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): January 22, 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.
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2024, the registrant (“Giftify”), entered into a secured promissory note (the “Note”) with Spars Capital Group LLC (“Spars Capital”) in the principal amount of $2,000,000 bearing annual interest of 11.5% that had a maturity date of January 20, 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 $6,459,000.
On January 22, 2025, under the terms of an Allonge to Promissory Note (the “Allonge”), Giftify paid Spars Capital $1,000,000.00 of the principal amount due under the Note and made an interest payment of $77,506.85. Spars Capital and Giftify agreed to extend the remaining principal balance due under the Note to February 19, 2025, and for Giftify to pay the accrued interest in the amount of $9,583.33 for a total principal and interest payment of $1,009,583.33.
The Allonge is subject to additional customary terms and conditions. The foregoing description of the Allonge does not purport to be complete and is qualified in its entirety by reference to the Allonge that is filed as Exhibits 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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: January 28, 2025 | GIFTIFY, Inc. |
| | | |
| | By: | /s/ Ketan Thakker |
| | | Ketan Thakker |
| | | President and CEO |
