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GIFTIFY, INC.

For the period ended Sep 2, 2025. Filed Sep 2, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 2, 2025 · Filed Sep 2, 2025

GIFT$0.51-2.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

Giftify, Inc.

(Name of registrant as specified in its charter)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies: ____________________
(2)Aggregate number of securities to which transaction applies: ____________________
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____________
(4)Proposed maximum aggregate value of transaction: ___________________________
(5)Total fee paid: _______________________________________________________

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)Amount Previously Paid: _______________________________________________
(2)Form, Schedule or Registration Statement No.: _______________________________
(3)Filing Party: _________________________________________________________
(4)Date Filed: __________________________________________________________

GIFTIFY, INC.

1100 Woodfield Road, Suite 510,

Schaumburg, IL 60173

September 2, 2025

Dear Fellow Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Giftify, Inc. (the “Company”) and any adjournments, postponements or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Friday, October 17, 2025, virtually athttps://us05web.zoom.us/j/7512299944? at 12:00 PM Eastern Time.

The matters to be voted on at the Annual Meeting by the holders of our common stock, par value $0.001 per share (“Common Stock”), are: (i) the election of five (5) director nominees to our Board of Directors (our “Board”); and (ii) the ratification of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for fiscal year 2025 (the year that will end on December 31, 2025). We may also transact such other business that may properly come before the Annual Meeting.Our Board recommends that you vote in accordance with our Board’s recommendations on all proposals using the enclosed proxy card.

Shareholders of record at the close of business on August 25, 2025, are entitled to notice of and are cordially invited to attend this Annual Meeting, or any adjournments or postponements thereof.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it, voting via the Internet or faxing it in accordance with the instructions on the enclosed proxy card. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend in person.

The Notice of Internet Availability of Proxy Materials (the “Notice”) and proxy card will be mailed to shareholders on or about October 6, 2025.

On behalf of everyone at Giftify, Inc., we are grateful for your continued trust and support. Thank you for being a Giftify shareholder.

By order of the Board of Directors,

/s/ Ketan Thakker

Ketan Thakker

Chairman and Chief Executive Officer

Schaumburg, Illinois

September 2, 2025

GIFTIFY. INC.

1101 N. Keller Road, Suite G

Orlando, FL 32810

September 2, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Shareholders of Giftify, Inc.:

The 2025 Annual Meeting of Shareholders of Giftify, Inc. (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) will be held at 12:00 PM Eastern Time on Friday, October 17, 2025, virtually athttps://us05web.zoom.us/j/7512299944?. As a shareholder, you will be able to attend and participate in the Annual Meeting virtually and will have the opportunity to listen to the meeting live, submit questions and vote.

As described more fully in the Company’s proxy statement detailing the business to be conducted at the Annual Meeting (the “Proxy Statement”), at the Annual Meeting, the holders of our Common Stock, par value $0.001 per share (“Common Stock”) will be asked to:

(1)Elect five (5) directors to serve on our Board of Directors;
(2)Ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm; and
(3)Transact any other business that may properly come before the Annual Meeting.

Shareholders of record at the close of business on August 25, 2025, are entitled to notice of, and to vote at, the Annual Meeting. Such shareholders are urged to submit the enclosed proxy card, even if their shares were sold after such date.

The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available athttps://us05web.zoom.us/j/7512299944?.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard. We urge you toVOTE TODAY by following the instructions on the enclosed proxy card to vote by the Internet or fax or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Returning the proxy does not deprive you of your right to attend and to vote your shares at the Annual Meeting in person. More information on voting your proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement. Please refer to “Proxy Voting Summary” on page 1 of the Proxy Statement and the instructions on the proxy card. If you are the beneficial owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit a proxy to have your shares voted. We urge you to instruct your broker, bank or other nominee to vote your shares “FOR” our Board’s director nominees and**“FOR”**Proposal 2 using the enclosed proxy card.

OUR BOARD STRONGLY RECOMMENDS VOTING “FOR” EACH OF OUR BOARD’S DIRECTOR NOMINEES UNDER PROPOSAL 1 AND “FOR” PROPOSAL 2 USING THE ENCLOSED PROXY CARD.

By Order of the Board of Directors,

Ketan Thakker

Chief Executive Officer

PROXY STATEMENT FOR

2025 ANNUAL MEETING OF SHAREHOLDERS OF

GIFTIFY, INC.

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Giftify, Inc., a Delaware corporation (“Giftify ,” the “Company,” “we,” “us,” or “our”), for the 2025 Annual Meeting of Shareholders scheduled to be held on October 17, 2025 (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) at 12:00 PM, Eastern Time. The Annual Meeting will be held in a virtual format only, via a live webcast.

Only shareholders of record at the close of business on August 25, 2025 (the “Record Date”) are entitled to receive the Notice and to vote at the Annual Meeting. As of the Record Date, there were 30,517,953 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding and entitled to vote at the Annual Meeting. This Proxy Statement and accompanying form of proxy card were first mailed or given to shareholders on or about October 6, 2025.

PROXY STATEMENT1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS5
CORPORATE GOVERNANCE11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT17
EXECUTIVE COMPENSATION18
PROPOSAL 1 – ELECTION OF DIRECTORS27
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF WEINBERG & COMPANY P. A. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM28
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.