Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 3, 2026, the registrant (“Giftify” or the “Company”), received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that Listing Rules (the “Rules”), specifically Rule 5550(a)(2), require listed securities to maintain a minimum bid price of $1 per share and that for the last 30 consecutive business days the Company’s closing bid pri…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 24, 2026, the registrant (“Giftify” or the “Company”), received a notice from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that Listing Rules (the “Rules”), specifically Rule 5550(a)(2), require listed securities to maintain a minimum bid price of $1 per share and that for the last 30 consecutive business days the Company’s closing bid…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 24, 2026, the registrant (“Giftify” or the “Company”), received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that Listing Rules (the “Rules”), specifically Rule 5550(a)(2), require listed securities to maintain a minimum bid price of $1 per share and that for the last 30 consecutive business days the Company’s closing bid pri…

Chief Operating Officer — Balazs Wellisch: Balazs Wellisch resigned as Chief Operating Officer of Restaurant.com.

Entry into a Material Definitive Agreement. On May 30, 2025, the registrant (“Giftify, Inc.” or “Giftify”), through its newly formed Delaware subsidiary, TakeOut7 Acquisition Corp., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TakeOut7 Inc., a Delaware corporation (“TakeOut7”), that has developed a digital marketing platform for restaurants. Under the terms of the Merger Agreement, Giftify has issued 350,000 restricted shares of its common stock to the shareholde…

Entry into a Material Definitive Agreement. On April 23, 2025, CardCash Exchange, Inc. (“CardCash”), a wholly owned subsididary of the registrant (“Giftify”), entered into a second amended and restated secured promissory note (the “Note”) with Pathward, National Association (“Pathward”) in the principal amount of $7,000,000 that amends and restates the Amended and Restated Promissory Note dated December 23, 2020, in the original principal amount of $10,000,000 (the “Original Note”) and bearin…

Entry into a Material Definitive Agreement. On February 19, 2025, the registrant (“Giftify”), entered into a secured promissory note (the “Note”) with Real World Digital Assets LLC (“Real World”) in the principal amount of $1,000,000 bearing annual interest of 11.5% that had a maturity date of December 31, 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 Pathwar…

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 agr…

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,…

Entry into a Material Definitive Agreement. On January 16, 2025, Giftify Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Balazs Wellisch. Mr. Wellisch was the Chief Technology Officer of Restaurant.com, a wholly-owned subsidiary of the Company, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Under the terms of the Agreement, Mr. Wellisch is now the Chief Operating Officer (“COO”) of Restaurant.c…

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. 333-28…

Entry into a Material Definitive Agreement. On December 16, 2024, the registrant (“Giftify”), entered into a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, LLC (ClearThink Capital”). Under the terms of the Strata Purchase Agreement, ClearThink Capital has agreed to purchase up to $10 million of Giftify’s shares of common stock (the “Purchase Shares”) based on a series of request notices limited to the lesser of $1,000,000 or 500% of the average n…

Entry into a Material Definitive Agreement. On October 25, 2024, the registrant, RDE, Inc. (“RDE” or the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in…

Entry into a Material Definitive Agreement. On September 20, 2024, the registrant (“RDE”), 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 has a maturity date of January 20, 2025. The Note has an origination fee of $20,000 and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of RDE under the terms of a Security Agreement and i…

Entry into a Material Definitive Agreement. On December 29, 2023, the registrant (“RDE”), completed the merger with CardCash Exchange, Inc. (“CardCash”) under the terms of an Agreement and Plan of Merger dated August 18, 2023 (the “Merger Agreement”) that was amended to change the $2,000,000 cash payment to a payment of $500,000 rather than $1,000,000 at closing, and in place of the balance of $1,000,000 being paid in the form of a two year promissory note that the new balance of $1,500,000 w…

Entry into a Material Definitive Agreement. On August 18, 2023, the registrant (“RDE”), through a newly formed Delaware subsidiary, CardCash Acquisition Corp., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CardCash Exchange, Inc. (“CardCash”), a Delaware corporation, that is a leading secondary gift card exchange, under which RDE, subject to a number of closing conditions, including that it meet the listing standards for the Nasdaq Capital Market, will acquire the…

Entry into a Material Definitive Agreement. On January 31, 2022, the registrant (“RDE, Inc.” or “RDE”), through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, RDE has issued 600,000 restricted shares of its common stock and issued promissory n…

Entry into a Material Definitive Contract. On July 29, 2019, the registrant (“uBid”) entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”) under which uBid issued a convertible promissory note and warrant to purchase shares of uBid common stock. The convertible promissory note was in the principal amount of $277,500 from which Auctus deducted $27,500 as a due diligence fee and $4,000 for Auctus’ legal fees, bearing interest of 8% per annum and with a maturity date of J…

Entry into a Material Definitive Contract. On July 29, 2019, the registrant (“uBid”) entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”) under which uBid issued a convertible promissory note and warrant to purchase shares of uBid common stock. The convertible promissory note was in the principal amount of $277,500 from which Auctus deducted $27,500 as a due diligence fee and $4,000 for Auctus’ legal fees, bearing interest of 8% per annum and with a maturity date of J…