---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-001603"
form_type: "8-K/A"
ticker: "GIFT"
cik: "0001760233"
company_name: "GIFTIFY, INC."
filed_at: "2024-01-05T23:59:59+00:00"
generated_at: "2026-06-07T03:14:43.001888+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# RDE closes CardCash merger with amended $2M consideration; $500k cash, $1.5M notes

## Summary
- Merger with CardCash closed Dec 29, 2023; total consideration $2M with amended payment terms.
- Cash at closing reduced to $500k from $1M; remaining $1.5M via two promissory notes.
- $750k note due at second anniversary (5% simple interest); $750k due upon earlier of IPO underwriting by Maxim Group or first anniversary.
- RDE issued 6,108,007 restricted shares of common stock to CardCash shareholders.
- Elliot Bohm (CardCash President) joins RDE Board; Marc Ackerman continues as CardCash COO.

## SEC filing metadata
- accession: 0001493152-24-001603
- form_type: 8-K/A
- ticker: GIFT
- cik: 0001760233
- company_name: GIFTIFY, INC.
- filed_at: 2024-01-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 9.01, 1.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1760233/000149315224001603/0001493152-24-001603-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1760233/000149315224001603/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-001603
- JSON: https://secwatch.observer/filing/0001493152-24-001603.json
- Plain text: https://secwatch.observer/filing/0001493152-24-001603.txt

## Key facts
- Material Agreements
  GIFTIFY, INC. entered into Agreement and Plan of Merger with CardCash Exchange, Inc. (effective 2023-12-29).
  - Action: entry
  - Agreement: merger
  - Counterparty: CardCash Exchange, Inc.
  - Effective: 2023-12-29
  source text: On December 29, 2023, the registrant (“RDE”), completed the merger with CardCash Exchange, Inc. (“CardCash”) under the terms of an Agreement and Plan of Merger dated August 18, 2023 (the “Merger Agreement”) that was amended to change the $2,000,000 cash payment to a payment of $500,000 rather than $1,000,000 at closing, and in place of the balance of $1,000,000 being paid in the form of a two year promissory note that the new balance of $1,500,000 would be paid as follows: $750,000 in the form of a promissory note due and payable on the second anniversary of the December 29, 2023 closing date and bearing simple annual interest of 5% and $750,000 to be paid upon the earlier of (a) the completion of the firm commitment underwriting by Maxim Group of RDE’s initial public offering (currently anticipated to be for an amount equal to approximately $15,000,000) to allow RDE to become listed on the Nasdaq Capital Market following the closing and (b) the first anniversary of the closing date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1760233/000149315224001603/0001493152-24-001603-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.