ShiftPixy, Inc. (NasdaqCM:PIXY) entered into an Asset Purchase Agreement to acquire Substantially all of the assets of Neozene, Inc for $16.5 million on March 22, 2024. The aggregate consideration consists of (i) a cash payment of $5,500,000 on the closing date (the ?Closing Payment?), (ii) the payment to the escrow of $5,500,000 in the form of shares of the Company payable on or before the nine month anniversary of the closing date (the ?First Post-Closing Payment?), and (iii) the payment to the escrow of $5,500,000 in the form of shares of the Company payable on or before the eighteen month anniversary of the closing date (the ?Second Post-Closing Payment?). However, the Second Post-Closing Payment is contingent upon and subject to the achievement of at least 90% of the Sellers?

pre-closing gross revenue. Closing of the Asset Purchase Agreement is subject to customary closing conditions.