ShiftPixy, Inc. (the “Company”) (NASDAQ:PIXY), 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 securities purchase agreement with a large institutional investor for a private placement of common stock and warrants exercisable for common stock expected to result in gross proceeds to the Company of approximately $12 million before deducting placement agent commissions and other transaction-related expenses payable by the Company. In the private placement, the Company has agreed to sell (i) 2,850,000 shares of its common stock together with warrants to purchase up to 2,850,000 shares of common stock, and (ii) 4,673,511 pre-funded warrants with each pre-funded warrant exercisable for one share of common stock, together with common warrants to purchase up to 4,673,511 shares of common stock. Each share of common stock and accompanying common warrant are being sold together at a combined offering price of $1.595, and each pre-funded warrant and accompanying common warrant are being sold together at a combined offering price of $1.5949. The pre-funded warrants will be immediately exercisable, at a nominal exercise price of $0.0001, and may be exercised at any time until all of the pre-funded warrants are exercised in full. The common warrants will have an exercise price of $1.595 per share, will be exercisable upon issuance and will expire five years from the date of an effective registration statement covering the shares underlying the warrants.
The Company intends to use the net proceeds from the private placement for general corporate purposes, including working capital, operating expenses, and capital expenditures, as well as for certain expenses associated with the sponsorship by its wholly-owned subsidiary, ShiftPixy Investments, Inc., of certain special purpose acquisition companies as previously announced. The private placement is expected to close on or about September 3, 2021, subject to customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the transaction.
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC registering the resale of the shares of common stock and the shares of common stock underlying the warrants purchased in the private placement.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities 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.