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): ~~October~~March 1724, ~~2025~~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
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 53.0701 -Notice ~~Submission~~ of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~ Continued Listing Rule or Standard; Transfer of ~~Security Holders~~ Listing.

~~Our~~On ~~2025~~March ~~annual~~24, ~~meeting~~2026, ofthe ~~stockholders~~registrant ~~was~~(“Giftify” ~~held~~or ~~virtually~~the on“Company”), ~~October~~received ~~17,~~a ~~2025.~~notice Atfrom Nasdaq Listing Qualifications department of the ~~annual~~Nasdaq ~~meeting~~Stock ~~our~~Market ~~stockholders:~~LLC (a“Nasdaq”) ~~elected~~stating ~~three directors~~that toListing ~~serve~~Rules ~~until~~ (the ~~next~~“Rules”), ~~annual~~specifically ~~meeting~~Rule 5550(a)(2), ofrequire ~~stockholders~~listed ~~and~~securities ~~until~~to ~~their~~maintain ~~successors~~a ~~are~~minimum ~~duly~~bid ~~elected~~price ~~and~~of ~~qualified;~~$1 per share and ~~(b)~~that ~~ratified~~ for the ~~Board~~last of30 ~~Directors~~consecutive business days the Company’s ~~selection~~closing ofbid ~~Weinberg~~price &failed ~~Company,~~to Pmeet this requirement. Nasdaq advised the Company that under Rule 5810(c)(3)(A.) asthe ~~our~~Company had ~~independent~~180 ~~registered~~calendar ~~public~~days ~~accountants~~in which to ~~audit~~regain ~~our~~compliance if at any time during this 180-day period the closing bid price of the Company’s ~~financial~~shares ~~statements~~of common stock were at least $1 for ~~the~~a ~~2025~~minimum ~~fiscal~~of ~~year~~ten consecutive business days.

~~There~~Nasdaq ~~were~~further ~~30,517,953~~stated ~~shares~~that ofin ~~our~~the ~~common~~event ~~stock,~~the ~~par~~Company ~~value~~did ~~$0.001~~not ~~per~~regain ~~share~~compliance during this 180 day period, ~~outstanding~~it ~~and~~could be eligible for additional time to ~~vote at~~ ~~the~~qualify ~~annual~~if ~~meeting as~~it ofmet the ~~close~~continued oflisting ~~business~~requirement onfor ~~August~~the ~~25,~~market ~~2025,~~value ~~the~~of ~~record~~publicly ~~date~~held ~~for~~shares ~~determining~~and ~~stockholders~~all ~~entitled~~other ~~to vote at~~initial ~~the meeting.~~listing ~~There~~standards ~~were~~under ~~11,018,709~~Rule ~~shares~~5505 of ~~common~~the ~~stock~~Rules, orwith ~~36.11%~~the exception of the ~~shares~~bid ofprice ~~common~~requirement, ~~stock~~and ~~outstanding~~that ~~and~~it ~~entitled~~would need to ~~vote~~provide atwritten ~~the annual~~notice ~~meeting,~~of ~~represented~~its atintention ~~the~~to ~~meeting~~cure ~~either~~the indeficiency ~~person~~during orthe bysecond ~~proxy.~~compliance ~~The~~period, ~~following~~by ~~tables~~effecting ~~show~~a ~~the~~reverse ~~votes~~stock ~~cast~~split, byif ~~our~~necessary. ~~stockholders and any~~Nasdaq ~~abstentions~~stated ~~with~~that ~~respect~~it towould inform the ~~matters~~Company ~~presented~~if toit ~~stockholders~~met ~~for~~these arequirements ~~vote~~to atallow the ~~meeting.~~Company ~~Information~~an isadditional ~~also~~180 ~~provided~~calendar asdays to ~~broker~~satisfy ~~non-votes.~~the A$1 ~~“broker~~minimum ~~non-vote”~~closing ~~occurs~~bid ~~when~~price. aNasdaq ~~stockholder~~advised ~~whose~~the ~~shares~~Company ~~are~~that ~~held~~ in ~~“street~~the ~~name”~~event inthat athe ~~brokerage account~~Nasdaq orstaff ~~similar~~concludes ~~account~~that ~~does~~the Company will not ~~instruct~~be ~~the~~able ~~stockholder’s~~to ~~broker~~cure the deficiency or ~~other~~was ~~nominee~~otherwise innot ~~whose~~eligible ~~name~~under the ~~shares~~Rules ~~are~~for ~~registered how~~continued tolisting, ~~vote~~Nasdaq onwould aprovide ~~matter~~notice asthat the toCompany’s ~~which~~shares ~~brokers~~of ~~and~~common ~~nominees~~stock ~~are~~would ~~not~~be ~~permitted~~subject to ~~vote without instructions from their client~~delisting.

~~Election~~Item of9.01 ~~Directors~~Financial Statements and Exhibits.

~~Each of the following nominees were elected as directors by the following vote:~~Exhibits

Nominee	Votes For	Votes Withheld
Ketan Thakker	10,972,513	665
Elliot Bohm	10,972,459	665
Kevin Harrington	10,972,536	665
Paul K. Danner	10,971,547	1,665
M. Scot Wingo	10,612,547	665

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

In addition, there were 12,772,813 broker non-votes with respect to the election of each of the above director nominees.

Ratification of Appointment of Independent Registered Public Accountants

The appointment of Weinberg & Co., P.A. as our independent registered public accountants for the fiscal year ending December 31, 2025, was ratified by the following vote:

	Shares Voted
For		11,018,709
Against		24,608
Abstain		289

There were 12,727,876 broker non-votes on this matter.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
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: October 20, 2025	Giftify, Inc.
Date: March 27, 2026	GIFTIFY, Inc.
	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and CEO

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