ShiftPixy Announces Pricing of $5 Million Offering Priced At-the-Market

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 the pricing of its "reasonable best efforts" offering of 1,176,470 units at an offering price of $4.25 per unit (or $4.2499 with respect to units that include pre-funded warrants), priced at-the-market under Nasdaq rules. Each unit consists of one share of common stock (or a prefunded warrant in lieu thereof) and one common warrant. Each common warrant is immediately exercisable for one share of common stock at an exercise price of $4.25 per share and has a term of five years. Each pre-funded warrant is immediately exercisable for one share of common stock at an exercise price of $0.0001. The pre-funded warrants do not expire until exercised. Gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $5 million.

The closing of the offering is expected to occur on or about March 21, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

A registration statement on Form S-1 (File No. 333-276750) relating to the sale of these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 18, 2024. This offering is being made only by means of a prospectus. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at https://www.sec.gov. Electronic copies of the prospectus 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].

In connection with the offering, the Company has entered into an agreement with an existing investor of the Company to reduce the exercise price of outstanding warrants to purchase up to 97,850 shares of common stock that were issued in the Company's previous offerings in July 2022 and July 2023 to $4.25 per share and extend the term such that the July 2022 and July 2023 warrants will expire on March 21, 2029, effective upon the closing of this offering. Additionally, the Company has agreed to reduce the exercise price of outstanding warrants to purchase up to 94,375 shares of common stock that were issued by the Company in October 2023 to $4.25 per share, effective upon the sooner of (i) receipt of stockholder approval or (ii) the date that is six months following the initial date of issuance of the October 2023 warrants. If stockholder approval is not obtained by the date that is six months following the initial date of issuance of these warrants, then the exercise price of the warrants will automatically be reduced to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the common stock on the date that is six months following the initial date of issuance of the warrants.