ShiftPixy, Inc. Announces $2.5 Million Registered Direct Offering and Concurrent Private Placement

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 [phone], or by email at [e-mail].

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.