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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State of other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
60173 |
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Registrant’s
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Emerging
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 1.01 Entry into a Material Definitive Agreement.
On May 30, 2025, the registrant (“Giftify, Inc.” or “Giftify”), through its newly formed Delaware subsidiary, TakeOut7 Acquisition Corp., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TakeOut7 Inc., a Delaware corporation (“TakeOut7”), that has developed a digital marketing platform for restaurants. Under the terms of the Merger Agreement, Giftify has issued 350,000 restricted shares of its common stock to the shareholders of TakeOut7 in exchange for all the isued and outstanding shares of TakeOut7. Following the merger, Takeout7 shall be a wholly owned subsidiary of Giftify.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Giftify will be issuing a press release concurrent with the filing of this Current Report on Form 8-K to announce the Merger Agreement. A copy of the press release is filed as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 10.1 | Agreement and Plan of Merger dated May 30, 2025, by and among Giftify, Inc., TakOu7 Acquisition Corp. and TakOut7 Inc. | |
| 99.1 | Press Release dated June 5, 2025 | |
| 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:June 5, 2025 | Giftify, Inc. | |
| By: | /s/ Ketan Thakker | |
| Ketan Thakker | ||
| President and CEO | ||
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