ShiftPixy, Inc. (NasdaqCM:PIXY) entered into a non-binding asset purchase agreement to acquire Substantially all of the assets from TAC Nexeo Holdings, LLC for $25 million on March 29, 2024. The company would acquire substantially all of the assets of TAC Nexeo Holdings, LLC and certain of its subsidiaries. The transaction includes all of the intellectual property and property rights, client contracts, leasehold interests, trade names, business and other licenses, operational data, marketing information, customer information, contractual rights and all other tangible and intangible assets, which are beneficially owned, in whole or in part by the TAC Nexeo Holdings and its subsidiaries.

The aggregate consideration to be paid for the Assets will be $25,000,000, which will consist of (i) a cash payment of $12,500,000 (?Closing Payment?), (ii) a $6,250,000 payment to the escrow in the form of either cash or shares of common stock of the Company payable on or before the sixth month anniversary of the closing date (the ?First Post-Closing Payment?) and (iii) a $6,250,000 payment to the escrow in the form of either cash or shares of common stock of the Company payable on or before the twelfth month anniversary of the closing date (the ?Second Post-Closing Payment?). The Second Post-Closing Payment is contingent upon and subject to the achievement of at least 90% of the Seller?s pre-closing gross revenue and shall be pro-rated so long as a minimum threshold of 70% is achieved. The Company will have the option, at its own discretion, to redeem in cash any shares of common stock initially deposited in escrow on the closing date, up to fifteen days prior to required payment dates of the first and second post-closing payments.

The Seller may elect, in its sole discretion, to receive all or any portion of the First Post-Closing Payment or the Second Post-Closing Payment in shares of common stock of the Company (the ?Purchase Price Shares?). Each of the Purchase Price Shares, if so paid, shall have a deemed price per share (the ?Deemed Value?) that is equal to the average closing price per share of the Company?s common stock for the twenty (20) trading days ending two (2) trading days prior to the date of the proposed payment. On June 10, 2024, in connection with the financing of the contemplated acquisition with Seller , the Company entered into a term sheet with Purelogex, Inc. for a secured revolving line of credit (the ?Line of Credit?) for an aggregate amount of $200 million for the purpose of funding several staffing acquisitions in the human capital industry, including the transactions contemplated by the APA, and for general working capital.

The closing of the APA is subject to customary closing conditions. The closing of the Asset Purchase Agreement is subject to and contingent upon the securement by the Company of appropriate financing on terms that are acceptable to the Company. The closing date will be on or before the seventh day (7th ) after all of the closing conditions are either satisfied or waived.