Item 1.01. Entry into a Material Definitive
Agreement.
Underwriting Agreement
On October 8, 2020, ShiftPixy, Inc., a
Wyoming Corporation (“the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”)
with A.G.P./Alliance Global Partners (the “Underwriter”), in connection with a public offering (the “Offering”)
of an aggregate of (i) 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), and (ii) warrants to purchase 2,300,000 shares of Common Stock (the “Common Warrants”),
which included the partial exercise of the Underwriter’s over-allotment option to purchase 300,000 additional Warrants.
Each Share sold in the Offering was sold
together with a Common Warrant to purchase 0.5 shares of Common Stock as a fixed combination. The Shares and accompanying Common
Warrants were sold at a price to the public of $3.00, less underwriting discounts and commissions. The
Common Warrants are exercisable immediately, will expire on October 14, 2025 and have an exercise price of $3.30 per share, subject
to anti-dilution and other adjustments for certain stock splits, stock dividends, or recapitalizations.
The Offering was made pursuant to a Registration
Statement (No. 333-240136) on Form S-1 (the “Registration Statement”), which was filed by the Company with the Securities
and Exchange Commission on July 28, 2020, amended on each of August 18, 2020, October 7, 2020, October 8, 2020 and declared effective
on October 8, 2020 (the “Effective Date”). The Offering was made only by means of a prospectus forming a part
of the Registration Statement.
Pursuant to the Underwriting Agreement,
the Company, upon closing of the Offering, issued to the Underwriter warrants to purchase up to 200,000 shares of Common Stock
(the “Underwriter Warrants” and, together with the Common Warrants, the “Warrants”), which is 5.0% of the
aggregate number of Shares sold in the Offering. The Underwriter Warrants are exercisable at any time and from time to time, in
whole or in part, commencing from six months after the Effective Date and ending five years from the Effective Date, at a price
per share equal to $3.30, which is 110% of the public offering price per Share.
The Offering closed on October 14, 2020
and the Company received net proceeds of approximately $10.6 million after deducting underwriting discounts and commissions and
estimated expenses payable by the Company associated with the Offering. The Company intends to use the net proceeds from the Offering
for general corporate purposes, including working capital, operating expenses and capital expenditures.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions.
The foregoing descriptions of the Underwriting
Agreement, the Common Warrants and the Underwriter Warrants are not complete and are qualified in their entirety by reference to
the full text of the Underwriting Agreement and the forms of the Underwriter Warrant and the Common Warrant, copies of which
are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference herein.