Giftify Pivots to Gift Card Exchange Post-CardCash Acquisition

TL;DR

**GIFT is making a smart bet on the booming gift card market with CardCash, but execution on scaling and margin expansion is key to unlocking significant shareholder value.**

AI Summary

GIFTIFY, INC. (GIFT) is holding its 2025 Annual Meeting of Shareholders on October 17, 2025, virtually, to vote on the election of five director nominees and the ratification of Weinberg & Company, P.A. as its independent registered public accounting firm for fiscal year 2025. The company's profile has fundamentally shifted following the December 2023 acquisition of CardCash Exchange, Inc., a leading gift card exchange platform. CardCash's core business involves buying and selling gift cards from over 1,100 retailers, including Target and Amazon, and it generated $1.9 million in revenue from its Amazon partnership and $1.8 million from Mastercard in 2023. GIFTIFY's B2C and B2B divisions for Restaurant.com each accounted for approximately 50% of gross revenue in fiscal year ended December 31, 2024. CardCash aims to increase its 13.0% gross margin by approximately 8% in the next two years through retail-sourced inventory and sales, targeting a global gift card market projected to reach $400 billion by 2026. The company plans to scale its operations 4-5X with only a slight cost increase by leveraging machine learning and strategic investments.

Why It Matters

This DEF 14A filing signals a significant strategic pivot for Giftify, Inc., moving beyond its traditional Restaurant.com offerings into the rapidly expanding gift card exchange market. The CardCash acquisition, completed in December 2023, has reshaped Giftify's financial position and market focus, with CardCash's B2B and B2C operations now central to growth. For investors, this means evaluating Giftify as a player in the $400 billion gift card market, rather than solely a restaurant deal platform, and assessing the potential for CardCash's projected 8% gross margin increase. Employees and customers will see a shift in product focus and potential expansion of services, while the broader market will observe how Giftify competes with established e-commerce and fintech players in the gift card space.

Risk Assessment

Risk Level: medium — The company is undergoing a significant strategic shift with the CardCash acquisition, aiming to scale operations 4-5X and increase gross margins by 8% in two years. While the gift card market is projected to reach $400 billion by 2026, achieving such ambitious growth and margin expansion in a competitive market, especially with new technology like 'CardCash Checkout' and 'CardCash Giving,' carries inherent execution risks. The filing does not provide detailed financial projections beyond gross margin targets, making it difficult to fully assess the potential impact of these growth plans.

Analyst Insight

Investors should closely monitor Giftify's Q4 2024 and 2025 earnings reports for concrete evidence of CardCash's integration success, revenue growth, and actual gross margin improvements. Pay particular attention to the progress of new initiatives like CardCash Checkout and branded exchange partnerships, as these are critical for achieving the stated growth targets.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $400B — projected global gift card market by 2026 (CardCash's growth target market)
• 5 — number of director nominees (to be elected at the Annual Meeting)
• 30,517,953 — shares of common stock outstanding (as of August 25, 2025 Record Date)
• 50% — Restaurant.com B2C gross revenue contribution (for fiscal year ended December 31, 2024)
• 50% — Restaurant.com B2B gross revenue contribution (for fiscal year ended December 31, 2024)
• 13.0% — CardCash current gross margin (for its four revenue streams combined)
• 8% — anticipated increase in CardCash gross margins (in the next two years based on retail-sourced inventory and sales)
• $1.9M — CardCash revenue from Amazon partnership (in 2023)
• $1.8M — CardCash revenue from Mastercard partnership (in 2023)
• 6.2M — Restaurant.com customer database (for B2C division)

Key Players & Entities

• GIFTIFY, INC. (company) — registrant
• CardCash Exchange, Inc. (company) — acquired company
• Restaurant.com (company) — pioneer in restaurant deal space
• Weinberg & Company, P.A. (company) — independent registered public accounting firm
• Ketan Thakker (person) — Chairman and Chief Executive Officer of Giftify, Inc.
• Amazon (company) — major retailer and CardCash partner
• Mastercard (company) — CardCash branded exchange partner
• Target (company) — retailer whose gift cards are traded on CardCash
• Home Depot (company) — retailer whose gift cards are traded on CardCash
• St. Jude Children's Research Hospital (company) — CardCash charitable partner

FAQ

Risk Factors

• Gift Card Market Competition [medium — market]: The global gift card market is projected to reach $400 billion by 2026. Giftify's CardCash division operates within this large and competitive market, facing potential risks from other established players and emerging platforms.
• Integration of CardCash Acquisition [medium — operational]: The acquisition of CardCash Exchange, Inc. in December 2023 fundamentally changed Giftify's financial position and market profile. Successful integration and scaling of CardCash's operations, aiming for 4-5X growth, present operational challenges and risks.
• Margin Improvement Targets [medium — financial]: CardCash aims to increase its current 13.0% gross margin by approximately 8% in the next two years. Failure to achieve these margin improvement targets through retail-sourced inventory and sales could impact profitability.
• Gift Card Regulations [low — regulatory]: The buying and selling of gift cards are subject to various state and federal regulations concerning dormancy fees, expiration dates, and consumer protection. Non-compliance could lead to fines and legal challenges.
• Reliance on Partnerships [medium — operational]: CardCash's revenue is significantly influenced by partnerships, such as the $1.9 million from Amazon and $1.8 million from Mastercard in 2023. Changes in these partnership terms or performance could materially affect revenue.

Industry Context

Giftify operates in the digital deals space through Restaurant.com and the gift card exchange market via CardCash. The gift card market is substantial, projected to reach $400 billion by 2026, indicating significant growth potential but also intense competition. The company's strategy involves leveraging its acquired CardCash platform to capture a share of this market.

Regulatory Implications

Giftify's operations, particularly the CardCash exchange business, are subject to various consumer protection laws and regulations governing gift cards. Compliance with these rules, which can vary by jurisdiction, is crucial to avoid penalties and maintain operational integrity.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Monitor CardCash Integration and Margin Growth

Key Dates

• 2025-10-17: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections and ratification of the independent auditor. The meeting is virtual.
• 2023-12-01: Acquisition of CardCash Exchange, Inc. — This acquisition fundamentally changed Giftify's business profile and market focus, integrating a gift card exchange platform.
• 2024-12-31: Fiscal Year End — Restaurant.com's B2C and B2B divisions each accounted for approximately 50% of gross revenue.
• 2025-08-25: Record Date for Annual Meeting — Shareholders holding common stock as of this date are entitled to vote at the Annual Meeting.

Glossary

DEF 14A

A proxy statement filed by public companies with the SEC detailing information about the annual meeting of shareholders, including matters to be voted on, director nominees, and executive compensation. (This document provides the basis for the analysis of Giftify, Inc.'s shareholder meeting and related corporate governance matters.)

Proxy Statement

A document that the SEC requires companies to send to shareholders before the annual meeting, containing information about the meeting agenda, voting procedures, and company proposals. (This is the primary document from which Giftify's shareholder meeting details and proposals are derived.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders are being asked to ratify the appointment of Weinberg & Company, P.A. as Giftify's auditor for fiscal year 2025.)

Quorum

The minimum number of shareholders required to be present (in person or by proxy) for a valid shareholder meeting to take place and for business to be conducted. (Giftify requires one-third (1/3) of its issued and outstanding stock to be present for a quorum at its annual meeting.)

Cumulative Voting

A voting system where shareholders can allocate all their votes to a single director nominee or distribute them among multiple nominees. It is not permitted for director elections at Giftify. (Giftify's shareholders will not be able to use cumulative voting for the election of directors, meaning each share gets one vote per director nominee.)

Year-Over-Year Comparison

This DEF 14A filing reflects a significant strategic shift for Giftify, Inc. due to the December 2023 acquisition of CardCash Exchange, Inc. Unlike previous filings likely focused solely on Restaurant.com, this document details the integration of a new business segment with distinct revenue streams and margin targets. The focus on electing five directors and ratifying the auditor remains consistent with typical annual meeting disclosures, but the underlying business context has fundamentally changed, introducing new growth opportunities and operational considerations.

Key Financial Figures

• $0.001 — holders of our common stock, par value $0.001 per share ("Common Stock"), are: (i) th
• $100 million — to its success in saving consumers over $100 million since its inception. In addition to i
• $400 billion — ing gift card market projected to reach $400 billion by 2026. Moreover, CardCash is commit
• $1,800,000 — led all CardCash branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively
• $1,900,000 — h branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively. CardCash Ch
• $5 — estaurants. The certificates range from $5 to $100 and never expire. Discount Di
• $100 — ants. The certificates range from $5 to $100 and never expire. Discount Dining Pas

Filing Documents

• formdef14a.htm (DEF 14A) — 559KB
• formdef14a_001.jpg (GRAPHIC) — 1KB
• formdef14a_002.jpg (GRAPHIC) — 1KB
• formdef14a_003.jpg (GRAPHIC) — 1KB
• 0001641172-25-026221.txt ( ) — 838KB
• gift-20241231.xsd (EX-101.SCH) — 3KB
• gift-20241231_def.xml (EX-101.DEF) — 5KB
• gift-20241231_lab.xml (EX-101.LAB) — 52KB
• gift-20241231_pre.xml (EX-101.PRE) — 41KB
• formdef14a_htm.xml (XML) — 2KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 PROPOSAL 1 – ELECTION OF DIRECTORS 27 PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF WEINBERG & COMPANY P. A. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 PROXY VOTING SUMMARY You have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement. 2025 Annual Meeting of Shareholders Meeting Agenda Date October 17, 2025 Election of five (5) directors to serve on our Board of Directors Time 12:00 PM, Eastern Time Ratification of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm Place https://us05web.zoom.us/j/7512299944? Record Date Shareholders holding the Company's Common Stock as of August 25, 2025, are entitled to vote. Voting Matters and Vote Recommendation Proposal Board Recommendation Reasons for Board Recommendation More info 1. Election of five (5) directors to serve on our Board of Directors FOR each of the Company's nominees The Board and Nominating and Governance Committee believe that each of the Company's five (5) Board candidates possess the skills, experience, and diversity of background to effectively monitor performance, provide oversight, and advise management on the Company's long-term strategy and are best positioned to serve the interests of the Company's shareholders. Page 27 2. Ratification of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm FOR The Audit Committee of the Board of Directors believes that the appointment of Weinberg & Company,

Business

Business may not be conducted at the Annual Meeting unless a quorum is present. Under the Bylaws of the Company (the "Bylaws"), the presence in person or by proxy of the holders of one-third (1/3) of the stock issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business at all meetings of the stockholders. If you submit a properly executed proxy or voting instruction card via mail or fax or properly cast your vote via the Internet, your shares will be considered part of the quorum, even if you abstain from voting or withhold authority to vote as to a particular proposal. What are the voting rights of shareholders? How many votes do I have? Holders of our Common Stock are entitled to one vote per share owned on each matter that is properly brought before the Annual Meeting and on which our common shareholders are entitled to vote. Cumulative voting is not permitted in the election of directors. Why did you provide me this Proxy Statement? Who is soliciting proxies for the Annual Meeting with this Proxy Statement? We provided you this Proxy Statement because you were a holder of our Common Stock as of the Record Date, and the Board is soliciting your proxy to vote your stock at the Annual Meeting on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting. By completing, signing, dating and returning the enclosed proxy card and voting instruction form, or by submitting your proxy and voting instructions via the Internet or by fax, you are authorizing the proxy holders to vote your shares of our Common Stock at the Annual Meeting as you have instructed. Under applicable SEC rules and regulations, members of the Board, the Board's directors, director nominees and certain officers of the Company are "participants" with respect to the Company's solicitation of proxies in connection with the Annual Meeting. What is a proxy? A proxy is your legal designation of another pers

View Full Filing

View this DEF 14A filing on SEC EDGAR