GIFT Giftify Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 3, 2025

 

GIFTIFY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-42206		45-2482974
(State of other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1100 Woodfield Road, Suite 510 Schaumburg, IL		60173
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (773) 272-5000

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GIFT		The Nasdaq Stock Market LLC

 

Emerging growth company ☒

 

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

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 3, 2025, the registrant (“Giftify”), in accordance with the provisions of the Strata Purchase Agreement (“SPA”) dated December 16, 2024, between ClearThink Capital Partners, LLC (“ClearThink Capital”) and Giftify, notified ClearThink Capital that it was terminating the SPA effective one Business Day (as that term is defined in the SPA) following receipt of that notice of termination. Under the terms of the SPA, ClearThink Capital had agreed to purchase up to $10 million of Giftify’s shares of common stock based on a series of request notices subject to certain conditions specified in the SPA.

 

Item 7.01 Regulation FD Disclosure.

 

On February 5, 2025, Giftify issued a press release announcing the termination of the SPA. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information in this Item 7.01, including Exhibit 99.1. shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by Giftify that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated February 5, 2025
104		Cover Page Interactive Data File

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: February 5, 2025	GIFTIFY, Inc.
	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and CEO

 

 

 

Exhibit 99.1

 

 

Giftify, Inc. Cancels Equity Line of Credit

 

SCHAUMBURG, IL (Globe Newswire) – February 5, 2025: Giftify, Inc. (NASDAQ: GIFT) (the “Company”), the owner and operator of leading digital platforms, CardCash.com and Restaurant.com, with a focus on incentives and rewards in retail, dining & entertainment experiences, today announced the cancellation of its equity line of credit (ELOC).

 

On December 16, 2024, the Company entered into a common stock purchase agreement (the “SPA”) with an institutional investor. Pursuant to the SPA, the Company had the right, but not the obligation, to sell to the Investor, up to $10,000,000 of newly issued shares of the Company’s common stock, subject to certain limitations and conditions. The Company has exercised its right to terminate the SPA effective February 4, 2025 by mutual agreement of the parties.

 

About Giftify, Inc.

 

Giftify, Inc. is a pioneer in the incentive and rewards industry with a focus on retail, dining & entertainment experiences, as the owner and operator of leading digital platforms, CardCash.com and Restaurant.com. CardCash.com is a leading secondary gift card exchange platform, allowing consumers and retailers to realize value by buying and selling gift cards at various scales. Its Restaurant.com is the nation’s largest restaurant-focused digital deals brand. Restaurant.com and our Corporate Incentives division connect digital consumers, businesses and communities offering thousands of dining, retail and entertainment deals options nationwide at over 184,000 restaurants and retailers. Restaurant.com prides itself on offering the best deal, every meal. Our gift cards and restaurant certificates allow customers to save at thousands of restaurants across the country with just a few clicks.

 

For more information, visit: www.giftifyinc.com and www.cardcash.com and https://www.restaurant.com.

 

Forward-Looking Statements

 

Press Releases may include forward-looking statements. In particular, the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar conditional words and expressions are intended to identify forward-looking statements. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company. Accordingly, you should not place undue reliance on these forward-looking statements. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The company takes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the company. Statements in this press release that are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Giftify, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Giftify, Inc. is unable to give any assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include the company’s ability identify a suitable business model for the corporation.

 

Investors Contacts:

 

IR@giftifyinc.com

 

 

v3.25.0.1

Cover	Feb. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
Entity File Number	001-42206
Entity Registrant Name	GIFTIFY, INC.
Entity Central Index Key	0001760233
Entity Tax Identification Number	45-2482974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1100 Woodfield Road
Entity Address, Address Line Two	Suite 510
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	(773)
Local Phone Number	272-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GIFT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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