Giftify warned on Nasdaq $1 minimum bid price

Q: How long does GIFT have to regain Nasdaq minimum bid price compliance?

Giftify has an initial period of 180 calendar days to regain compliance. During this time, the stock’s closing bid must reach at least $1 per share for a minimum of ten consecutive business days to satisfy Nasdaq’s requirement.

Q: Can GIFT receive more time from Nasdaq beyond the initial 180 days?

Nasdaq may grant Giftify an additional 180-day compliance period. This extension is possible only if the company meets other continued listing criteria, such as sufficient market value of publicly held shares and adequate shareholders’ equity.

Q: On which market and under what symbol does GIFT trade?

Giftify’s common stock is listed on The Nasdaq Capital Market under the trading symbol GIFT. The Nasdaq notice concerns compliance with that market’s $1 minimum bid price continued listing standard.

Giftify, Inc. reported that on August 3, 2026, Nasdaq notified the company that its common stock no longer meets Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1 per share.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Giftify, Inc. reported that on August 3, 2026, Nasdaq notified the company that its common stock no longer meets Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1 per share. The notice followed 30 consecutive business days with a closing bid below this threshold.

Under Nasdaq Rule 5810(c)(3)(A), Giftify has 180 calendar days to regain compliance. The company will be back in good standing if, during this period, its common stock closes at or above $1 for at least ten consecutive business days. Nasdaq may grant an additional 180-day compliance period if other continued listing requirements, such as minimum market value of publicly held shares and shareholders’ equity, are satisfied. Giftify’s common stock continues to trade on The Nasdaq Capital Market under the symbol GIFT.

Positive

None.

Negative

Nasdaq $1 bid-price deficiency notice creates a risk to the Nasdaq Capital Market listing if Giftify does not restore a bid of at least $1 for 10 consecutive business days within the initial 180-day compliance period or any additional period granted.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Nasdaq minimum bid price: $1 per share Non-compliance period: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Nasdaq minimum bid price $1 per share Required minimum bid under Nasdaq Listing Rule 5550(a)(2)

Non-compliance period 30 consecutive business days Length of time Giftify’s closing bid was below $1 before the notice

Initial compliance period 180 calendar days Time allowed to regain Nasdaq minimum bid price compliance under Rule 5810(c)(3)(A)

Required compliance streak 10 consecutive business days Closing bid must be at least $1 for this period to regain compliance

Potential additional compliance period 180 calendar days Additional period Nasdaq may grant if other listing criteria are met

Key Terms

Nasdaq Listing Rules, minimum bid price, market value of publicly held shares, shareholders’ equity

4 terms

Nasdaq Listing Rules regulatory

"Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that Listing Rules"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

minimum bid price financial

"Rule 5550(a)(2), require listed securities to maintain a minimum bid price of $1 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

market value of publicly held shares financial

"provided other listing criteria (e.g., minimum market value of publicly held shares, shareholders’ equity) are met"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

shareholders’ equity financial

"provided other listing criteria (e.g., minimum market value of publicly held shares, shareholders’ equity) are met"

Shareholders’ equity is the portion of a company’s assets that belongs to its owners after all debts and obligations are paid — essentially assets minus liabilities, like the cash left over if a business were sold and its debts settled. Investors use it as a basic measure of a company’s financial health and per-share book value, helping assess whether shares are fairly valued and how much of a cushion exists against losses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did GIFT receive regarding its stock listing?

Giftify, Inc. received a Nasdaq notice that its common stock failed to meet the $1 minimum bid price requirement under Rule 5550(a)(2) for 30 consecutive business days, placing its Nasdaq Capital Market listing at risk if compliance is not regained.

How long does GIFT have to regain Nasdaq minimum bid price compliance?

Giftify has an initial period of 180 calendar days to regain compliance. During this time, the stock’s closing bid must reach at least $1 per share for a minimum of ten consecutive business days to satisfy Nasdaq’s requirement.

What must GIFT’s stock do to regain compliance with Nasdaq Rule 5550(a)(2)?

To regain compliance, Giftify’s common stock must achieve a closing bid price of at least $1 per share for ten consecutive business days within the allowed 180-day period specified under Nasdaq Rule 5810(c)(3)(A).

Can GIFT receive more time from Nasdaq beyond the initial 180 days?

Nasdaq may grant Giftify an additional 180-day compliance period. This extension is possible only if the company meets other continued listing criteria, such as sufficient market value of publicly held shares and adequate shareholders’ equity.

On which market and under what symbol does GIFT trade?

Giftify’s common stock is listed on The Nasdaq Capital Market under the trading symbol GIFT. The Nasdaq notice concerns compliance with that market’s $1 minimum bid price continued listing standard.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:00 PM Accepted by SEC EDGAR 08/07/2026 - 04:00 PM

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)

-2-

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

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents