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)

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):

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.☐

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.

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.

Exhibits

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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.

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