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 1016, 2024

SHIFTPIXY, INC.

(Exact name of registrant as specified in its charter)

Wyoming		47-4211438
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

4101 NW 25th Street, Miami, FL		33142
(Address of principal executive offices)		(Zip Code)

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.0001 per share

PIXY

The Nasdaq Stock Market LLC

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 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On October 1016, 2024, ShiftPixy, Inc. (the “Company”) ~~held~~received a ~~special~~letter ~~meeting~~from ~~of stockholders (~~the ~~“Special~~Listing ~~Meeting”).~~Qualifications AtDepartment ~~the~~of ~~Special~~The ~~Meeting,~~Nasdaq ~~the~~Stock ~~Company’s~~Market ~~stockholders~~LLC of(“Nasdaq”) ~~record~~stating asthat ofsince the ~~close~~Company ofno ~~business~~longer onmeets ~~August~~the ~~26,~~minimum ~~2024~~500,000 ~~there~~publicly ~~were~~held ~~6,755,686 outstanding~~ shares ofrequirement ~~common~~for ~~stock~~The ~~and~~Nasdaq ~~entitled~~Capital toMarket, ~~vote. Such~~it ~~stockholders~~no oflonger ~~record~~complies ~~voted~~with onthe ~~three~~Listing ~~proposals,~~Rules ~~each~~for ofcontinued ~~which~~listing. isAccordingly, ~~noted~~this ~~below~~matter ~~and~~serves ~~described~~as inan ~~more~~additional ~~detail~~basis infor delisting the Company’s ~~definitive~~securities ~~proxy~~from ~~statement,~~Nasdaq. ~~filed~~The ~~with~~letter ~~the~~serves ~~Securities~~as ~~and~~formal ~~Exchange~~notification ~~Commission~~that onthe ~~September~~Nasdaq ~~23,~~Hearings ~~2024~~Panel (the “~~Proxy Statement~~Panel”). ~~The~~will ~~holders~~consider ofthis ~~4,798,958~~matter ~~shares~~in ofrendering ~~our~~a ~~common~~determination ~~stock~~regarding ~~representing~~the ~~approximately~~Company’s ~~71.03%~~continued oflisting ~~our~~on ~~outstanding~~The ~~shares~~Nasdaq ofCapital ~~common~~Market. ~~stock,~~Pursuant ~~were~~to ~~represented~~Listing inRule ~~person~~5810(d), orthe byCompany ~~proxy~~should ~~and~~present ~~entitled~~its views with respect to ~~vote~~this additional deficiency at its Panel hearing to be held on October 17, 2024. If the ~~meeting~~Company fails to address the aforementioned issue, ~~such~~the ~~that~~Panel awill ~~quorum~~consider ~~was~~the ~~determined~~record toas bepresented ~~present.~~at ~~The~~the ~~final~~hearing ~~voting~~and ~~results~~will ~~for~~make ~~each~~its ~~proposal~~determination ~~are~~based ~~set~~upon ~~forth~~that ~~below~~information.

~~Proposal 1: The Company’s stockholders ratified the August 2024 Offering and the amendment to warrants agreement (the “Ratification Proposal”).~~2

~~The votes were cast for this matter as follows:~~SIGNATURES

Shares Voted For		Shares Voted Against		Abstentions
4,773,777		24,645		536

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.

Proposal 2: The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase our authorized shares (the “Increase in Authorized Shares Proposal”).

	SHIFTPIXY, INC.

Date: October 16, 2024	By:	/s/ Scott W. Absher
		Scott W. Absher
		Chief Executive Officer

~~The votes were cast for this matter as follows:~~3

Shares Voted For		Shares Voted Against		Abstentions
4,768,350		29,795		813

Proposal 3: The Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”). However, since there were sufficient votes at the time of the Special Meeting to approve the Ratification Proposal and the Increase in Authorized Shares Proposal, such adjournment will not be necessary.

The votes were cast for this matter as follows:

Shares Voted For		Shares Voted Against		Abstentions
4,775,783		22,511		664

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	SHIFTPIXY, INC.
Date: October 10, 2024	By:	/s/ Scott W. Absher
		Scott W. Absher
		Chief Executive Officer

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