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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): August 3, 2026
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 |
| (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 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 3, 2026, the registrant (“Giftify” or the “Company”), received a notice from Nasdaq Listing Qualifications
department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that Listing Rules (the “Rules”), specifically Rule
5550(a)(2), require listed securities to maintain a minimum bid price of $1 per share and that for the last 30 consecutive business days
the Company’s closing bid price failed to meet this requirement. Nasdaq advised the Company that under Rule 5810(c)(3)(A) the Company
had 180 calendar days in which to regain compliance if at any time during this 180-day period the closing bid price of the Company’s
shares of common stock were at least $1 for a minimum of ten consecutive business days. If still deficient, Nasdaq may grant an additional
180-day period, provided other listing criteria (e.g., minimum market value of publicly held shares, shareholders’ equity) are
met.
Item
9.01 Financial Statements and Exhibits.
Exhibits
| 104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: August 7, 2026 |
GIFTIFY, Inc. |
| |
|
|
| |
By: |
/s/ Ketan
Thakker |
| |
|
Ketan Thakker |
| |
|
President and CEO |