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): ~~April 23~~May 30, 2025

~~GIFTIFY~~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		60173
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~773~~847) ~~272~~506-~~5000~~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~~Stock 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 May ~~April 23~~30, 2025, ~~CardCash~~the ~~Exchange~~registrant (“Giftify, Inc.” (or “~~CardCash~~Giftify”), athrough ~~wholly~~its ~~owned~~newly ~~subsididary~~formed ofDelaware ~~the~~subsidiary, TakeOut7 ~~registrant~~Acquisition ~~(“Giftify”)~~Corp., entered into aan ~~second~~Agreement ~~amended~~ and ~~restated~~ ~~secured~~Plan ~~promissory~~of ~~note~~Merger (the “~~Note~~Merger Agreement”) with ~~Pathward~~TakeOut7 Inc., ~~National~~a ~~Association~~Delaware corporation (“~~Pathward~~TakeOut7”) ~~in the principal amount of $7~~,~~000,000~~ that ~~amends~~has ~~and~~developed ~~restates~~a ~~the~~digital ~~Amended~~marketing ~~and~~platform ~~Restated~~for ~~Promissory~~restaurants. ~~Note~~Under ~~dated~~the ~~December~~terms ~~23,~~of ~~2020, in~~ the ~~original principal~~Merger ~~amount of $10~~Agreement,~~000,000~~ ~~(the~~Giftify ~~“Original~~has ~~Note”)~~issued ~~and~~350,000 ~~bearing~~restricted ~~annual~~shares ~~interest~~ of 3%its incommon ~~excess~~stock ofto ~~that rate shown in~~ the ~~Wall Street~~shareholders ~~Journal~~of asTakeOut7 ~~the~~in ~~prime~~exchange ~~rate~~for ~~(the~~all ~~“Effective Rate”). Interest on~~ the ~~Note fluctuates with each change in the prime rate~~isued soand ~~published.~~outstanding Ifshares ~~at any time Pathward either abandons the use~~ of ~~the~~TakeOut7. ~~Wall~~Following ~~Street Journal prime rate or~~ the ~~Wall Street Journal prime rate is no longer published~~merger, ~~then~~Takeout7 ~~Pathward~~shall ~~will~~be ~~establish~~ a ~~similar~~wholly ~~replacement~~owned ~~rate~~subsidiary inof ~~its sole discretion but at no time will the Effective Rate be less than 6~~Giftify.~~50% per annum.~~

~~CardCash must pay~~The ~~interest~~foregoing ondescription ~~the principal amount which is outstanding each month in arrears commencing on the first day~~ of the ~~month~~Merger ~~following~~Agreement ~~the~~does ~~funding of~~not ~~the~~purport ~~transaction and continuing on the first day of each month thereafter until the unpaid principal and interest are fully paid. Any failure~~ to ~~pay the entire amount when due will~~ be ancomplete ~~event~~and ofis ~~default~~qualified ~~that will result~~ in anits ~~interest~~entirety ~~charge~~by atreference to the Agreement ~~“Extra~~which ~~Rate” that~~ is ~~defined~~filed inas ~~the~~Exhibit ~~Note~~10.1 asto ~~the~~this ~~Effective~~Current ~~Rate~~Report ~~plus~~on Form 8-K.~~00% per annum.~~

~~The~~Giftify will ~~Note~~be isissuing ~~collateralized by~~ a ~~blanket~~press ~~lien~~release onconcurrent ~~the~~with ~~assets of CardCash under~~ the ~~terms~~filing of anthis ~~Amended~~Current ~~and~~Report ~~Restated~~on ~~Loan~~Form ~~and~~8-K ~~Security Agreement dated December 23, 2020. Under Amendment No. 2~~ to ~~Amended~~announce ~~and~~the ~~Restated~~Merger ~~Loan and Security~~ Agreement ~~(“Amendment No~~. ~~2”)~~A ~~executed on April 23,~~copy ~~2025, advances under the Note may be measured against a percentage~~ of ~~Eligible Accounts and Eligible Inventory as those terms are defined in Amendment No. 2. The amount advanced as a loan under~~ the ~~Noted~~press ~~may~~release ~~not exceed an amount which~~ is ~~the~~filed ~~lesser of: (i) $7,000,000 and the sum of (a) 100% of Eligible Credit Card Receivables (~~as ~~defined~~Exhibit ~~in Amendment No~~99. 2), plus 100% of the Product Costs for Eligible Inventory (as those capitalized terms are defined in Amendment No. 2), provided however, that the Product Costs for Eligible Inventory consisting of Prepaid Inventory shall not exceed $750,000. In addition, if CardCash terminates Amendment No. 2 prior to December 31, 2025, it must pay an Exit Fee of 0.50% of $7,000,000, together with all unpaid Loan Fees and Maintenance Fees (as those terms are defined under Amendment No. 2) due under the Agreement. The required minimum cash collateral balance decreased from $1~~,250,000 to $1,000,000, releasing $250,000 to CashCard~~.

~~The Note and Amendment No. 2 are~~Item ~~subject to additional customary terms and conditions~~9.01 ~~The~~Financial ~~foregoing~~Statements ~~descriptions of the Note~~ and ~~Amendment No. 2 do not purport to be complete and are qualified in their entirety by reference to the Note and Amendment No. 2 that are filed as~~ Exhibits 10.~~1 and 10.2, respectively, to this Current Report on Form 8-K.~~

~~Item 9.01 Financial Statements and~~ Exhibits.

Exhibits

	10.1	Agreement and Plan of Merger dated May 30, 2025, by and among Giftify, Inc., TakOu7 Acquisition Corp. and TakOut7 Inc.

	99.1	Press Release dated June 5, 2025

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

10.1		Second Amended and Restated Promissory Note dated April 23, 2025, issued to Pathward, National Association by CardCash Exchange, Inc.
10.2		Amendment No. 2 to Amended and Restated Loan and Secuirty Agreement dated April 23, 2025, between Pathward, National Association and CardCash Exchange, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~-2-~~SIGNATURES

~~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.

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:June 5, 2025	Giftify, Inc.

	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and CEO

Date: April 25, 2025	GIFTIFY, Inc.
	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and CEO

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