false
0001760233
0001760233
2026-04-27
2026-04-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 27, 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
March 24, 2026, the registrant (“Giftify” or the “Company”), received a notice from the 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.
By
letter dated April 27, 2026, Nasdaq notified Giftify that Nadaq’s staff had determined that for the last 10 consecutive
business days, from April 13, 2026, to April 24, 2026, the closing bid price of the Company’s common stock had been at $1.00
per share or greater. On the basis of that determination, Nasdaq advised the Company that the Company has regained compliance with Listing
Rule 5550(a)(2), and on that basis the matter was now closed.
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:
April 28, 2026 |
GIFTIFY,
Inc. |
| |
|
|
| |
By: |
/s/
Ketan Thakker |
| |
|
Ketan
Thakker |
| |
|
President
and CEO |