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 1824, 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.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On October 1824, 2024, ~~Patrice~~ShiftPixy, HInc. ~~Launay~~(the ~~resigned~~“Company”) ~~immediately~~received asa ~~Chief~~letter ~~Financial~~from ~~Officer~~The Nasdaq Stock Market LLC (“Nasdaq”), confirming receipt of ~~Shiftpixy~~an email dated October 22, ~~Inc.~~2024, (in which the “Nasdaq Hearings Panel was advised the Company”) is withdrawing its appeal of the August 28, 2024, delist determination issued by Nasdaq’s Listings Qualifications Staff.

~~On October 19~~Accordingly, ~~2024,~~trading ~~the~~in ~~Board of Directors of~~ the Company ~~(the “Board”) voted to terminate the employment of Scott W. Absher as the Company~~’s ~~Chief~~securities ~~Executive~~was ~~Officer,~~suspended ~~Chairman~~at of the ~~Board,~~open ~~and President, as being in the best interests~~ of ~~the~~trading ~~Company~~on ~~and~~Monday, ~~the~~October ~~Company’s~~28, ~~shareholders~~2024. ~~resulting~~Nasdaq ~~from~~will ~~the~~also ~~Board’s~~file ~~initial~~a ~~investigation~~Form ~~into~~25 ~~allegations~~Notification ~~involving actions~~ of ~~Mr.~~Delisting ~~Absher.~~with ~~Concurrently,~~ the ~~Board~~Securities ~~approved~~and ~~the~~Exchange ~~appointment~~Commission ofwhen aall ~~Chief~~internal ~~Restructuring~~procedural ~~Officer,~~periods ~~Jonathan~~have ~~Feldman, effective October 21, 2024, to lead the Company’s ongoing operations~~run.

~~Mr. Feldman, 47, is a Partner at the law firm Phang & Feldman, P.A. with a focus on all aspects of restructuring and insolvency proceedings.~~2

2SIGNATURES

~~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.

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 28, 2024	By:	/s/ Jonathan Feldman
		Jonathan Feldman
		Chief Restructuring Officer

	SHIFTPIXY, INC.
Date: October 21, 2024	By:	/s/ Jonathan Feldman
		Jonathan Feldman
		Chief Restructuring Officer

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