Giftify Inc 2025年度报告

FORM 10-K/AAmendment No. 1 ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐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, IL60172(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 beensubject to 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 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, 2025 was $28,006,835. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were33,642,312 shares of Common Stock outstanding as of February 27, 2026. TABLE OF CONTENTS PART I3Item 1. Business3Item 1A. Risk Factors12Item 1B. Unresolved Staff Comments28Item 1C. Cybersecurity28Item 2. Properties29Item 3. Legal Proceedings29Item 4. Mine Safety Disclosures29PART II29Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29Item 6. Selected Financial Data30Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A. Quantitative and Qualitative Disclosures About Market Risk41Item 8. Financial Statements and Supplementary Data42Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure43Item 9A. Controls and Procedures43Item 9B. Other Information44Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART III45Item 10. Directors, Executive Officers and Corporate Governance45Item 11. Executive Compensation50Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters55Item 13. Certain Relationships and Related Transactions, and Director Independence56Item 14. Principal Accountant Fees and Services56PART IV57Item 15. Exhibits, Financial Statement Schedules57Item 16. Form 10-K Summary572 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 December 31,2025, filed on March 18, 2026 (the “Original Filing”). We are filing this Amendment No. 1 to include the clawback policy related to recoveryof erroneously awarded executive compensation required to be adopted by April 14, 2025, by Giftify, Inc. under Nasdaq Section 10D of theSecurities Exchange Act of 1934, as amended, the SEC rules promulgated thereunder and Nasdaq Listing Rule 5608. No changes have beenmade to the Original Filing other than furnishing the clawback policy sum