Item 1.01. Entry into a Material Definitive Agreement.

ShiftPixy, Inc. (the "Company") has previously issued (i) asenior secured convertible note to an institutional investor dated June 4, 2018 (the "June Note"), and (ii) one dated March 12, 2019, (the "March Note"). A third note was issued to investors on December 20, 2018 to resolve matters involving the June Notes (the "December Note").

On or about July 18, 2019, Dominion Capital LLC filed a complaint in the United States District Court for the Southern District of New York alleging, among other things, a Default on its June Note, a Default on its December Note, and a Default on its March Note. On January 10, 2020, the U.S. District Court entered a Judgment for Dominion for approximately $1,996,000 plus interest at an annual rate of 18%, costs, and fees.

On January 22, 2020, the Company reached an agreement to pay the judgment by payment of cash and conversion of existing convertible notes resulting in the payment of cash of $1,321,568.86 and the issuance of 83,593 shares of common stock.

The Settlement Agreement is included as Exhibit 10.1 to this filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Description No.



  10.1      Settlement Agreement between Dominion Capital and the Company





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