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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): January 22, 2025

 

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.)

 

Lakeside Corporate Court

5880 Live Oak Parkway, Suite 100

Norcross, Georgia 30093

   15212
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (773) 272-5000

 

 

(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 1.01 Entry into a Material Definitive Agreement.

 

On September 20, 2024, the registrant (“Giftify”), entered into a secured promissory note (the “Note”) with Spars Capital Group LLC (“Spars Capital”) in the principal amount of $2,000,000 bearing annual interest of 11.5% that had a maturity date of January 20, 2025. The Note is collateralized by a blanket lien on the assets of Giftify under the terms of a Security Agreement and is subordinated only to the line of credit owed by Giftify to Pathward, National Association in the amount of $6,459,000.

 

On January 22, 2025, under the terms of an Allonge to Promissory Note (the “Allonge”), Giftify paid Spars Capital $1,000,000.00 of the principal amount due under the Note and made an interest payment of $77,506.85. Spars Capital and Giftify agreed to extend the remaining principal balance due under the Note to February 19, 2025, and for Giftify to pay the accrued interest in the amount of $9,583.33 for a total principal and interest payment of $1,009,583.33.

 

The Allonge is subject to additional customary terms and conditions. The foregoing description of the Allonge does not purport to be complete and is qualified in its entirety by reference to the Allonge that is filed as Exhibits 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

10.1   Allonge to Promissory dated January 22, 2025
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: January 28, 2025 GIFTIFY, Inc.
     
  By: /s/ Ketan Thakker
    Ketan Thakker
    President and CEO

 

-3- 

 

 

Exhibit 10.1

 

ALLONGE TO PROMISSORY NOTE

 

ALLONGE dated as of January 22, 2025 (this “Allonge”) to the Promissory Note dated as of September 20, 2024 in the original principal amount of $2,000,000.00 made by GIFTIFY, INC., a Delaware corporation, with an office at 1100 E. Woodland Road, Suite 510, Schaumburg, Illinois 60173 (“Maker”), payable to the order of SPARS CAPITAL GROUP LLC, a New Jersey limited liability company, having an office at 164 Old Orchard Rd, Toms River, New Jersey 08755 (“Payee”).

 

WHEREAS, Maker executed a Promissory Note dated as of September 20, 2024 payable to the order of Payee in the original principal amount of $2,000,000.00 (as amended, restated and otherwise modified from time to time, the “Note”);

 

WHEREAS, the Note matured on January 20, 2025 (the “Maturity Date”);

 

WHEREAS, Maker has paid Payee the principal amount of $1,000,000.00 and an interest payment of $77,506.85, and the principal amount of $1,000,000.00 plus interest from January 20, 2025 at the rate of 11.50% per annum remains due and owing under the Note;

 

WHEREAS, subject to the terms and conditions hereinafter set forth, Payee has agreed to extend the Maturity Date of the Note to February 19, 2025;

 

NOW THEREFORE, IT IS HEREBY AGREED:

 

  1. Acknowledgement. Maker reaffirms the validity and enforceability of the Note, and acknowledges (i) that the principal amount of $1,000,000.00 with interest from January 20, 2025 at the rate of 11.50% per annum is due and owing under the Note, and (ii) that Maker has no offsets, claims or defenses to the Note.

 

  2. Maturity Date. The Maturity Date of the Note is hereby extended to February 19, 2025 (the “Extended Maturity Date”).

 

  3. Payment. On the Extended Maturity Date, in full payment of the Note, Maker will pay Payee the principal sum of $1,000,000.00, plus accrued interest in the amount of $9,583.33, amounting in all to the sum of $1,009,583.33.

 

  4. Attorneys’ Fees. Simultaneously with the execution of this Allonge, Maker will pay Payee the additional amount of $1,000.00 for the reasonable attorneys’ fees incurred by Payee in connection with this Allonge.

 

  5. Reaffirmation of Security Agreement. Maker restates and reaffirms its obligations under the Security Agreement dated as of September 20, 2024 executed by Maker in favor of Payee, and confirms and acknowledges to Payee that the Security Agreement remains in full force and effect in accordance with its original terms.

 

  6. Effect of Allonge. Except as expressly provided in this Allonge, all terms, covenants, conditions and provisions of the Note shall be and remain in full force and effect as written and unmodified hereby.

 

  7. Modification. This Allonge may not be modified or terminated orally.

 

  8. JURY TRIAL WAIVER. MAKER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT MAKER MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ALLONGE.

 

  9. Binding Effect. This Allonge is binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. Maker shall not assign any of its rights or obligations hereunder without the express written consent of Payee, such consent to be given or withheld in Payee’s sole discretion.

 

  10. Governing Law. This Note shall be interpreted and the rights and liabilities of the parties shall be governed by the laws of the State of New Jersey, without regard to principles of the conflict of laws.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF the undersigned have executed this Allonge as of the date first written above.

 

  GIFTIFY, INC.
     
  By: /s/ Ketan Thakker
    Ketan Thakker President and CEO

 

STATE OF ILLINOIS )  
  ) ss.:  
COUNTY OF COOK )  

 

On this 28th day of January, 2025, before me, the undersigned, a notary public in and for said State, personally appeared KETAN THAKKER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that (s)he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

 

Notary Public

 

THIS ALLONGE SHOULD BE PERMANENTLY AFFIXED

TO THE PROMISSORY NOTE DESCRIBED ABOVE

 

 

 

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Jan. 22, 2025
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Entity File Number 001-42206
Entity Registrant Name GIFTIFY, INC.
Entity Central Index Key 0001760233
Entity Tax Identification Number 45-2482974
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One Lakeside Corporate Court
Entity Address, Address Line Two 5880 Live Oak Parkway, Suite 100
Entity Address, City or Town Norcross
Entity Address, State or Province GA
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City Area Code (773)
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Title of 12(b) Security Common Stock
Trading Symbol GIFT
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