IPO - RDE, Inc.

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Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Ipo

Type: New

Accession Number: 000149315225002826

Filing Summary: On January 15, 2025, GIFTIFY, INC. entered into a Placement Agency Agreement with Craft Capital Management LLC to issue and sell 600,000 shares of common stock at a price of $1.00 per share. This transaction was conducted under the Company's shelf registration statement on Form S-3, which was effective as of October 15, 2024. A lock-up period of 30 days was agreed upon by the Company's President and CEO regarding the sale of certain specified securities. The Offering was closed on January 16, 2025, resulting in gross proceeds of $600,000. After deducting agent fees and expenses, the Company received $483,000 in net proceeds. A press release announcing the initiation and pricing of the Offering was also issued on January 15, 2025.

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Additional details:

Date Of Earliest Event Reported: 2025-01-15


Placement Agency Name: Craft Capital Management LLC


Number Of Shares: 600,000


Purchase Price Per Share: 1.00


Total Gross Proceeds: 600,000


Net Proceeds: 483,000


Lock Up Period Days: 30


Form Type: 424B5

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052348

Filing Summary: GIFTIFY, INC. is offering up to 10,000,000 shares of its common stock through ClearThink Capital Partners LLC as part of a financial transaction established under the Strata Purchase Agreement dated December 12, 2024. This offering represents approximately 32% of the company’s outstanding shares as of December 26, 2024. The company will not receive proceeds from the resale of these shares but will receive funds from their initial sale to ClearThink under the agreement. The effective price per share for ClearThink will be slightly below the average market price before sales. The offering is geared towards general corporate and working capital needs. The prospectus indicates risks involving significant shareholder dilution and potential impacts on stock price due to the significant volume of shares being offered. GIFTIFY operates Restaurant.com and has recently expanded its operations following the acquisition of CardCash Exchange, Inc. in December 2023, which has enhanced its market presence and operational capacity.

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Additional details:

Shares Offered: 10000000


Selling Security Holder: ClearThink Capital Partners LLC


Common Stock Outstanding Before Offering: 31466718


Common Stock Outstanding After Offering: 41466718


Use Of Proceeds: general corporate and working capital needs


Offering Price Per Share: varied pricing


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