---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-23-007730"
form_type: "8-K"
ticker: null
cik: "0001675634"
company_name: "ShiftPixy, Inc."
filed_at: "2023-10-18T23:59:59+00:00"
generated_at: "2026-06-09T21:51:48.678414+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# ShiftPixy receives Nasdaq delisting notice for shareholder approval lapse; cures with warrant amendment

## Summary
- Nasdaq Staff notified ShiftPixy of non-compliance with Listing Rule 5635(d)(1) for private placement closing Oct. 10, 2023.
- Private placement issued 2,265,000 units (common + warrants) representing 37% of pre-transaction shares at $1.10, below $1.27 Minimum Price.
- Company amended warrants to increase exercise price from $1.10 to $1.271 and extended holder’s right to purchase 50% of future offerings until June 2, 2025.
- Amendment restored compliance; no further Staff action required at this time.

## SEC filing metadata
- accession: 0001477932-23-007730
- form_type: 8-K
- cik: 0001675634
- company_name: ShiftPixy, Inc.
- filed_at: 2023-10-18T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1675634/000147793223007730/0001477932-23-007730-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1675634/000147793223007730/pixy_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-23-007730
- JSON: https://secwatch.observer/filing/0001477932-23-007730.json
- Plain text: https://secwatch.observer/filing/0001477932-23-007730.txt

## Key facts
- Listing & Compliance Notices
  ShiftPixy, Inc. received a nasdaq noncompliance notice notice regarding other (rules 5635(d)).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Rules: 5635(d)
  source text: October 18, 2023, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that, in connection with the Company’s private placement that closed on October 10, 2023, the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Listing Rule 5635(d)1 (the “Rule”), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Pr
  evidence_url: https://www.sec.gov/Archives/edgar/data/1675634/000147793223007730/0001477932-23-007730-index.htm
- Material Agreements
  ShiftPixy, Inc. amended Warrant Amendment with holder of the Company’s warrants to purchase 2,265,000 shares of common stock (effective 2023-10-16).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: holder of the Company’s warrants to purchase 2,265,000 shares of common stock
  - Effective: 2023-10-16
  source text: On October 16, 2023, ShiftPixy, Inc. (the “Company”) entered into an amendment to common stock purchase warrant (the “Warrant Amendment”) with the holder of the Company’s warrants to purchase 2,265,000 shares of common stock (94,375 warrants on a post-reverse split basis), issued October 10, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1675634/000147793223007730/0001477932-23-007730-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.