GIFTIFY, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES The information contained in this section covers management’s evaluation of our disclosure controls and procedures and our assessment of our internal control over financial reporting for the year ended December 31, 2024. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024, and have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below in the subsection titled “ Management’s Annual Report on Internal Control over Financial Reporting. Notwithstanding the identified material weakness, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP. On December 29, 2023, Giftify, Inc. (“Giftify”, the “Company”) completed the acquisition of CardCash Exchange Inc (“CardCash”, the “Predecessor”). As a result of the merger, the Company adopted the controls and procedures of the Predecessor. Inherent Limitations on Effectiveness of Controls Management does not expect the Company’s disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s controls and procedures are designed to provide reasonable assurance that control system’s objective will be met, and the CEO and CFO have concluded that the Company’s disclosure controls and procedures are ineffective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined by Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 202 4, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2024, the Company’s internal controls over financial reporting were not effective. We identified a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. As previously reported, the material weaknesses continued to exist as of December 31, 2024, relating to the Company did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, Company did not design and maintain effective program change management controls to ensure that access to information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, documented, tested, authorized and implemented appropriately. Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting In response to the material weaknesses identified in “Management’s Reporting on Internal Control Over Financial Reporting,” we, with oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weakness. Ongoing remediation activities include: ● Continue to design and implement ITGCs, focusing on user access controls, periodic access reviews, and change management; ● Continue to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data; and ● Continue to provide training to our control operators. We believe the foregoing efforts will effectively remediate the material weaknesses described in “Management’s Report on Internal Control Over Financial Reporting.” Because the reliability of the internal control process requires repeatable execution, the successful on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls are effective Remediation of Previously Identified Material Weaknesses In the year ending December 31, 2023, we had the following material weakness: The Company did not maintain adequate segregation of duties consistent with control objectives. Specifically, certain personnel had the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations. As of December 31, 2024, management implemented the following to address the previously identified material weakness. ● hiring a Chief Financial Officer in August 2024, who has extensive experience leading public companies; ● executing plans to remediate control deficiencies and performing a risk assessment under the COSO framework; and ● ensuring optimal segregation of duties and levels of oversight. Management determined these controls were in place and were effectively operating for a sufficient period of time as of December 31, 2024 and, therefore, the previously identified material weakness related to inadequate segregation of duties were remediated as of December 31, 2024. There are, however, inherent limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected. While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement and diligent review of our internal controls over financial reporting. Changes in Internal Control over Financial Reporting Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None . 47 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth information regarding the members of our board of directors and our executive officers: Name Age Position Ketan Thakker 56 Chief Executive Officer; President and Chairman Steve Handy 57 Chief Financial Officer Balazs Wellisch 53 Chief Operating Officer of Restaurant.com Elliot Bohm 43 Director, President of CardCash Marc Ackerman 41 Chief Operating Officer of CardCash Kevin Harrington 65 Director M. Scot Wingo 52 Director Paul K. Danner 67 Director Business Experience The following is a brief overview of the business experience of each of our directors and executive officers during at least the past five years, including their principal occupations or employment during the period, the name and principal business of the organization by which they were employed, and certain of their other directorships: Ketan Thakker has been our Chairman, President and Chief Executive Officer since August 2014. He joined our company as Chief Financial Officer in July 2013, leading our restructuring, and was promoted the following year. Mr. Thakker is an entrepreneurial leader with more than 20 years in finance and operations. He has significant hands-on experience in building and growing new and existing businesses in the online space. He founded and served as President of TripRental.com and TripRental Software, an online listing site for vacation rental properties, from March 2011 to June 2013. He previously served as the Chief Financial Officer for Apartments.com, a Classified Ventures Company from 2006 to 2011. Mr. Thakker also held leadership roles in financial management at Abbott Laboratories and Baxter International Inc. Mr. Thakker received an M.B.A. from Northwestern University’s Kellogg School of Management and is an accredited certified public accountant (inactive). As the Chairman, President and Chief Executive Officer, Mr. Thakker leads the Board and guides our company. Mr. Thakker brings extensive e-commerce industry knowledge of the company and a deep background in technology growth companies, mergers and acquisitions and capital market activities, making him well qualified as a member of the Board. His service as Chairman, President and Chief Executive Officer creates a critical link between management and the Board. Steve Handy joined Giftify, Inc. on August 26, 2024, as its Chief Financial Officer. Mr. Handy brings over two decades of extensive financial leadership experience to the Company with a proven track record in guiding companies through significant growth phases, public offerings, and operational transformations. He joins Giftify from Sacks Parente Golf, Inc., a Nasdaq listed company, where he played a pivotal role as Chief Financial Officer in its successful initial public offering and its realized accelerated revenue growth of over 700% in the first half of 2024 compared to 2023. Mr. Handy attended numerous investor conferences, and established controls and procedures to facilitate the company’s transition from a private to a public entity, including the implementation of Oracle’s NetSuite ERP System. 48 Before his tenure at Sacks Parente Golf, Mr. Handy served as Chief Financial Officer and Director of Operations at Opti-Harvest, Inc., an agriculture innovation company, where he oversaw financial strategy and operational management. His earlier experience includes his role as Chief Financial Officer of Tix Corporation, a former publicly traded entertainment ticketing company, where he led financial operations from March 2010 to May 2021. Mr. Handy’s extensive experience also includes senior financial roles including Chief Financial Officer at SM&A, a former Nasdaq-listed professional services firm, and Dot Hill Systems, a former publicly traded technology manufacturer, where he managed operations in Europe. Mr. Handy began his career as a Senior Auditor for Deloitte & Touche LLP. He holds a Bachelor of Science in Management from California State University, San Marcos, and is a Certified Public Accountant in California. Balazs Wellisch joined Restaurant.com in February 2022 following our acquisition of GameIQ acquisition. He is responsible for the strategy, formulation, development and delivery of Restaurant.com’s product portfolio as well as the operation of the company’s IT infrastructure. Mr. Wellisch has more than 25 years of experience leading high-performing organizations and driving modern technology development and adoption for global organizations. From November 2014 to February 2022, he served as founder and CEO GameIQ. From March 2002 to September 2009 Mr. Wellisch was President and CEO of Solana Consulting, a company providing e-business management solutions to companies worldwide. From March 2000 to February 2002 Mr. Wellisch was Vice President of Engineering at Eriss Corp., a company providing dynamic internet application services to government workforce boards, cities, counties, states and commercial service providers, and from September 1997 to February 2000 he served as Chief Technology Officer of Digital Trends, a managed high growth applications services company delivering e-commerce solutions. Mr. Wellisch graduated from San Diego State University with a degree in Computer Science. Elliot Bohm joined our Board of Directors on December 29, 2023, and is the Chief Executive Officer of our subsidiary, CardCash, following the CardCash Merger. our f following the CardCash Merger. Mr. Bohm is a seasoned entrepreneur with a diverse background in leveraging technology, both as an operator and a financier. Co-founded CardCash.com in 2009 and swiftly transformed the startup into one of the world’s largest gift card exchange marketplaces. For his outstanding achievements, Forbes Magazine recognized Elliot as one of America’s Most Promising CEOs under the age of 35, a prestigious list featuring only 22 individuals. His strategic vision has fostered key partnerships with industry giants such as Walmart, Amazon, CVS, and United Airlines, solidifying his reputation as a dynamic leader in technology-driven entrepreneurship. With a decade of experience in M&A, Elliot has successfully orchestrated investment and acquisition deals, raising over tens of millions in venture capital and debt financing from esteemed names like Guggenheim Partners, Incomm, Pathward, and Sterling National Bank. Mr. Bohm graduated from the Institute of Advanced Judaic Studies in Toronto Canada with a master’s degree in Judaic Studies. Marc Ackerman joined our Company as the Chief Operating Officer of our subsidiary, CardCash, on December 29, 2023, following the CardCash Merger. Mr. Ackerman is a experienced operator, Co-founded CardCash.com in 2009, and played a pivotal role in evolving the operation from a startup with a handful of individuals into a thriving team of over 50 employees. His visionary leadership and management acumen have streamlined processes, ensuring the efficient coordination of various departments, including customer service, shipping, bulk sales, human resources, and loss prevention. With a track record of success, he continues to drive operational excellence and contributes to the growth of innovative ventures. Mr. Ackerman graduated from BMG in Lakewood, New Jersey, with a master’s degree in Judaic Studies. Kevin Harrington was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Harrington has almost 40 years’ experience in product introduction and direct marketing, being one of the first to market products through infomercials in 1984. Since 2005, he has been Chief Executive Officer of Harrington Business Development, Inc. and, since November 2015, Chief Executive Officer of KBHS, LLC, each privately held consulting firms controlled by him. A serial entrepreneur, Mr. Harrington appeared as one of the original panelists on the ABC television program, “Shark Tank,” from 2009 to 2011. He currently serves as a director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer of nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and supplements, since April 2015. He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since March 2016, and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through infomercials and other direct marketing, from May 2010 to April 2014. Mr. Harrington is the author of “Act Now! How to Turn Ideas into Million-Dollar Products,” which chronicles his life and experiences in the direct response industry. Mr. Harrington is a co-founder of two global networking associations, the Entrepreneur’s Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic Retailing Association in 2000. Mr. Harrington’s in-depth knowledge of the e-commerce market and the broad range of companies in the industry make him well qualified as a member of the Board. He also brings transactional expertise in mergers and acquisitions and capital markets. 49 M. Scot Wingo was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Wingo is a co-founder of ChannelAdvisor Corporation (NYSE) and has served as chairman of its board of directors since its inception in 2001, as its executive chairman since May 2015 and as its chief executive officer from 2001 until May 2015. Mr. Wingo is a co-founder of, and since July 2016 has served as the chief executive officer of, Get Spiffy, Inc., an on-demand car cleaning technology and services company. Prior to founding ChannelAdvisor, he served as general manager of GoTo Auctions, chief executive officer and co-founder of AuctionRover.com, which was acquired by GoTo.com, and as chief executive officer and co-founder of Stingray Software, which was acquired by RogueWave. He has appeared on CNBC, The Today Show and contributed thought leadership to the WSJ, New York Times, Washington Post, Bloomberg/Business Week, LA Times, AP, Reuters and many other publications. Mr. Wingo regularly speaks about e-commerce and on-demand topics at IRCE (internet Retailer Conference and Exhibition), NRF’s/shop.org Digital Summit, NRF’s Big Show, Shoptalk, NPD Idea, Bronto Summit, ChannelAdvisor Catalyst and many e-commerce/retail-oriented Wall Street conferences. Mr. Wingo has received numerous awards including Ernst and Young’s Entrepreneur of the Year and Triangle Business Journal’s Businessperson of the Year. Mr. Wingo received a B.S. degree in Computer Engineering from the University of South Carolina and an M.S. degree in Computer Engineering from North Carolina State University. The Board of Directors believes that Mr. Wingo’s reputation as a thought leader in the e-commerce industry, transactional expertise in mergers and acquisitions and capital markets and his business experience in founding and overseeing the growth of software companies makes him well qualified to be a member of the Board. Paul K. Danner joined our Board of Directors on February 13, 2019, following the SkyAuction Merger. He is currently serving as the Chief Executive Officer of Pepex Biomedical, Inc. From 2016 to 2018, he was Chairman & Chief Executive Officer of Alliance MMA, Inc., Nasdaq-listed sports promotion and media firm. Formerly, Mr. Danner was the Managing Director of Destiny Partners Worldwide, a global organizational management and business operations consultancy since 2006. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of Shanghai-based China Crescent Enterprises, a fully-reporting OTCBB-listed information technologies company which operated primarily in Asia. Previously, he served as Chairman & Chief Executive Officer of Paragon Financial Corporation, a Nasdaq-listed financial services firm, from 2002 to 2006. From January 1998 to 2001 Mr. Danner was employed in various roles at MyTurn.com, Inc., a Nasdaq-listed information technologies company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a business consultancy firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of Fortune-100 technology companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for eight years on active duty plus 22 years with the reserve component of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner received his BS in Business Finance from Colorado State University and holds an MBA in Marketing from the Strome College of Business at Old Dominion University. Board of Directors and Corporate Governance When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. With regard to Mr. Thakker, the Board considered his day-to-day operational leadership of our company and in-depth knowledge of our business. In the case of Messrs. Wingo, Danner and Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance. The Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules. 50 The Board of Directors has determined that, of our directors, Messrs. Wingo, Danner and Harrington, are independent within the meaning of the Nasdaq Marketplace Rules cited above. Paul Danner is also an audit committee financial expert as that term is defined by listing standards of the national securities exchanges and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 under the Securities Exchange Act of 1934. Director or Officer Involvement in Certain Legal Proceedings Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years. Family Relationships and Other Arrangements There are no family relationships among any of our directors or executive officers. None of our directors or executive officers was selected to serve in their respective roles pursuant to any arrangement or understanding between such director or executive officer and any person. Committees of the Board of Directors Currently, our Board of Directors acts as audit, nominating, corporate governance and compensation committees. Until such time as we add more members to the Board, the entire Board will determine all matters and no committees have been formed. We intend to appoint persons to the board of directors and committees of the board of directors as required to meet the corporate governance requirements of a national securities exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange. We intend to appoint directors in the future so that we have a majority of our directors who will be independent directors, and of which at least one director will qualify as an “audit committee financial expert,” prior to a listing on a national securities exchange. Compensation Committee Interlocks and Insider Participation None of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our board of directors. Code of Ethics We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Capital Market and the SEC. We have posted a copy of our code of ethics on our website and intend to post amendments to this code, or any waivers of its requirements, as well. Insider Trading Policies We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, while they are in possession of material nonpublic information (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference. Conflicts of Interest We comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors consisting of a majority of independent directors. 51 Indemnification of Directors and Executive Officers Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided. In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified. The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding. Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit. Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us. The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons. The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it. Our second amended and restated bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person. 52 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of Giftify, Inc during the years ended December 31, 2024 and 2023; and (ii) each other individual who served as an executive officer of Giftify, Inc. at the conclusion of the years ended December 31, 2024 and 2023 and who received more than $100,000 in the form of salary and bonus during such year. For the purposes of this report, these individuals are collectively the “named executive officers” of our Company. Name and Position Years Salary Bonus Stock Awards Option Awards Non-equity Incentive Plan Compensation Non-qualified Deferred Compensation Earnings All Other Compensation Total Ketan Thakker, 2024 $ 400,000 $ 200,000 $ 844,000 — — — — $ 1,444,000 Chairman, President and CEO (1) 2023 $ 303,000 $ 100,000 $ 670,000 — — — — $ 1,073,000 Steve Handy, 2024 $ 72,000 $ 9,000 $ — $ 804,000 — — — $ 885,0000 CFO (2)(3) 2023 $ — $ — $ — — — — — $ — Elliot Bohm 2024 $ 375,000 $ 100,000 $ 422,000 — — — — $ 897,000 Director, President CardCash (1) 2023 $ 375,000 $ — $ 2,500,000 — — — — $ 2,875,000 Marc Ackerman 2024 $ 375,000 $ 100,000 $ 422,000 — — — — $ 897,000 Chief Operating Officer, CardCash (1) 2023 $ 375,000 $ — $ 2,500,000 — — — — $ 2,875,000 Aaron Horowitz 2024 $ 37,500 $ — $ 63,000 — — — — $ 100,500 President and GC 2023 $ 150,000 $ — $ 251,000 — — — — $ 401,000 Tim Miller 2024 $ 109,000 $ — $ 42,000 — — — — $ 151,000 VP Sales, Restaurant.com 2023 $ 313,000 $ — $ 84,000 — — — — $ 397,000 Balazs Wellisch 2024 $ 150,000 $ — $ — 1,200,000 — — — $ 1,350,000 Chief Operating Officer, Restaurant.com 2023 $ 122,500 $ — $ — — — — — $ 122,500 (1) Includes a $100,000 accrued bonus that was earned but not paid until after the year ended. (2) Includes a $9,000 accrued bonus that was earned but not paid until after the year ended. (3) Mr. Handy’s employment became effective on August 23, 2024. 53 Employment and Advisory Agreements Ketan Thakker Effective July 1, 2023, we entered into a new employment agreement with Ketan Thakker, our Chairman, President and Chief Executive Officer. The employment agreement provides that Mr. Thakker will receive a base salary during the first year of his employment agreement at an annual rate of $250,000 which base salary shall be increased to $400,000 in the event that either (i) the Company receives financing of at least $5,000,000 or (ii) at such time as our Board determines that the Company can afford to pay him such increased base salary. In addition, Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company. On July 1, 2023, the Board increased Mr. Thakker’s annual base salary to $400,000. In addition, Mr. Thakker shall receive a minimum annual bonus of $100,000 to be paid in cash, stock or both on terms that shall be mutually acceptable to the Board and Mr. Thakker. The employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations to us. In the event the employment agreement is terminated by us without cause, Mr. Thakker will be entitled to compensation for the balance of the term. In the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will be entitled to continue to be paid pursuant to the terms of his employment agreement. Mr. Thakker also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Thakker from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time. Steve Handy On August 23, 2024, Giftify Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Steve Handy, the Company’s Chief Financial Officer (CFO). Under the terms of the three-year Agreement, Mr. Handy shall receive an annual base salary of $250,000 with a minimum annual merit increase of 3% of his annual salary in the prior year and a minimum annual bonus of $25,000. If the Agreement is terminated by Mr. Handy for good reason, or the Company without cause, the Company is obligation to pay Mr. Handy a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following: (A) Salary. The equivalent of the lesser of (i) six (6) months of Executive’s then-current base salary or (ii) the remainder of the term of the Agreement. (B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment. (C) Equity. All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated and be deemed vested. (D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination. Mr. Handy also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Handy from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time. Elliot Bohm Effective on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”) with Elliot Bohm. Mr. Bohm was the President of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr. Bohm will remain as President of CardCash, and will join the Board of Directors of Giftify as well as serving as a member of the Board of Directors of CardCash. Under the terms of the four-year Agreement, Mr. Bohm shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify’s common stock of which 625,000 shall be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement. In addition, Mr. Bohm shall receive a minimum annual bonus of $100,000. If the Agreement is terminated by Mr. Bohm for good reason, or the Company without cause, the Company is obligation to pay Mr. Bohm a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following: (A) Salary. The equivalent of the greater of (i) twelve (12) months of Executive’s then-current base salary or (ii) the remainder of the term of this Agreement. (B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment. 54 (C) Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested. (D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination. Mr. Bohm also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Bohm from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time. Marc Ackerman Effective on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”) with Mark Ackerman. Mr. Ackerman was the Chief Operating Officer of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr. Ackerman will remain as the Chief Operating Officer of CardCash. Under the terms of the four-year Agreement, Mr. Ackerman shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify’s common stock of which 625,000 shall be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement. In addition, Mr. Ackerman shall receive a minimum annual bonus of $100,000. If the Agreement is terminated by Mr. Ackerman for good reason, or the Company without cause, the Company is obligation to pay Mr. Ackerman a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following: (A) Salary. The equivalent of the greater of (i) twelve (12) months of Executive’s then-current base salary or (ii) the remainder of the term of this Agreement. (B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment. (C) Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested. (D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination. Mr. Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Ackerman from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time. Balazs Wellisch 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.com. Under the terms of the three-year Agreement, Mr. Wellisch shall receive an annual base salary of $240,000 with a minimum annual merit increase of 5% of his annual salary in the prior year and a minimum annual bonus of $25,000. If the Agreement is terminated by Mr. Wellisch for good reason, or the Company without cause, the Company is obligation to pay Mr. Wellisch a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following: (A) Salary. The equivalent of the lesser of (i) six (6) months of Executive’s then-current base salary or (ii) the remainder of the term of the Agreement. (B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment. (C) Equity. All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated and be deemed vested. (D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination. Mr. Wellisch also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Wellisch from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time. Equity Compensation Plan Information On February 11, 2019, our Board of Directors and stockholders adopted our 2019 Stock Incentive Plan (the “2019 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 40,000,000 shares of common stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. 55 Administration. The 2019 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2019 Plan and of any awards granted there under and to modify awards granted under the 2019 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2019 Plan without prior approval of the Company’s shareholders. Eligibility. The 2019 Plan provides that awards may be granted to our employees, officers, directors and consultants or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2019 Plan. Shares that are subject to issuance upon exercise of an option under the 2019 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2019 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2019 Plan. Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2019 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2019 Plan): (a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant. (b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 125% of the fair market value of shares of the Company’s common stock on the date of grant. (c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration. (d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2019 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control. (e) Other Provisions: The option grant and exercise agreements authorized under the 2019 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price. 56 Amendment and Termination of the 2019 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2019 Plan or amend the 2019 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2019 Plan in a manner that requires stockholder approval. The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2024. Option Awards Stock Awards Name Grant Date (1) Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price Option Expiration Date Number of Shares (#) Market Value of Shares (2) Balazs Wellisch 2/16/2022 400,000 - $ 1.50 2/16/2032 $ - 4/1/2023 16,677 8,333 3.35 4/1/2033 4/1/2024 100,000 200,000 3.35 4/1/2034 Steve Handy 4/1/2024 66,667 133,333 4.01 4/1/2024 Ketan Thakker 8/1/2015 1,622 - 363.17 8/1/2025 133,333 $ 546,667 (1) All equity awards listed in this table were granted pursuant to our 2019 Plan, the terms of which are described above under “Equity Compensation Plan Information.” (2) This amount reflects the fair market value of our common stock on the grant date multiplied by the amount shown in the column for the number of shares that have been granted. 2023 Director Compensation Upon commencement of their Board membership on February 13, 2019, the nonexecutive members of the Board, Messrs. Harrington, Wingo and Danner, each received a grant of 20,000 restricted shares of our common stock of which 25% of the restricted stock grant (5,000 shares) vested upon acceptance of the offer to serve on our Board of Directors and 25% of the restricted stock grant (5,000 shares) will vest upon each of the three anniversaries of the acceptance date of the offer (February 13, 2019) provided that each Board member has served continuously as an advisor to the Company during such one year period, (ii) an annual cash allowance will be paid in equal quarterly amounts as follows: year 1 $5,000, year 2 $15,000 and year 3 an amount to be determined and (iii) each nonexecutive Board member who serves as a Chair of one of our Board Committees will receive an additional cash payment of $2,000 annually and each nonexecutive Board member who serves as a member of one of our Board Committees will receive an additional cash payment of $1,000 annually. The Board members received no compensation for board service during the year ended December 31, 2023. The following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2024. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) All Other Compensation ($) Total ($) Ketan Thakker — — — — Elliot Bohm — — — — Paul K. Danner — — — — M. Scot Wingo — — — — Kevin Harrington — — — — (1) All equity awards listed in this table were granted pursuant to our 2019 Plan, the terms of which are described above under “Equity Compensation Plan Information.” 57 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information as of March 18, 2025, the beneficial ownership of our common stock by the following persons: ● each person or entity who, to our knowledge, owns more than 5% of our common stock; ● our named executive officers; ● each current director; and ● all of our current executive officers and directors as a group; and There were 29,160,889 shares of our common stock outstanding on March 18, 2025. Beneficial ownership has been determined in accordance with the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information furnished, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 18, 2025, are deemed outstanding. These shares of common stock, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Each person named in the table has sole voting and investment power and that person’s address is c/o Giftify, Inc., 1500 West Shure Drive, Suite 200, Arlington Heights, IL 60004. Name and Address of Beneficial Owners Amount and Nature of Beneficial Ownership of Common Stock Percent of Common Stock 5% Stockholders Eldridge Industries, LLC (1) 2,703,478 9.3 % Interactive Communications (2) 2,595,370 8.9 % Named Executive Officers and Directors Ketan Thakker, Director and Chief Executive Officer (3) 2.698,330 9.1 % Steve Handy, Chief Financial Officer (4) 159,023 0.5 % Elliot Bohm, Director, President of CardCash (5) 720,833 2.4 % Marc Ackerman, Chief Operating Officer, CardCash (6) 720,833 2.4 % Balazs Wellisch, Chief Technology Officer (7) 696,540 2.3 % Paul Danner III, Director (8) 360,000 1.2 % Kevin Harrington, Director (8) 360,000 1.2 % M. Scot Wingo, Director (8) 360,000 1.2 % All executive officers and directors as a group (8 individuals) 6,075,559 20.4 % (1) The address of the principal business office of each of the Reporting Persons is 600 Steamboat Road, Greenwich, CT 06830.Anthony Minella of Eldridge Industries, LLC has the authority to buy and sell securities. (2) The address of the principal business office of each of the Reporting Persons is 250 Williams Street, Atlanta, GA 30303. Michael D. Gruenhut of Interactive Communications has the authority to buy and sell securities. 58 (3) Includes 2,696,708 shares owned, and vested options to purchase 1,622 shares. (4) Includes 25,690 shares owned, and vested options to purchase 133,333 shares. (5) Includes 720,833 shares owned. (6) Includes 720,833 shares owned. (7) Includes 279,217 shares owned, and vested options to purchase 417,323 shares. (8) Includes 360,000 shares owned. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE There were no transactions since December 31, 2023 or any currently proposed transaction, in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last completed fiscal year. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s common stock, or an immediate family member of any of those persons. Policies and Procedures for Related Party Transactions We do not have a formal policy regarding approval of transactions with related parties. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Each year, the Board approves the annual audit engagement in advance. The Board also has established procedures to pre-approve all non-audit services provided by the Company’s independent registered public accounting firm. All fiscal year 2024 and 2023 non-audit services listed below were pre-approved. Audit and Audit-Related Fees: This category includes the audit of our annual financial statements and review of financial statements included in our annual and periodic reports that are filed with the SEC. This category also includes services performed for the preparation of responses to SEC correspondence, travel expenses for our auditors, on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and the preparation of an annual “management letter” on internal control and other matters. Tax Fees: This category consists of professional services rendered by our independent auditors for tax compliance. All Other Fees: This category consists of fees for services other than the services described above. Description December 31, 2024 December 31, 2023 Audit fees $ 315,006 $ 115,270 Audit-related fees - - Tax fees 30,468 - All other fees 34,295 - Total $ 379,769 $ 115,270 59 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger, dated as of August 18, 2023, by and among RDE, Inc., CardCash Acquisition Corp. and CardCash Exchange, Inc. 8-K 000-56417 10.1 8/22/2023 3.1 Certificate of Incorporation 10-12g 000-56417 3.1 4/8/2022 3.2 Amendment to Certificate of Incorporation 10-12g 000-56417 3.2 4/8/2022 3,3 Second Amended and Restated Bylaws 10-12g 000-56417 3.3 4/8/2022 4.1 Specimen Stock Certificate Evidencing the Shares of Common Stock X 4.2 2019 Stock Incentive Plan X 10.1 Promissory Note dated September 20, 2024 Issued by Giftify, Inc. to Spars Capital Group LLC 8-K 001-42206 10.1 9/24/2024 10.2 Security Agreement dated September 20, 2024, between Giftify, Inc. and Spars Capital Group LLC 8-K 001-42206 10.2 9/24/2024 10.3 At the Market Issuance Sales Agreement dated October 25, 2024, between Giftify, Inc. and Ascendiant Capital Markets, LLC. 8-K 001-42206 10.1 10/25/2024 10.4 Strata Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC 8-K 001-42206 10.1 12/20/2024 10.5 Securities Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC 8-K 001-42206 10.2 12/20/2024 14.1 Code of Ethics 10-K 000-56417 14.1 4/9/2024 19.1 Insider Trading Policy X 21 List of Subsidiaries of Giftify, Inc. X 24.19 Power of Attorney (included on signature page). X 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X ITEM 16. FORM 10-K SUMMARY Not applicable. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. GIFTIFY, INC. March 31, 2025 By: /s/ Ketan Thakker Ketan Thakker President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ketan Thakker as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Ketan Thakker CEO (Principal Executive March 31, 2025 Ketan Thakker Officer) and Director /s/ Steve Handy CFO (Principal Financial March 31, 2025 Steve Handy Officer) /s/ Elliot Bohm Director (President and CEO of CardCash) March 31, 2025 Elliot Bohm /s/ M. Scot Wingo Director March 31, 2025 M. Scot Wingo /s/ Kevin Harrington Director March 31, 2025 Kevin Harrington /s/ Paul K. Danner Director March 31, 2025 Paul K. Danner */s/ Ketan Thakker As Attorney-In-Fact* March 31, 2025 Ketan Thakker 61