Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
1.
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Names of Reporting Persons.
|
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Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
0
|
6.
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Shared Voting Power
138,885
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7.
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Sole Dispositive Power
0
|
8.
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Shared Dispositive Power
138,885
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
138,885 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
3.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Daniel B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
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Sole Voting Power
0
|
6.
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Shared Voting Power
138,885
|
7.
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Sole Dispositive Power
0
|
8.
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Shared Dispositive Power
138,885
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
138,885 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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|
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11.
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Percent of Class Represented by Amount in Row (9)
3.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
138,885
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
138,885
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
138,885 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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|
|
11.
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Percent of Class Represented by Amount in Row (9)
3.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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Item
1.
(a)
Name of Issuer
ShiftPixy,
Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
1 Venture,
Suite 150
Irvine Californai,
92618
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and
Mr. Asher, collectively the “Reporting Persons”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common stock, $0.0001 par value per share, of the Issuer (the
“Common Stock”).
(e)
CUSIP Number
82452L203
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item 4. Ownership.
(a)
and (b):
(i) Immediately
following the consummation of the underwritten public offering by the Issuer on May 26, 2020 (the “Offering”)
(as disclosed in the Form 424B4 prospectus filed by the Issuer with the Securities and Exchange Commission on May 22, 2020), each
of the Reporting Persons may have been deemed to have beneficial ownership of 277,770 shares of Common Stock held by Intracoastal,
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 8.1% of the Common Stock,
based on (1) 1,520,560 shares of Common Stock outstanding as of May 18, 2020 as reported
by the Issuer, plus (2) 1,898,850 shares of Common Stock that were issued at the closing of the Offering. The foregoing excludes
138,885 shares of Common Stock issuable upon an exercise of a warrant held by Intracoastal (the “Intracoastal Warrant”)
because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise
the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the
holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder
or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting
Persons may have been deemed to have beneficial ownership of 416,655 shares of Common Stock.
(ii) As of
the close of business on June 4, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 138,885
shares of Common Stock issuable upon exercise of the Intracoastal Warrant, and all
such shares of Common Stock represented beneficial ownership of approximately 3.9% of the Common Stock, based on (1) 1,520,560
shares of Common Stock outstanding as of May 18, 2020 as reported by the Issuer, plus (2) 1,898,850
shares of Common Stock that were issued at the closing of the Offering, and (3) 138,885 shares of Common Stock issuable upon exercise
of the Intracoastal Warrant.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 138,885 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 138,885 .
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following R.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item 8. Identification and Classification of Members of the Group
Not
applicable.
Item 9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
June 4, 2020
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
June 4, 2020
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/s/ Mitchell P. Kopin
|
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Mitchell P. Kopin
|
|
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/s/ Daniel B. Asher
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Daniel B. Asher
|
|
|
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Intracoastal Capital LLC
|
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|
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By:
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/s/ Mitchell P. Kopin
|
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Mitchell P. Kopin, Manager
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Page 8 of 8