Giftify, Inc. - Notice of Delisting or Failure to Satisfy Listing Rule

EDGAR: Delisting Notices (8-K 3.01)

Published March 24th, 2026

Detected March 28th, 2026

Summary

Giftify, Inc. received a notice from Nasdaq indicating its common stock is non-compliant with the minimum bid price requirement of $1 per share. The company has 180 days to regain compliance, potentially through a reverse stock split, or face delisting.

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What changed

Giftify, Inc. has received a formal notice from Nasdaq Listing Qualifications stating that its common stock has failed to meet the minimum bid price requirement of $1 per share for 30 consecutive business days, violating Rule 5550(a)(2). The company has been granted an initial 180-day period to regain compliance by achieving a closing bid price of at least $1 for ten consecutive business days. Failure to do so may result in further action, including potential delisting, although eligibility for an additional 180-day period may exist if other listing standards are met and a cure plan, such as a reverse stock split, is proposed.

Publicly traded companies, particularly those listed on Nasdaq, must monitor their stock performance closely to ensure compliance with continued listing standards. Giftify must now implement a strategy to increase its stock price to at least $1 and maintain it for ten consecutive business days within the next 180 days. Compliance officers should be aware of the potential for delisting and the steps the company may take, such as a reverse stock split, which can have implications for share structure and investor perception.

What to do next

Monitor stock bid price to ensure it meets or exceeds $1 for ten consecutive business days within 180 days of March 24, 2026.
Evaluate the feasibility and implications of a reverse stock split if necessary to regain compliance.
Prepare to notify Nasdaq of the intention to cure the deficiency if a second compliance period is sought.

Penalties

Potential delisting from The Nasdaq Capital Market LLC

Source document (simplified)

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): March 24, 2026

GIFTIFY,
INC.

(Exact
name of registrant as specified in its charter)

| 1100
Woodfield Road

Suite
510

Registrant’s
telephone number, including area code: (847) 506 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)) |

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
3.01 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 price failed to meet this requirement. Nasdaq advised the Company that under Rule 5810(c)(3)(A) the Company
had 180 calendar days in which to regain compliance if at any time during this 180-day period the closing bid price of the Company’s
shares of common stock were at least $1 for a minimum of ten consecutive business days.

Nasdaq
further stated that in the event the Company did not regain compliance during this 180 day period, it could be eligible for additional
time to qualify if it met the continued listing requirement for the market value of publicly held shares and all other initial listing
standards under Rule 5505 of the Rules, with the exception of the bid price requirement, and that it would need to provide written notice
of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. Nasdaq
stated that it would inform the Company if it met these requirements to allow the Company an additional 180 calendar days to satisfy
the $1 minimum closing bid price. Nasdaq advised the Company that in the event that the Nasdaq staff concludes that the Company will
not be able to cure the deficiency or was otherwise not eligible under the Rules for continued listing, Nasdaq would provide notice that
the Company’s shares of common stock would be subject to delisting.

Item
9.01 Financial Statements and Exhibits.

Exhibits

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

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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.

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