Item 8.01. Other Events.

As previously reported, on January 31, 2023, ShiftPixy, Inc. (the "Company") entered into an At Market Issuance sales agreement, with A.G.P./Alliance Global Partners (the "Agent,"), pursuant to which the Company may offer and sell, from time to time, through the Agent (the "Offering"), up to $8,187,827 in shares of its common stock. Any shares offered and sold in the Offering will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-269477) filed with the Securities and Exchange Commission (the "SEC") on January 31, 2023 (the "Registration Statement") and declared effective by the SEC on February 13, 2023, and the prospectus supplement relating to the Offering filed with the SEC on January 31, 2023.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the shares, nor shall there be any offer, solicitation, or sale of the shares in any state or country in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

The opinion of the Company's legal counsel, Bailey, Stock, Harmon, Cottam, Lopez LLP, regarding the validity of the shares is filed as Exhibit 5.1 hereto. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits




Exhibit No.          Description
  5.1                  Opinion of Bailey, Stock, Harmon, Cottam, Lopez LLP
  23.1                 Consent of Bailey, Stock, Harmon, Cottam, Lopez LLP (included in Exhibit 5.1)
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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