UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 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 Pathward, National Association in the amount of approximately $4,000,000. The Note replaces the secured promissory note dated September 20, 2024, in the principal amount of $1,000,000 that had a due date of February 19, 2025.
The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Note and Security Agreement that is filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 10.1 | Promissory Note dated February 19, 2025 | |
| 10.2 | Security Agreement dated February 19, 2025, between Giftify, Inc. and Real World Digital Assets LLC | |
| 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.
| Date: February 21, 2025 | GIFTIFY, Inc. | |
| By: | /s/ Ketan Thakker | |
| Ketan Thakker | ||
| President and CEO | ||
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