SCHEDULE: Interactive Communications International and Affiliates Disclose 8.7% Stake in Giftify, Inc. with Significant Filing Delay

Sentiment:

Beneficial Ownership Report 30 June 2025 4:38 PM

Interactive Communications International, Inc., HI Technology Corp, and Merrill Brooks Smith have jointly disclosed a passive beneficial ownership of 8.7% of Giftify, Inc.'s common stock, with the filing occurring significantly after the triggering event date.

Delay expectedThe event date requiring the filing was December 29, 2023, while the Schedule 13G was filed on June 30, 2025, indicating a delay of over 18 months from the typical filing deadline.

Worse than expectedThe filing indicates a significant delay between the event date requiring the filing (December 29, 2023) and the actual filing date (June 30, 2025). Schedule 13G filings are typically due within 45 days after the end of the calendar year in which the 5% threshold was crossed, suggesting a potentially non-compliant or significantly delayed disclosure.

Summary

Reporting Persons: Interactive Communications International, Inc. (Incomm), HI Technology Corp (HIT), and Merrill Brooks Smith (Smith) are jointly filing this statement.
Beneficial Ownership: The Reporting Persons collectively beneficially own 2,595,370 shares of Giftify, Inc. Common Stock.
Percentage of Class: This ownership represents approximately 8.7% of Giftify, Inc.'s total issued and outstanding Common Stock.
Basis for Calculation: The percentage is calculated based on 29,684,336 shares of Common Stock outstanding as of June 5, 2025, as reported by Giftify, Inc. in its Form 10-Q filed on May 13, 2025, and Form 8-K filed on June 5, 2025.
Shared Control: Incomm directly owns the shares. HIT, through its ownership and control of Incomm, and Smith, as CEO and principal shareholder of HIT, are deemed to have shared voting and dispositive power over these shares. Each of HIT and Smith disclaims beneficial ownership.
Filing Purpose: The filing certifies that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Giftify, Inc.
Joint Filing: The Reporting Persons have entered into a Joint Filing Agreement, dated June 30, 2025, to file this Schedule 13G jointly.

Sentiment

Score: 5

Explanation: A Schedule 13G filing is a factual disclosure of beneficial ownership. While the content itself is neutral, the significant delay in filing could be viewed negatively from a compliance perspective.

Future Outlook

Industry Context

Stakeholder Impact

Shareholders: Provides transparency regarding significant ownership stakes, which can influence market perception of control or stability. The significant delay in filing might raise questions about compliance and transparency.

Key Dates

Date	Description
2023-12-29	Date of the event which required the filing of this statement (crossing the 5% beneficial ownership threshold).
2025-05-13	Date Giftify, Inc. filed its Quarterly Report on Form 10-Q, providing updated outstanding share count data.
2025-06-05	Date Giftify, Inc. filed its Current Report on Form 8-K, providing updated outstanding share count data, and the date used for the basis of outstanding shares calculation.
2025-06-30	Date of the Joint Filing Agreement and the signing date of the Schedule 13G.

Keywords

Giftify Inc., Interactive Communications International, HI Technology Corp, Merrill Brooks Smith, Beneficial Ownership, SEC Filing, Schedule 13G, Common Stock, Passive Investment, Shareholding Disclosure

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