Giftify (NASDAQ: GIFT) receives Nasdaq notice over sub-$1 bid price risk

Rhea-AI Filing Summary

Giftify, Inc. reported that it received a Nasdaq notice on March 24, 2026 because its common stock failed to maintain the required minimum bid price of $1 per share for 30 consecutive business days under Rule 5550(a)(2).

The company has 180 calendar days to regain compliance by having a closing bid price of at least $1 for a minimum of ten consecutive business days. If it meets other Nasdaq listing standards, it may receive an additional 180-day period, potentially by implementing a reverse stock split. If compliance is not restored and no extension is granted, Nasdaq could move to delist Giftify’s common stock.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: Giftify’s stock traded below the $1 minimum bid for 30 consecutive business days, triggering a Nasdaq notice and creating a defined pathway that could ultimately lead to delisting if compliance is not regained within the allowed cure periods.

Insights

Equity Markets & Listing Standards Analyst

Giftify faces Nasdaq minimum bid-price deficiency with defined cure windows.

Giftify has fallen below Nasdaq’s $1 minimum bid-price requirement for 30 consecutive business days, triggering a formal deficiency notice under Rule 5550(a)(2). This places the stock at risk of eventual delisting from the Nasdaq Capital Market if compliance is not restored.

The company now has 180 calendar days to achieve a closing bid of at least $1 for ten consecutive business days. Nasdaq may grant another 180-day period if Giftify satisfies other initial listing standards under Rule 5505 and indicates an intention to cure, including via a reverse stock split.

If Giftify cannot regain compliance and fails to qualify for an extension, Nasdaq staff may determine that the common stock should be delisted. That would move trading off a national exchange, and actual outcomes will depend on Giftify’s future trading prices and any corporate actions it undertakes.

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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): March 24, 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 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.

Nasdaq further stated that in the event the Company did not regain compliance during this 180 day period, it could be eligible for additional time to qualify if it met the continued listing requirement for the market value of publicly held shares and all other initial listing standards under Rule 5505 of the Rules, with the exception of the bid price requirement, and that it would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. Nasdaq stated that it would inform the Company if it met these requirements to allow the Company an additional 180 calendar days to satisfy the $1 minimum closing bid price. Nasdaq advised the Company that in the event that the Nasdaq staff concludes that the Company will not be able to cure the deficiency or was otherwise not eligible under the Rules for continued listing, Nasdaq would provide notice that the Company’s shares of common stock would be subject to delisting.

Item 9.01 Financial Statements and Exhibits.

Exhibits

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: March 27, 2026	GIFTIFY, Inc.
	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and CEO

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FAQ

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

Giftify disclosed that Nasdaq notified the company its common stock no longer meets the minimum $1 bid price requirement under Rule 5550(a)(2) after 30 consecutive business days below that level, placing its Nasdaq Capital Market listing at risk if compliance is not restored.

How long does Giftify (GIFT) have to regain Nasdaq bid-price compliance?

Giftify has 180 calendar days to regain compliance. During this period, its common stock must achieve a closing bid price of at least $1 per share for a minimum of ten consecutive business days to satisfy Nasdaq’s Rule 5550(a)(2).

Can Giftify (GIFT) obtain more time beyond the initial 180 days from Nasdaq?

Yes. Nasdaq indicated Giftify could receive an additional 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards under Rule 5505, and notifies Nasdaq of its intent to cure, potentially via a reverse stock split.

What happens if Giftify (GIFT) still does not meet the $1 bid price after the allowed periods?

If Giftify does not regain the $1 minimum bid price within the available compliance periods, and Nasdaq staff concludes it is unable or ineligible to cure the deficiency, Nasdaq may notify the company that its common stock will be subject to delisting from the Nasdaq Capital Market.

What specific Nasdaq rules are cited in Giftify’s (GIFT) deficiency notice?

The notice references Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1 bid price, Rule 5810(c)(3)(A) governing the 180-day compliance period, and Rule 5505, which outlines initial listing standards used to assess eligibility for a potential second 180-day cure period.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB