pixy_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _______

SEC File No. 001-37954

SHIFTPIXY, INC.

(Exact name of registrant as specified in its charter)

Wyoming		47-4211438
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4101 NW 25th Street, Miami, FL		33142
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (888) 798-9100

N/A

(Former name, former address and former three months, if changed since last report)

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PIXY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s only class of common stock issued and outstanding as of April 15, 2024, was 6,755,686.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of February 29, 2024 (Unaudited) and August 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Six Months ended February 29, 2024 and February 28, 2023 (Unaudited)	4
	Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months ended February 29, 2024, and February 28, 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months ended February 29, 2024, and February 28, 2023 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	39
Item 4.	Controls and Procedures	39
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41

Signatures		42

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Unaudited Consolidated Balance Sheets

(Amounts in thousands, except share amounts)

	February 29, 2024			August 31, 2023

ASSETS
Current assets
Cash	$	21		$	75
Accounts receivable, net		644			590
Unbilled accounts receivable		656			1,784
Prepaid expenses		515			839
Other current assets		428			532
Total current assets		2,264			3,820

Fixed assets, net		1,330			1,622
Right-of-use asset, net		691			866
Deposits and other assets		192			192
Total assets	$	4,477		$	6,500

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and other accrued liabilities	$	24,520		$	17,911
Payroll tax related liabilities		34,443			29,595
Payroll related liabilities		2,204			2,940
Accrued workers’ compensation costs discontinued operations		-			4,389
Total current liabilities		61,167			54,835

Non-current liabilities
Operating lease liability, non-current		2,321			2,790
Total liabilities		63,488			57,625
Commitments and contingencies (See Notes 10 and 11)
Stockholders’ deficit
Convertible preferred stock series A, 50,000,000 authorized shares; $0.0001 par value: 0 shares and 358,333 shares issued and outstanding as of February 29, 2024, and August 31, 2023, respectively		-			-
Common stock, 750,000,000 authorized shares; $0.0001 par value; and 5,397,698 shares and 507,383 issued and outstanding as of February 29, 2024, and August 31, 2023, respectively		-			-
Additional paid-in capital		177,592			175,226
Accumulated deficit		(236,603	)		(226,351	)
Total stockholders’ deficit		(59,011	)		(51,125	)
Total liabilities and stockholders’ deficit	$	4,477		$	6,500

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

Table of Contents

ShiftPixy, Inc.

Condensed Unaudited Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

	For the Three Months Ended						For the Six Months Ended
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Revenues (See Note 2)	$	3,813		$	4,579		$	7,587		$	9,844
Cost of revenues		3,591			4,095			6,915			8,941
Gross profit		222			484			672			903

Operating expenses:
Salaries, taxes and benefits		1,303			2,599			2,664			4,856
Professional fees		465			870			1,279			2,065
Software development		1			119			1			179
Depreciation and amortization		140			150			281			299
General and administrative		3,017			2,010			9,181			3,991
Total operating expenses		4,926			5,748			13,406			11,390

Operating loss		(4,704	)		(5,264	)		(12,734	)		(10,487	)

Other (expense) income:
Gain from legal settlement		-			-			2,500			-
Other income (expense)		-			642			(18	)		642
Total other income		-			642			2,482			642
Net loss attributable to ShiftPixy, Inc		(4,704	)		(4,622	)		(10,252	)		(9,845	)

Loss from discontinued operations, net of tax		-			(607	)		-			(807	)

Non-controlling interest		-			(540	)		-			(540	)

SEC Form 10-Q filed by ShiftPixy Inc.