Giftify Inc 2024年度报告

FORM10-K/AAmendment No. 1 ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number:001-42206 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware45-2482974(State of incorporation)(I.R.S. Employer Identification No.) 1100 Woodfield Road,Suite 510,Schaumburg,IL60173(Address of principal executive offices)(Zip Code) (847)506-9680(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act Large accelerated filer Accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers anddirectors) as of June 30, 2024 was $62,527,895. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were29,118,407shares of Common Stock outstanding as of March 21, 2025. TABLE OF CONTENTS PART I4Item 1. Business4Item 1A. Risk Factors13Item 1B. Unresolved Staff Comments31Item 1C. Cybersecurity31Item 2. Properties32Item 3. Legal Proceedings32Item 4. Mine Safety Disclosures32PART II33Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33Item 6. Selected Financial Data34Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A. Quantitative and Qualitative Disclosures About Market Risk46Item 8. Financial Statements and Supplementary Data47Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item 9A. Controls and Procedures48Item 9B. Other Information48Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART III49Item 10. Directors, Executive Officers and Corporate Governance49Item 11. Executive Compensation54Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13. Certain Relationships and Related Transactions, and Director Independence60Item 14. Principal Accountant Fees and Services60PART IV61Item 15. Exhibits, Financial Statement Schedules61Item 16. Form 10-K Summary612 EXPLANATORY NOTE This Amendment No. 1 to Form 10-K (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended December31, 2024, filed on March 31, 2025 (the “Original Filing”). We are filing this Amendment No. 1 to include the clawback policy related torecovery of erroneously awarded executive compensation required to be adopted by April 14, 2025, by Giftify, Inc. under Nasdaq Section 10Dof the Securities Exchange Act of 1934, as amended, the SEC rules promulgated thereunder and Nasdaq Listing Rule 5608. No changes havebeen made to the Original Filing other than furnishing the clawback