftpixy.com
800.475.3655
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