Giftify regains Nasdaq minimum bid compliance

Giftify, Inc. reports it has regained compliance with Nasdaq’s minimum bid price listing rule after receiving a prior deficiency notice.

Filing Impact

(Moderate)

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Form Type

8-K

Rhea-AI Filing Summary

Giftify, Inc. reports it has regained compliance with Nasdaq’s minimum bid price listing rule after receiving a prior deficiency notice. Nasdaq rules require a minimum bid price of $1.00 per share, which Giftify’s stock failed to meet for 30 consecutive business days.

Nasdaq initially granted the Company a 180-day period to regain compliance. In a letter dated April 27, 2026, Nasdaq notified Giftify that its common stock closed at or above $1.00 per share for 10 consecutive business days from April 13 to April 24, 2026. As a result, Nasdaq confirmed the Company is again in compliance with Listing Rule 5550(a)(2) and closed the matter.

Insights

Giftify resolves Nasdaq bid-price deficiency and maintains listing.

Giftify received a Nasdaq notice after its shares closed below $1.00 for 30 consecutive business days, triggering a standard deficiency process under Listing Rule 5550(a)(2). Nasdaq granted a 180-day window to restore the bid price.

By maintaining a closing bid of at least $1.00 for 10 consecutive business days from April 13–24, 2026, the Company satisfied the cure requirement. Nasdaq then informed Giftify on April 27, 2026 that it had regained compliance and that the matter was closed, removing an immediate delisting risk but not altering underlying business fundamentals.

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

Minimum bid price requirement: $1.00 per share Initial deficiency period: 30 consecutive business days Cure window: 180 calendar days +1 more

4 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) standard

Initial deficiency period 30 consecutive business days Closing bid below $1.00 before notice

Cure window 180 calendar days Period granted under Rule 5810(c)(3)(A)

Compliance streak 10 consecutive business days At or above $1.00 from April 13–24, 2026

Key Terms

Listing Rule 5550(a)(2), Nasdaq Listing Qualifications, minimum bid price, emerging growth company

4 terms

Listing Rule 5550(a)(2) regulatory

"specifically Rule 5550(a)(2), require listed securities to maintain a minimum bid price"

Listing Rule 5550(a)(2) is a Nasdaq listing standard that sets a minimum share-price requirement for securities to be listed or to remain listed on the Nasdaq Capital Market. It matters to investors because falling below that minimum can trigger delisting reviews or increased volatility, much like a safety bar on a ride — if a stock can’t meet the height requirement, it risks being removed from the exchange, which can reduce liquidity and access for buyers and sellers.

Nasdaq Listing Qualifications regulatory

"received a notice from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC"

Nasdaq listing qualifications are the set of financial, governance and market standards a company must meet to have its shares traded on the Nasdaq stock exchange, such as minimum revenue or assets, share price and number of public shareholders, and board or reporting rules. Think of it like meeting entrance requirements for a club: meeting them signals a basic level of size, transparency and trading liquidity that helps investors judge risk, access shares more easily and rely on audited disclosures.

minimum bid price financial

"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.

emerging growth company regulatory

"Emerging growth company Item 3.01 Notice of Delisting"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What Nasdaq issue did Giftify (GIFT) disclose in this 8-K?

Giftify disclosed it had previously fallen out of compliance with Nasdaq’s minimum bid price rule, which requires a closing bid of at least $1.00 per share for continued listing eligibility on The Nasdaq Capital Market.

How did Giftify (GIFT) regain compliance with Nasdaq’s $1.00 bid rule?

Giftify regained compliance after its common stock closed at or above $1.00 per share for 10 consecutive business days, from April 13 to April 24, 2026. Nasdaq then confirmed the requirement under Listing Rule 5550(a)(2) was satisfied.

What timeline did Nasdaq give Giftify (GIFT) to fix the bid price deficiency?

Nasdaq granted Giftify a 180 calendar day period to regain compliance under Rule 5810(c)(3)(A). During this window, achieving at least $1.00 per share for 10 consecutive business days would cure the deficiency and preserve the company’s Nasdaq Capital Market listing.

Is the Nasdaq bid price compliance matter for Giftify (GIFT) now closed?

Yes. In a letter dated April 27, 2026, Nasdaq informed Giftify that it had met the minimum bid price requirement for 10 consecutive business days. Nasdaq stated the company had regained compliance with Listing Rule 5550(a)(2) and that the matter was closed.

What listing rule was at issue for Giftify (GIFT) on Nasdaq?

The issue involved Nasdaq Listing Rule 5550(a)(2), which requires listed securities on The Nasdaq Capital Market to maintain a minimum bid price of $1.00 per share. Giftify temporarily failed this standard before later restoring its closing bid price.

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

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Accepted by SEC EDGAR 04/28/2026 - 08:30 AM EDT

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)

-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: April 28, 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

Giftify regains Nasdaq minimum bid compliance

Rhea-AI Filing Summary