ShiftPixy, Inc. Announces Signed LOI to Acquire TurboScale

This press release is issued to update and clarify statements made in the previous release dated October 17, 2024. ShiftPixy, Inc. (Nasdaq: PIXY) (“ShiftPixy” or the “Company”), a Florida-based national staffing enterprise which designs, manages, and sells access to a disruptive, revolutionary platform that facilitates employment in the rapidly growing Gig Economy, announced that on October 16, 2024, it entered into a non-binding Letter of Intent (“LOI”) to acquire TurboScale, a cutting-edge AI technology company specializing in scalable GPU cloud infrastructure and AI model deployment, for a purchase price of $150 million. The deal, structured as $75 million in stock and $75 million in debt, underscores ShiftPixy’s commitment to accelerating innovation through artificial intelligence and enhancing its platform capabilities with TurboScale’s advanced AI solutions. The completion of the acquisition is subject to the negotiation of definitive agreements and other customary closing conditions, including board and shareholder approval and completion of an examination period. There is no assurance the acquisition will be completed on the terms contemplated in the LOI, or at all.

TurboScale provides GPU-accelerated infrastructure, enabling businesses to deploy and scale AI models effortlessly. Their platform offers cost-efficient, highly configurable virtual machines and private cloud solutions, tailored to meet the diverse needs of enterprises, from small experiments to large-scale AI deployments. ShiftPixy believes that, if this acquisition is completed, by integrating TurboScale’s advanced GPU cloud and AI technology, ShiftPixy could potentially enhance its ability to optimize staffing efficiency, improve labor forecasting, and offer advanced AI-driven workforce solutions for clients across multiple industries.

About ShiftPixy

ShiftPixy is a disruptive human capital services enterprise, revolutionizing employment in the Gig Economy by delivering a next-gen platform for workforce management that helps businesses with shift-based employees navigate regulatory mandates, minimize administrative burdens and better connect with a ready-for-hire workforce. With expertise rooted in management’s more than 25 years of workers’ compensation and compliance programs experience, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy.

About TurboScale

TurboScale specializes in AI infrastructure solutions, offering GPU-powered cloud services for AI model training and deployment. With a focus on scalability, efficiency, and cost-effectiveness, TurboScale empowers businesses to harness the full potential of AI technology, from development to deployment​.

Forward Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. These forward-looking statements include, among other things, statements regarding the potential completion of the acquisition and the potential benefits of the acquisition, if completed. Although such forward-looking statements are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate. The results of the Company are subject to various risks and uncertainties, and could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties include, but are not limited to, risks associated with the nature of the Company’s business model; the Company’s ability to execute its vision and growth strategy; the Company’s ability to attract and retain clients; the Company’s ability to assess and manage risks; changes in the law that affect the Company’s business and its ability to respond to such changes and incorporate them into its business model, as necessary; the Company’s ability to insure against and otherwise effectively manage risks that affect its business; competition; reliance on third-party systems and software; the Company’s ability to protect and maintain its intellectual property; and general developments in the economy and financial markets. These and other risks are discussed in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K, and its periodic and current reports on Form 10-Q and Form 8-K. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The information in this press release shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD. Further information on these and other factors that could affect the financial results of the Company, is included in the filings we make with the SEC from time to time. These documents are available on the "SEC Filings" subsection of the "Investor Information" section of the Company’s website at https://ir.shiftpixy.com, or directly from the SEC’s website at https://www.sec.gov.

Consistent with the SEC’s April 2013 guidance on using social media outlets like Facebook and Twitter to make corporate disclosures and announce key information in compliance with Regulation FD, the Company is alerting investors and other members of the general public that the Company will provide updates on operations and progress required to be disclosed under Regulation FD through its social media on Facebook, Twitter, LinkedIn and YouTube. Investors, potential investors, shareholders and individuals interested in the Company are encouraged to keep informed by following us on Facebook, Twitter, LinkedIn and YouTube.

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