Giftify, Inc. Announces Registered Direct Offering - CORRECTED

Rhea-AI Summary

Giftify (NASDAQ: GIFT), owner of CardCash.com and Restaurant.com, announced plans for a registered direct offering of securities. The company, which focuses on incentives and rewards in retail, dining, and entertainment experiences, intends to use the net proceeds for working capital. Craft Capital Management is serving as the exclusive placement agent. The offering is being made through a previously filed and effective S-3 shelf registration statement. The final terms, size, and completion of the offering remain subject to market conditions.

Positive

• Access to additional working capital through registered offering
• Effective S-3 shelf registration already in place

Negative

• Potential dilution for existing shareholders
• Uncertain terms and size of the offering
• Market-dependent completion risk

Insights

Investment Banking Analyst

<p>This registered direct offering represents a critical capital raising event for Giftify, signaling potential <b>liquidity concerns</b> given the stated use of proceeds for working capital. For a micro-cap company with a market cap of just <money>$27.7 million</money>, this type of financing typically indicates immediate cash needs, which could lead to significant shareholder dilution.</p><p>The shelf registration (S-3) filed in October provides flexibility for raising up to <money>$75 million</money> in various securities. However, the company's small market cap limits their financing options and bargaining power with investors. The engagement of Craft Capital Management as the exclusive placement agent suggests this will be a smaller offering, likely structured to attract institutional investors through favorable terms.</p><p>For retail investors, this offering warrants caution - these transactions typically price at a discount to market and the additional shares will likely pressure the stock price. The timing, just before year-end, could indicate urgency in securing funding.</p>

Financial Risk Analyst

<p>The working capital focus of this offering raises red flags about Giftify's operational efficiency and cash management. The company's digital platforms, CardCash.com and Restaurant.com, operate in the competitive gift card and dining rewards space, where maintaining adequate working capital is important for inventory management and platform operations.</p><p>The timing and structure of this offering suggest <b>defensive financing</b> rather than growth capital. Without specified terms or size, investors should scrutinize the upcoming prospectus supplement for dilution impact and pricing terms. The shelf registration provides a <b>three-year window</b> for multiple offerings, indicating this may not be the last capital raise if operational improvements don't materialize.</p>

SCHAUMBURG, IL, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Giftify, Inc. (NASDAQ: GIFT) (the “Company”), the owner and operator of leading digital platforms, CardCash.com and Restaurant.com, with a focus on incentives and rewards in retail, dining & entertainment experiences, today announced that it intends to offer its securities in a registered direct offering. The Company intends to use the net proceeds from this offering for working capital. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Craft Capital Management, LLC is acting as the exclusive placement agent for the offering.

The proposed offering of the securities described above is being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-282322) filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on October 15, 2024, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering will be filed with the SEC prior to the closing and will form a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Craft Capital Management, LLC Attention: Syndicate Department, 377 Oak St #402, Garden City NY 11530, or by telephone at (516) 833-1325.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Giftify, Inc.
Giftify, Inc. is a pioneer in the incentive and rewards industry with a focus on retail, dining & entertainment experiences, as the owner and operator of leading digital platforms, CardCash.com and Restaurant.com. CardCash.com is a leading secondary gift card exchange platform, allowing consumers and retailers to realize value by buying and selling gift cards at various scales. Its Restaurant.com is the nation’s largest restaurant-focused digital deals brand. Restaurant.com and our Corporate Incentives division connect digital consumers, businesses and communities offering thousands of dining, retail and entertainment deals options nationwide at over 184,000 restaurants and retailers. Restaurant.com prides itself on offering the best deal, every meal. Our gift cards and restaurant certificates allow customers to save at thousands of restaurants across the country with just a few clicks.

For more information, visit: www.giftifyinc.com and www.cardcash.com and https://www.restaurant.com.

Forward-Looking Statements
Press Releases may include forward-looking statements. In particular, the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project," "propose," "plan," "intend," and similar conditional words and expressions are intended to identify forward-looking statements. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company. Accordingly, you should not place undue reliance on these forward-looking statements. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The company takes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the company. Statements in this press release that are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Giftify, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Giftify, Inc. is unable to give any assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include the company’s ability identify a suitable business model for the corporation.

Investors Contacts:
ClearThink
nyc@clearthink.capital

FAQ

What is the purpose of Giftify's (GIFT) December 2024 registered direct offering?

The offering's proceeds will be used for working capital purposes.

Who is the placement agent for Giftify's (GIFT) registered direct offering?

Craft Capital Management, is acting as the exclusive placement agent for the offering.

When was Giftify's (GIFT) S-3 shelf registration statement declared effective?

The S-3 shelf registration statement was declared effective by the SEC on October 15, 2024.

What are the terms and size of Giftify's (GIFT) December 2024 offering?

The specific terms and size of the offering have not been disclosed and are subject to market conditions.

What digital platforms does Giftify (GIFT) own and operate?

Giftify owns and operates CardCash.com and Restaurant.com, platforms focused on incentives and rewards in retail, dining & entertainment experiences.