UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On January 15, 2025, Giftify Inc. (the “Company”) entered into a Placement Agency Agreement (the “PAA”) with Craft Capital Management LLC (“Craft Capital”), as Placement Agent, to issue and sell 600,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a purchase price of $1.00 per Share. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), that was declared effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer and sale of the Shares in the Offering are described in the Company’s prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated January 15, 2025.
The PAA contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions.
Under the terms of the PAA, Ketan Thakker, its President and CEO, agreed to a 30-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The foregoing description of the PAA is not complete and is qualified in its entirety by reference to the full text of the form of the PAA, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
CM Law PLLC, counsel to the Company, has issued an opinion to the Company with respect to the validity of the Shares to be issued and sold in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On January 16, 2025, the Company closed the Offering. The Company sold 600,000 Shares for total gross proceeds of $600,000. After deducting the Placement Agent fee and offering expenses payable by the Company, the Company received net proceeds of $483,000.
Item 7.01 Regulation FD Disclosure
On January 15, 2025, the Company issued a press release announcing that it had initiated the Offering and that it had priced the Offering. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 1.1 | Placement Agency Agreement, dated January 15, 2025, between Giftify, Inc. and Craft Capital Management LLC | |
| 5.1 | Opinion of CM Law PLLC | |
| 99.1 | Press release dated January 15, 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: January 17, 2025 | GIFTIFY, Inc. | |
| By: | /s/ Ketan Thakker | |
| Ketan Thakker | ||
| President and CEO | ||
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