ShiftPixy Inc. filed SEC Form 8-K: Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 17, 2024

(888) 798-9100

(Registrant's telephone number, including area code)

Commission File No. 001-37954

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered under Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On October 16, 2024, ShiftPixy, Inc. (the “Company”) entered into a non-binding letter of intent (“LOI”) with Turboscale LLC (“Turbo”) pursuant to which the Company would purchase the assets of Turbo for a purchase price of $150 million, $75 million of which would be payable in shares of common stock of the Company and $75 million of which would be payable in the form of a debt instrument. Turbo is a cutting-edge AI technology company specializing in scalable GPU cloud infrastructure and AI model deployment. The completion of the acquisition will be subject to negotiation of definitive agreements and customary closing conditions to be specified therein, and there is no assurance the acquisition will be completed on the terms contemplated in the LOI, or at all.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.