EX-99.1 2 ex99-1.htm Exhibit 99.1 Giftify, Inc. Cancels Equity Line of Credit SCHAUMBURG, IL (Globe Newswire) - February 5, 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 cancellation of its equity line of credit (ELOC). On December 16, 2024, the Company entered into a common stock purchase agreement (the “SPA”) with an institutional investor. Pursuant to the SPA, the Company had the right, but not the obligation, to sell to the Investor, up to $10,000,000 of newly issued shares of the Company’s common stock, subject to certain limitations and conditions. The Company has exercised its right to terminate the SPA effective February 4, 2025 by mutual agreement of the parties. About Giftify, Inc. Giftify, Inc. is a pioneer in the incentive and rewards industry with a focus on retail, dining & entertainment experiences, as the owner and operator of leading digital platforms, CardCash.com and Restaurant.com. CardCash.com is a leading secondary gift card exchange platform, allowing consu…
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 February 3, 2025, the registrant (“Giftify”), in accordance with the provisions of the Strata Purchase Agreement (“SPA”) dated December 16, 2024, between ClearThink Capital Partners, LLC (“ClearThink Capital”) and Giftify, notified ClearThink Capital that it was terminating the SPA effective one Business Day (as that term is defined in the S…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
February 3, 2025, the registrant (“Giftify”), in accordance with the provisions of the Strata Purchase Agreement (“SPA”)
dated December 16, 2024, between ClearThink Capital Partners, LLC (“ClearThink Capital”) and Giftify, notified ClearThink
Capital that it was terminating the SPA effective one Business Day (as that term is defined in the SPA) following receipt
of that notice of termination. Under the terms of the SPA, ClearThink Capital had agreed to purchase up to $10 million of Giftify’s
shares of common stock based on a series of request notices subject to certain conditions specified in the SPA.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On February 5, 2025, Giftify
issued a press release announcing the termination of the SPA. A copy of the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated by reference herein.
In accordance with General Instruction B.2 of this Current Report
on Form 8-K, the information in this Item 7.01, including Exhibit 99.1. shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this
Current Report on Form 8-K is not intended to constitute a determination by Giftify that the information contained herein, including the
exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.