EX-99.1 4 ex99-1.htm Exhibit 99.1 Giftify, Inc. Announces Pricing of $600,000 Public Offering of Common Stock with No Warrants SCHAUMBURG, IL (Globe Newswire) - January 15, 2025: Giftify, Inc. (NASDAQ: GIFT) (the “Company”), the owner and operator of leading digital platforms, CardCash.com and Restaurant.com, with a focus on incentives and rewards in retail, dining & entertainment experiences, today announced the pricing of its “best efforts” public offering of 600,000 shares of its common stock with no warrants at a public offering price of $1.00 per share. Total gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $600,000. The offering is expected to close on January 16, 2025, subject to the satisfaction of customary closing conditions. Craft Capital Management LLC is acting as sole placement agent for the offering. The Company intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital and general and administrative expenses. A shelf registration statement on Form S-3 (Registration No. 333-282322) relating to the public offer…
Open exhibit ↗Current Report · Items 1.01, 7.01, 9.01 · 8-K
Giftify, Inc.
GIFTNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On January 15, 2025, Giftify Inc. (the “Company”) entered into a Placement Agency Agreement (the “PAA”) with Craft Capital Management LLC (“Craft Capital”), as Placement Agent, to issue and sell 600,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a purchase price of $1.00 per Share.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
January 15, 2025, Giftify Inc. (the “Company”) entered into a Placement Agency Agreement (the “PAA”) with Craft
Capital Management LLC (“Craft Capital”), as Placement Agent, to issue and sell 600,000 shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a purchase price of $1.00 per Share.
The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), that was declared
effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer
and sale of the Shares in the Offering are described in the Company’s prospectus constituting a part of the Registration Statement,
as supplemented by a final prospectus supplement dated January 15, 2025.
The
PAA contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the
parties and termination provisions.
Under
the terms of the PAA, Ketan Thakker, its President and CEO, agreed to a 30-day “lock-up” period with respect to sales of
specified securities, subject to certain exceptions.
The
foregoing description of the PAA is not complete and is qualified in its entirety by reference to the full text of the form of the PAA,
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
CM
Law PLLC, counsel to the Company, has issued an opinion to the Company with respect to the validity of the Shares to be issued and sold
in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On
January 16, 2025, the Company closed the Offering. The Company sold 600,000
Shares for total gross proceeds of $600,000. After deducting the Placement Agent fee and offering expenses payable
by the Company, the Company received net proceeds of $483,000.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure
On
January 15, 2025, the Company issued a press release announcing that it had initiated the Offering and that it had priced the
Offering. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.