GIFTIFY, INC.
For the period ended May 30, 2025. Filed Jun 5, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
May 30, 2025 · Filed Jun 5, 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): May 30, 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 | 60173 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(847) 506-9680
(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.☐
On May 30, 2025, the registrant (“Giftify, Inc.” or “Giftify”), through its newly formed Delaware subsidiary, TakeOut7 Acquisition Corp., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TakeOut7 Inc., a Delaware corporation (“TakeOut7”), that has developed a digital marketing platform for restaurants. Under the terms of the Merger Agreement, Giftify has issued 350,000 restricted shares of its common stock to the shareholders of TakeOut7 in exchange for all the isued and outstanding shares of TakeOut7. Following the merger, Takeout7 shall be a wholly owned subsidiary of Giftify.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Giftify will be issuing a press release concurrent with the filing of this Current Report on Form 8-K to announce the Merger Agreement. A copy of the press release is filed as Exhibit 99.1.
Exhibits
| 10.1 | Agreement and Plan of Merger dated May 30, 2025, by and among Giftify, Inc., TakOu7 Acquisition Corp. and TakOut7 Inc. |
| 99.1 | Press Release dated June 5, 2025 |
| 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:June 5, 2025 | Giftify, Inc. | |
|---|---|---|
| By: | /s/ Ketan Thakker | |
| Ketan Thakker | ||
| President and CEO | ||
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