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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) |
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 |
