GIFTIFY, INC.
For the period ended Feb 19, 2025. Filed Feb 21, 2025.
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Feb 19, 2025 · Filed Feb 21, 2025
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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 19, 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.) |
| Lakeside Corporate Court 5880 Live Oak Parkway, Suite 100 Norcross, Georgia 30093 | 15212 |
|---|---|
| (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 Capital 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.☐
On February 19, 2025, the registrant (“Giftify”), entered into a secured promissory note (the “Note”) with Real World Digital Assets LLC (“Real World”) in the principal amount of $1,000,000 bearing annual interest of 11.5% that had a maturity date of December 31, 2025. The Note is collateralized by a blanket lien on the assets of Giftify under the terms of a Security Agreement and is subordinated only to the line of credit owed by Giftify to Pathward, National Association in the amount of approximately $4,000,000. The Note replaces the secured promissory note dated September 20, 2024, in the principal amount of $1,000,000 that had a due date of February 19, 2025.
The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Note and Security Agreement that is filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Exhibits
| 10.1 | Promissory Note dated February 19, 2025 |
| 10.2 | Security Agreement dated February 19, 2025, between Giftify, Inc. and Real World Digital Assets LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Date: February 21, 2025 | GIFTIFY, Inc. | |
|---|---|---|
| By: | /s/ Ketan Thakker | |
| Ketan Thakker | ||
| President and CEO | ||
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