ShiftPixy, Inc.: Nasdaq/NYSE listing notice — ShiftPixy receives Nasdaq delisting notice for shareholder approval lapse; cures with warrant amendment

ShiftPixy, Inc.

Nasdaq Staff notified ShiftPixy of non-compliance with Listing Rule 5635(d)(1) for private placement closing Oct. 10, 2023.
Private placement issued 2,265,000 units (common + warrants) representing 37% of pre-transaction shares at $1.10, below $1.27 Minimum Price.
Company amended warrants to increase exercise price from $1.10 to $1.271 and extended holder’s right to purchase 50% of future offerings until June 2, 2025.
Amendment restored compliance; no further Staff action required at this time.

item 1.01 item 3.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.95

ShiftPixy, Inc. received a nasdaq noncompliance notice notice regarding other (rules 5635(d)).

Exchange: nasdaq
Notice: noncompliance notice
Rules: 5635(d)

Exact text from the filing

October 18, 2023, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that, in connection with the Company’s private placement that closed on October 10, 2023, the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Listing Rule 5635(d)1 (the “Rule”), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Pr

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ShiftPixy, Inc. amended Warrant Amendment with holder of the Company’s warrants to purchase 2,265,000 shares of common stock (effective 2023-10-16).

Action: amendment
Agreement: equity purchase
Counterparty: holder of the Company’s warrants to purchase 2,265,000 shares of common stock
Effective: 2023-10-16

Exact text from the filing

On October 16, 2023, ShiftPixy, Inc. (the “Company”) entered into an amendment to common stock purchase warrant (the “Warrant Amendment”) with the holder of the Company’s warrants to purchase 2,265,000 shares of common stock (94,375 warrants on a post-reverse split basis), issued October 10, 2023.

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Source: SEC EDGAR

accession 0001477932-23-007730

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