Business Context and Reporting Period
This Form 8-K Current Report was filed by GIFTIFY, INC. on January 16, 2025. The filing discloses the entry into a material definitive agreement regarding executive leadership changes within the Company's wholly-owned subsidiary, Restaurant.com.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on the terms of a new executive employment contract.
Material Changes and Agreement Details
On January 16, 2025, the Company entered into a three-year Executive Employment Agreement with Balazs Wellisch, who transitions from Chief Technology Officer to Chief Operating Officer (COO) of Restaurant.com. Key terms include:
- Compensation: Annual base salary of $240,000 with a minimum 5% annual merit increase and a minimum annual bonus of $25,000.
- Severance Provisions: In the event of termination without cause or for good reason, the Company must provide:
- Cash severance equal to the lesser of six months' base salary or the remainder of the agreement term, paid over six months.
- Payment of all earned but unpaid salary and bonuses.
- Acceleration of all unvested equity.
- Continued health and benefit coverage for the duration of the severance period.
- Restrictive Covenants: Mr. Wellisch is bound by confidentiality and non-competition agreements for the term of employment plus one year thereafter.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to the financial obligations associated with the severance package should the executive's employment be terminated under specific conditions.
Investor Verification Checklist
- Verify the full text of the Executive Employment Agreement filed as Exhibit 10.1 for complete legal terms.
- Confirm the impact of the $240,000 base salary and potential severance obligations on the Company's operating expenses.
- Review the acceleration clause for unvested equity to understand potential dilution or expense recognition.
- Monitor the strategic role of Restaurant.com as the Company's largest restaurant-focused digital deals brand.