Material Event Form 8 K

Item 8.01 Other Events

On October 16, 2024, ShiftPixy, Inc. (the "Company") entered into a non-binding letter of intent ("LOI") with Turboscale LLC ("Turbo") pursuant to which the Company would purchase the assets of Turbo for a purchase price of $150 million, $75 million of which would be payable in shares of common stock of the Company and $75 million of which would be payable in the form of a debt instrument. Turbo is a cutting-edge AI technology company specializing in scalable GPU cloud infrastructure and AI model deployment. The completion of the acquisition will be subject to negotiation of definitive agreements and customary closing conditions to be specified therein, and there is no assurance the acquisition will be completed on the terms contemplated in the LOI, or at all.