1-A: Item 1. Issuer Information
1-A: Item 2. Issuer Eligibility
1-A: Item 3. Application of Rule 262
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One Year
None
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Common Stock - Founder's shares |
(2) Total Amount of such securities issued | 25200000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | $5,040 based upon a purchase price of $0.0002 per share as adjusted for split, with $0.0001 allocated to par value and $0.0001 allocated to premium. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Options to purchase preferred stock |
(2) Total Amount of such securities issued | 26213800 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Common Stock - sold as part of a Unit with warrants (described below) to purchase 1 share of Common Stock at $2.00/share and 1 share of Common Stock at $3.00/share |
(2) Total Amount of such securities issued | 1013800 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Price per Unit was $2.00 for aggregate consideration of $2,027,600. |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Warrants to purchase share of Common Stock at $2.00/share, sold as part of a Unit with Common Stock (described above) |
(2) Total Amount of such securities issued | 1013800 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Warrants to purchase share of Common Stock at $3.00/share, sold as part of a Unit with Common Stock (described above) |
(2) Total Amount of such securities issued | 1013800 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Common Stock - sold as part of a Unit with warrants (described below) to purchase 1.5 shares of Common Stock at $4.00/share |
(2) Total Amount of such securities issued | 278125 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | 1112500 |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Warrants to purchase 1.5 shares of Common Stock at $4.00/share, sold as part of a Unit with Common Stock (described above) |
(2) Total Amount of such securities issued | 278125 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Common Stock - sold as part of a Unit with warrants (described below) to purchase 1 share of Common Stock at $4.00/share |
(2) Total Amount of such securities issued | 50000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | 200000 |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Warrants to purchase 1 share of Common Stock at $4.00/share, sold as part of a Unit with Common Stock (described above) |
(2) Total Amount of such securities issued | 50000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(a)Name of such issuer | ShiftPixy, Inc. |
(b)(1) Title of securities issued | Stock and Options issued as part of the 2017 Stock Option / Stock Issuance Plan |
(2) Total Amount of such securities issued | 925000 |
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | N/A |
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Act
(d) Indicate the section of the Securities Act or
Commission rule or regulation relied upon for exemption from the
registration requirements of such Act and state briefly the facts
relied upon for such exemption
| Exempt from registration under Section 4(2) Securities and Rules promulgated thereunder. |