GIFT Pengajuan SEC - Giftify, Inc.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Giftify, Inc.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

September 2, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
August 25, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 GIFTIFY, INC. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Numb
August 22, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
August 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42206 GIFTIFY, INC. (Ex
June 5, 2025	EX-99.1	Giftify, Inc. Announces Strategic Acquisition of TakeOut7 to Expand Restaurant Technology and Digital Marketing Platform Exhibit 99.1 Giftify, Inc. Announces Strategic Acquisition of TakeOut7 to Expand Restaurant Technology and Digital Marketing Platform Acquisition adds comprehensive restaurant ordering and AI-powered marketing solutions to Giftify’s digital commerce ecosystem Combined platform connects over 185,000 restaurants with enhanced technology suite for independent operators SCHAUMBURG, IL, June 05, 2025 (
June 5, 2025	EX-10.1	Agreement and Plan of Merger dated May 30, 2025, by and among Giftify, Inc., TakOu7 Acquisition Corp. and TakOut7 Inc. Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among GIFTIFY, INC., TAKEOUT7 ACQUISITION CORP. and TAKEOUT7 INC. Dated as of May 30, 2025 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 30, 2025, among Giftify, Inc., a Delaware corporation (“Giftify”), TakeOut7 Acquisition Corp., a Delaware corporation (“Merger Sub”), TakeOut7
June 5, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Giftify, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number)
May 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42206 GIFTIFY, INC. (E
April 25, 2025	EX-10.2	Amendment No. 2 to Amended and Restated Loan and Secuirty Agreement dated April 23, 2025, between Pathward, National Association and CardCash Exchange, Inc. Exhibit 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment”) dated April 23, 2025 is by and between PATHWARD, NATIONAL ASSOCIATION fka Crestmark, a division of MetaBank, National Association (“Pathward”), whose address is 5480 Corporate Drive, Suite 350, Troy, Michigan 48098, CARDCASH EXCHANG
April 25, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 GIFTIFY, INC. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Numbe
April 25, 2025	EX-10.1	Second Amended and Restated Promissory Note dated April 23, 2025, issued to Pathward, National Association by CardCash Exchange, Inc. Exhibit 10.1 SECOND AMENDED AND RESTATED PROMISSORY NOTE Principal Amount: $7,000,000.00 Troy, Michigan Dated: April 23, 2025 This Second Amended and Restated Promissory Note (“Note”) is made by the Borrower who has signed this Note. The Borrower promises to pay to the order of PATHWARD, NATIONAL ASSOCIATION, fka Crestmark, a division of MetaBank, National Association (“Bank”), ON DEMAND, at its o
April 18, 2025	EX-19.1	Insider Trading Policy Exhibit 19.1 Insider Trading Policy 1. Introduction During the course of your relationship with Giftify, Inc. (“Giftify”) or one of its affiliated entities, you will learn important, nonpublic information about Giftify or other publicly traded companies that have relationships with Giftify. Using this nonpublic information to buy or sell stock, or giving the information to others, violates Giftify
April 18, 2025	EX-21	List of Subsidiaries of Giftify, Inc. Exhibit 21 page 1 of 1 SUBSIDIARIES NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP Restaurant.com, Inc. Delaware 100% CardCash Exchange, Inc. Delaware 100%
April 18, 2025	EX-4.1	Specimen Stock Certificate Evidencing the Shares of Common Stock Exhibit 4.1
April 18, 2025	EX-97.1	Execuitve Compensation Clawback Policy of Giftify, Inc. Exhibit 97.1 Giftify, Inc. Executive Compensation Clawback Policy Adopted April 14, 2025 Giftify, Inc. (the “Company”) has adopted the Giftify, Inc. Clawback Policy on April 14, 2025, as may be further amended or restated from time to time, that shall be referred to herein as the “Policy”. 1. Definitions For purposes of this Policy, the following definitions shall apply: a) “Additional Compensatio
April 18, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42206 GIFTIFY, I
April 18, 2025	EX-4.2	2019 Stock Incentive Plan Exhibit 4.2 RDE, Inc. 2019 Stock Incentive Plan 1. Establishment, Purpose and Types of Awards RDE, Inc., a Delaware corporation, f/k/a uBid Holdings, Inc. (the “Company”), hereby establishes the RDE, Inc. 2019 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockhol
March 31, 2025	EX-4.2	2019 Stock Incentive Plan Exhibit 4.2 RDE, Inc. 2019 Stock Incentive Plan 1. Establishment, Purpose and Types of Awards RDE, Inc., a Delaware corporation, f/k/a uBid Holdings, Inc. (the “Company”), hereby establishes the RDE, Inc. 2019 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockhol
March 31, 2025	EX-4.1	Specimen Stock Certificate Evidencing the Shares of Common Stock Exhibit 4.1
March 31, 2025	EX-19.1	Insider Trading Policy Exhibit 19.1 Insider Trading Policy 1. Introduction During the course of your relationship with Giftify, Inc. (“Giftify”) or one of its affiliated entities, you will learn important, nonpublic information about Giftify or other publicly traded companies that have relationships with Giftify. Using this nonpublic information to buy or sell stock, or giving the information to others, violates Giftify
March 31, 2025	EX-21	List of Subsidiaries of Giftify, Inc. Exhibit 21 page 1 of 1 SUBSIDIARIES NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP Restaurant.com, Inc. Delaware 100% CardCash Exchange, Inc. Delaware 100%
March 31, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42206 GIFTIFY, INC. (Exact name of
February 21, 2025	EX-10.1	Promissory Note dated February 19, 2025 Exhibit 10.1 PROMISSORY NOTE $1,000,000 February 19, 2025 FOR VALUE RECEIVED, and intending to be legally bound, GIFTIFY, INC., a Delaware corporation, with an office at 1100 Woodfield Road, Suite 510, Schaumburg, Illinois 60173 (“Maker”), hereby promises to pay to the order of REAL WORLD DIGITAL ASSETS LLC, an Illinois limited liability company (“Payee”), at its office at 1317 N Tally Ho Dr, Addi
February 21, 2025	EX-10.2	Security Agreement dated February 19, 2025, between Giftify, Inc. and Real World Digital Assets LLC Exhibit 10.2 Security Agreement Security Agreement, dated as of February 19, 2025, made by GIFTIFY, INC., a Delaware corporation, with an office at 1100 Woodfield Road, Suite 510, Schaumburg, Illinois 60173 (“Debtor’’), in favor of REAL WORLD DIGITAL ASSETS LLC, an Illinois limited liability company, having a principal office at 1317 N Tally Ho Dr, Addison, IL 60101 (the “Secured Party”). In consi
February 21, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Nu
February 5, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2025 GIFTIFY, INC. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Num
February 5, 2025	EX-99.1	Giftify, Inc. Cancels Equity Line of Credit Exhibit 99.1 Giftify, Inc. Cancels Equity Line of Credit SCHAUMBURG, IL (Globe Newswire) – February 5, 2025: 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 the cancellation of its equity line of credit (ELOC). On
January 28, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Num
January 28, 2025	EX-10.1	Allonge to Promissory dated January 22, 2025 Exhibit 10.1 ALLONGE TO PROMISSORY NOTE ALLONGE dated as of January 22, 2025 (this “Allonge”) to the Promissory Note dated as of September 20, 2024 in the original principal amount of $2,000,000.00 made by GIFTIFY, INC., a Delaware corporation, with an office at 1100 E. Woodland Road, Suite 510, Schaumburg, Illinois 60173 (“Maker”), payable to the order of SPARS CAPITAL GROUP LLC, a New Jersey lim
January 21, 2025	EX-10.1	Executive Employment Agreement, dated January 16, 2025, between Giftify, Inc. and Balazs Wellisch Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 16th day of January 2025 by and between Restaurant.com, a Delaware corporation (the “Company”), and Balazs Wellisch, a natural person, residing in the State of California (“Executive”). WHEREAS, the Company, a wholly owned subsidiary of Giftify, Inc. (“Parent”), wishes to employ Exe
January 21, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Num
January 17, 2025	EX-99.1	Giftify, Inc. Exhibit 99.1 Giftify, Inc. Announces Pricing of $600,000 Public Offering of Common Stock with No Warrants SCHAUMBURG, IL (Globe Newswire) – January 15, 2025: 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 the pric
January 17, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 GIFTIFY, INC. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Num
January 17, 2025	EX-1.1	Placement Agency Agreement, dated January 15, 2025, between Giftify, Inc. and Craft Capital Management LLC Exhibit 1.1 PLACEMENT AGENCY AGREEMENT January 15, 2025 Giftify, Inc. 1100 Woodfield Road, Suite 510 Schaumburg, IL Attention: Steve Handy, Chief Financial Officer Dear Mr. Handy: This agreement (the “Agreement”) constitutes the agreement between Craft Capital Management LLC (the “Placement Agent” or “Craft”) and Giftify, Inc., a corporation incorporated under the laws of Delaware (the “Company”),
January 15, 2025	424B5	GIFTIFY, INC. 600,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282322 PROSPECTUS SUPPLEMENT (To Prospectus dated October 15, 2024) GIFTIFY, INC. 600,000 Shares of Common Stock This prospectus supplement relates to our offering of 600,000 shares of our common stock, par value $0.001 per share (the “Shares”). Our shares of common stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GIFT
January 14, 2025	424B5	SUBJECT TO COMPLETION, DATED JANUARY 14, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282322 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these se
December 30, 2024	424B5	Up to 10,000,000 GIFTIFY, INC. Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282322 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these se
December 20, 2024	EX-10.1	Strata Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC Exhibit 10.1
December 20, 2024	EX-10.2	Securities Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC Exhibit 10.2
December 20, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 GIFTIFY, INC. ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Nu
December 5, 2024	EX-99.1	Investor Presentation, December 2024 Exhibit 99.1
December 5, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Num
November 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42206 GIFTIFY, INC
October 25, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number)
October 25, 2024	424B5	Up to $21,340,000 RDE, INC. Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282322 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these se
October 25, 2024	EX-10.1	At the Market Issuance Sales Agreement dated October 25, 2024, between Giftify, Inc. and Ascendiant Capital Markets, LLC. Exhibit 10.1 RDE, INC. Common Stock (par value $0.001 per share) At-The-Market Issuance Sales Agreement October 25, 2024 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: RDE, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows: 1. Issuance and Sale o
October 21, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number
October 16, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number)
October 16, 2024	EX-99.1	Investor Presentation, October 2024 Exhibit 99.1
October 10, 2024	CORRESP	RDE, Inc. 1100 Woodfield Road, Suite 510 Schaumburg, IL 60173 RDE, Inc. 1100 Woodfield Road, Suite 510 Schaumburg, IL 60173 October 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Alyssa Wall, Esq. Re: RDE, Inc. Registration Statement on Form S-3, File No. 333-282322 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: October 15, 2024 R
October 8, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number)
October 8, 2024	EX-99.1	Average Price per Share of $1.9646 Exhibit 99.1 RDE, Inc. CFO Steve Handy Purchased 25,620 Shares in the Open Market Average Price per Share of $1.9646 SCHAUMBURG, IL (Globe Newswire) – October 08, 2024: RDE, 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 t
October 7, 2024	EX-FILING FEES	Filing Fees eXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) RDE, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Type(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry
October 7, 2024	S-3/A	As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.
October 7, 2024	EX-3.3	Amendment to Certificate of Incorporation dated September 12, 2024 EX-3.3 2 ex3-3.htm Exhibit 3.3 STATE OF DELAWAREE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF RDE, INC. RDE, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to the Corporation’s Certificate of Incorporation to change Article First to change the name of the Corporation has been duly adopted in accordance with the provisions of S
October 7, 2024	EX-4.2	Form of Indenture Exhibit 4.2 RDE, INC., as ISSUER and [], as INDENTURE TRUSTEE INDENTURE Dated as of [] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 5 ARTICLE II THE SECURITIES 6 Section 2.01 Issuable in Series 6 Section 2.0
October 3, 2024	DEF 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) ☒ Definitive Information Statement RDE, INC. (Name of Registrant as Specified in It
September 25, 2024	EX-3.3	Amendment to Certificate of Incorporation dated September 12, 2024 Exhibit 3.3 STATE OF DELAWAREE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF RDE, INC. RDE, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to the Corporation’s Certificate of Incorporation to change Article First to change the name of the Corporation has been duly adopted in accordance with the provisions of Sections 228 and 242
September 25, 2024	S-3	As filed with the Securities and Exchange Commission on September 25, 2024 As filed with the Securities and Exchange Commission on September 25, 2024 Registration No.
September 25, 2024	EX-FILING FEES	Filing Fees eXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) RDE, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Type(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry
September 24, 2024	EX-10.2	Security Agreement dated September 20, 2024 Between RDE, Inc. and Spars Capital Group LLC Exhibit 10.2
September 24, 2024	EX-10.1	Promissory Note dated September 20, 2024 Issued by Giftify, Inc. to Spars Capital Group LLC Exhibit 10.1
September 24, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Numbe
September 20, 2024	PRE 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) ☐ Definitive Information Statement RDE, INC. (Name of Registrant as Specified in It
September 3, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-42206 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number
September 3, 2024	EX-99.1	RDE, Inc. Announces NASDAQ Ticker Symbol Change to GIFT Exhibit 99.1 RDE, Inc. Announces NASDAQ Ticker Symbol Change to GIFT SCHAUMBURG, IL (Globe Newswire) – September 3, 2024: RDE, Inc. (NASDAQ: RSTN, GIFT) (the “Company”), the owner and operator of leading digital platforms, Restaurant.com and CardCash.com, with a focus on incentives and rewards in retail, dining, and entertainment experiences, today announced that it will be changing its ticker sym
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
August 6, 2024	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RDE, Inc.
July 11, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 000-56417 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number) (I
May 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
April 9, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56417 RDE, INC. (Exact name of reg
April 9, 2024	EX-10.1	Executive Employment Agreement dated July 1, 2023, between RDE, Inc. and Ketan Thakker Exhibit 10.1
April 1, 2024	NT 10-K	UNITED STATES UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.
February 28, 2024	SC 13G	RSTN / RDE, Inc. / Eldridge Industries, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RDE, Inc. (Name of Issuer) Common Stock, Par Value $.001 per share (Title of Class of Securities) 74940T104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur
February 28, 2024	EX-99.1	AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d794219dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments
January 5, 2024	8-K/A	Financial Statements and Exhibits, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 000-56417 45-2482974 (State of other jurisdiction of incorporation) (Commis
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (E
August 22, 2023	EX-10.3	Executive Employment Agreement between CardCash Exchange, Inc. and Marc Ackerman Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the day of 2023 by and between CardCash Exchange, Inc., a Delaware corporation (the “Company”), and Marc Ackerman, a natural person, residing in the State of New Jersey (“Executive”). WHEREAS, RDE, Inc. (“Parent”) and the Company have entered into an Agreement and Plan of Merger with th
August 22, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 RDE, INC. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 000-56417 45-2482974 (State of other jurisdiction of incorporation) (Commission File Number)
August 22, 2023	EX-10.2	Executive Employment Agreement between CardCash Exchange, Inc. and Elliot Bohm Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the day of 2023 by and between CardCash Exchange, Inc., a Delaware corporation (the “Company”), and Elliot Bohm, a natural person, residing in the State of New Jersey (“Executive”). WHEREAS, RDE, Inc. (“Parent”) and the Company have entered into an Agreement and Plan of Merger with the
August 22, 2023	EX-10.1	Agreement and Plan of Merger dated August 18, 2023 by and among RDE, Inc., CardCash Acquisition Corp. and CardCash Exchange, Inc. Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among RDE, INC., CARDCASH ACQUISITION CORP. and CARDCASH EXCHANGE, INC. Dated as of August 18, 2023 i AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 18, 2023 among RDE, Inc., a Delaware corporation (“RDE”), CardCash Acquisition Corp., a Delaware corporation (“Merger Sub”), Card
August 22, 2023	EX-99.1	Aggregate unaudited 2022 revenue of $101.7 million Tremendous Synergistic cross-sell opportunity across platforms and offerings to businesses and consumers Exhibit 99.1 RDE, Inc. (Restaurant.com) Signs Definitive Agreement for Transformational Acquisition of CardCash.com Aggregate unaudited 2022 revenue of $101.7 million Tremendous Synergistic cross-sell opportunity across platforms and offerings to businesses and consumers Schaumburg, IL, August 22, 2023 (GLOBE NEWSWIRE) — RDE, Inc. (OTCQB: RSTN) (“RDE” or “Company”), the owner and operator of Resta
August 21, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
August 14, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Expires: February 22, 2022 Estimated average burden Washington, D.
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
March 7, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56417 RDE, INC. (Exact name of reg
March 7, 2023	EX-10.1	Executive Employment Agreement dated May 1, 2022 between RDE, Inc. and Ketan Thakker. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is amended as of the 1st day of May 2022 by and between RDE, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”). WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer (“CEO”) of the C
March 7, 2023	EX-10.6	Agreement dated April 21, 2022 between the Company and T-Mobile USA, Inc. Exhibit 10.6 (xxxxxxxxxxxxxxxx) Proprietary and Confidential Order Form No. 5 This “Order Form” is incorporated by reference to the Supplier Agreement between (xxxxxxxxxxxxxxxx) (“xxxxxxxx”) and Restaurant.com, Inc. (“Company”), dated as of December 20, 2016, as amended (collectively, the “Agreement”), and constitutes a binding agreement between (xxxxxxxx) and Company. By signing below, including
November 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (E
July 29, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
June 27, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-56417 RDE, INC. (Exact
April 8, 2022	EX-3.1	Certificate of Incorporation EX-3.1 3 ex3-1.htm Exhibit 3.1 page 1 of 18 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 04/13/2011 FILED 04:27 PM 04/13/2011 SRV 110412783 - 4968487 FILE CERTIFICATE OF INCORPORATION OF INCUMAKER, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the p
April 8, 2022	EX-3.3	Second Amended and Restated Bylaws Exhibit 3.3 Page 1 of 17 SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) ======================== ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation’s Board of Directors (the
April 8, 2022	EX-10.1	Executive Employment Agreement dated March 29, 2019 between Incumaker, Inc. and Ketan Thakker. Exhibit 10.1 Page 1 of 11 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this ?Agreement?) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the ?Company?), and Ketan Thakker, a natural person, residing in the State of Georgia (?Executive?). WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Offic
April 8, 2022	EX-21	Subsidiaries of RDE, Inc. EX-21 13 ex21.htm Exhibit 21 page 1 of 1 SUBSIDIARIES NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP Restaurant.com, Inc. Delaware 100 %
April 8, 2022	EX-4.1	Specimen Stock Certificate Evidencing the Shares of Common Stock Exhibit 4.1 Page 1 of 2 Page 2 of 2
April 8, 2022	EX-10.5	Agreement and Plan of Merger dated January 31, 2022 by and among RDE, Inc., GameIQ Acquisition Corp. and GameIQ, Inc. Exhibit 10.5 Page 1 of 34 AGREEMENT AND PLAN OF MERGER by and among RDE, INC., GAMEIQ ACQUISITION CORP., and GAMEIQ, INC. Dated as of January 31, 2022 i Page 2 of 34 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?) is made and entered into as of January 31, 2022 by and among (i) RDE, Inc., a Delaware corporation (?RDE?), (ii) GameIQ Acquisition Corp., a Delaware co
April 8, 2022	EX-2.1	Agreement and Plan of Merger, dated as of October 23, 2018, by and between Incumaker, Inc. and the Company Exhibit 2.1 page 1 of 36 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018 page 2 of 36 TABLE OF CONTENTS Page No. ARTICLE I THE MERGER 5 1.1. The Merger 5 1.2. Closing; Effective Time 5 1.3. Effects of Merger 6 1.4. Certificate of Incorporation 6 1.5. Bylaws 6 1.6. Directors and Officers
April 8, 2022	EX-10.2	Asset Purchase Agreement dated March 1, 2020 between the Company. and Restaurant.com, Inc. Exhibit 10.2 Page 1 of 32 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (?Buyer?), a Delaware corporation, and Restaurant.com, Inc. (?Seller?), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement. RECITALS Selle
April 8, 2022	EX-14.1	Code of Ethics Exhibit 14.1 Page 1 of 1 CODE OF ETHICS The Chief Executive Officer (“CEO”) and all senior financial officers, including the Chief Financial Officer and principal accounting officer of RDE, Inc. (the “Company”), and of any subsidiary that becomes subject to the periodic reporting requirements under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, are bound by the
April 8, 2022	EX-3.2	Amendment to Certificate of Incorporation Exhibit 3.2 Page 1 of 1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UBID HOLDINGS, INC. uBid Holdings, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to Article First of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Co
April 8, 2022	EX-10.3	Consent and Agreement to Stock Sale Agreement and Mutual Release dated July 1, 2020 among the Company, Michael Hering, Salvatore Esposito and SkyAuction. Exhibit 10.3 Page 1 of 14 CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering
April 8, 2022	EX-10.4	Warrant dated April 24, 2019 issued to EROP Capital LLC Exhibit 10.4 Page 1 of 10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
April 8, 2022	10-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RDE, INC. (Exact name of Registrant as specified in it 10-12G 1 form10-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RDE, INC. (Exact name of Registrant as specified in its charter) Delaware 45-2482974 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification
March 11, 2022	PART II	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal Year Ended December 31, 2021 RDE, INC. (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal Year Ended December 31, 2021 RDE, INC. (Exact name of Registrant as specified in its charter) Delaware (State or jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 45-2482974 (I.R.S. Employee Identification
March 11, 2022	EX1K-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion of our report dated March 11, 2022, relating to the consolidated financial statements of RDE, Inc. as of December 31, 2021 and 2020, and for the years then ended (which report contains an explanatory paragraph describing conditions that raise substantial doubt about RDE, Inc.’s ability to continue as
February 2, 2022	EX-10.1	Agreement and Plan of Merger dated January 31, 2022 by and among RDE, Inc., GameIQ Acquisition Corp. and GameIQ, Inc. (2) Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among RDE, INC., GAMEIQ ACQUISITION CORP., and GAMEIQ, INC. Dated as of January 31, 2022 i AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?) is made and entered into as of January 31, 2022 by and among (i) RDE, Inc., a Delaware corporation (?RDE?), (ii) GameIQ Acquisition Corp., a Delaware corporation and a wholly-own
February 2, 2022	EX-99.1	Expects the acquisition to close in February 2022 Exhibit 99.1 RDE, Inc. Acquires GameIQ / Spindy, a fun reward and incentive platform, to Add to Restaurant.com Expects the acquisition to close in February 2022 ATLANTA, GA (GlobeNewswire) ? February 2, 2022: RDE, Inc. (OTCQB: RSTN) (the ?Company?), the owner and operator of Restaurant.com, the nation?s largest restaurant-focused digital deals brand, today announced the acquisition of GameIQ, deve
February 2, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 333-232091 45-2482974 (State of other jurisdiction of incorporation) (Comm
September 28, 2021	1-SA	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMI-ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the semiannual period ended June 30, 2021 RDE, INC. (Exact name of issuer as specified in 1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMI-ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the semiannual period ended June 30, 2021 RDE, INC. (Exact name of issuer as specified in its charter) Delaware 45-24829746 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N
June 11, 2021	EX1K-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the Annual Report on Form 1-K of our report dated June 11, 2021, relating to the consolidated financial statements of RDE, Inc. (formerly known as Ubid Holdings, Inc.) as of and for the years then ended December 31, 2020 and 2019, which appears in such Annual Report. We also consent to the referenc
June 11, 2021	PART II	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal Year Ended December 31, 2020 RDE, INC. (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal Year Ended December 31, 2020 RDE, INC. (Exact name of Registrant as specified in its charter) Delaware (State or jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 45-2482974 (I.R.S. Employee Identification
March 19, 2021	ADD EXHB	Listing Agreement dated March 16, 2021 between RDE, Inc. and OpenDeal Broker LLC Exhibit 6.1 OFFERING LISTING AGREEMENT This Offering Listing Agreement (this ?Agreement?) is effective as of March 19, 2021 (the ?Effective Date?) by and among RDE, Inc., a Delaware corporation (?Issuer?), and OpenDeal Broker LLC dba the Capital R (?ODB?), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the ?Parties? or individually as a ?Party?. RECITAL
March 19, 2021	253G2	- PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Filed Pursuant to Rule 253(g)(2) File No.
February 24, 2021	CORRESP	- February 24, 2021 Via Edgar Correspondence Daniel Morris, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: RDE, Inc. Request for Acceleration of Amendment No. 1 to Qualification of Form 1-A Filed on Form 1-A File No. 024-11310 Dear Mr. Morris: RDE, Inc respectfully requests acceleration of
February 17, 2021	EX1A-12 OPN CNSL	- Exhibit 12.1 The Evening Star Building 1101 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20004 Direct: 844-285-4263 ext. 758 Cell: (301) 910-2030 [email protected] Ernest M. Stern Partner February 17, 2021 RDE, Inc. 5880 Live Oak Parkway Suite 100 Norcross, Georgia 30093 Re: Regulation A+ Offering Ladies and Gentlemen: We have acted as counsel to RDE, Inc., a Delaware corporation (
February 17, 2021	EX1A-11 CONSENT	- Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Amendment No. 1 to Offering Circular on Form 1-A of our report dated June 26, 2020, relating to the consolidated financial statements of Ubid Holdings, Inc. (now known as RDE, Inc.) as of December 31, 2019 and 2018 and for the years then ended. We also consent to the reference to our
February 17, 2021	PART II AND III	- PART II AND III 2 partiiandiii.htm PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR This Post-Qualification Offering Circular Amendment No. 1 (“Amended Offering Circular”) amends the Post-Qualification Offering Circular No. 4 of RDE, Inc. (the “Company”), dated November 17, 2020 and qualified on November 24, 2020 and as may be amended or supplemented from time to time (the “Offering Circular”),
February 17, 2021	EX1A-11 CONSENT	- Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Amendment No. 1 to Regulation A Offering Circular of our report dated August 27, 2020, relating to the financial statements of Restaurant.com, Inc. as of December 31, 2019 and 2018. We also consent to the reference to our firm under the caption “Experts”. Certified Public Accountants
December 14, 2020	253G2	- Filed Pursuant to Rule 253(g)(2) File No. 024-11310 RDE, INC. 5880 Live Oak Parkway Suite 100 Norcross, Georgia 30093 (773) 272-5000 www.restaurant.com and www.specials.restaurant.com This Offering Circular Supplement No. 1 (the “Supplement”) relates to the Post-Qualification Offering Circular Amendment No. 4 of RDE, Inc. (the “Company”), dated November 17, 2020 and qualified on November 24, 2020
November 20, 2020	CORRESP	- RDE, INC. 5880 Live Oak Pkwy Suite 100 Norcross, GA 30093 November 20, 2020 Via Edgar Correspondence Daniel Morris, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: RDE, Inc. Request for Acceleration of Qualification of Form 1-A File No. 024-11310 Dear Mr. Morris: RDE, Inc respectfully requ
November 17, 2020	EX1A-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Regulation A Offering Circular of our report dated August 27, 2020, relating to the financial statements of Restaurant.com, Inc. as of December 31, 2019 and 2018. We also consent to the reference to our firm under the caption “Experts”. Certified Public Accountants Lakewood, CO Novemb
November 17, 2020	EX1A-3 HLDRS RTS	REGISTRATION RIGHTS AGREEMENT Exhibit 3.16 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective m
November 17, 2020	EX1A-6 MAT CTRCT	CERTIFICATE OF MERGER SA.COM Acquisition Corp. A DELAWARE CORPORATION WITH AND INTO SkyAuction.com, INC. A DELAWARE CORPORATION Pursuant to Section 251 of the General Corporation Law of the State of Delaware Exhibit 6.8 page 1 of 2 CERTIFICATE OF MERGER MERGING SA.COM Acquisition Corp. A DELAWARE CORPORATION WITH AND INTO SkyAuction.com, INC. A DELAWARE CORPORATION Pursuant to Section 251 of the General Corporation Law of the State of Delaware SkyAuction.com, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and ex
November 17, 2020	EX1A-3 HLDRS RTS	UNCONDITIONAL SECURED GUARANTY Exhibit 3.4 page 1 of 4 UNCONDITIONAL SECURED GUARANTY THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement)
November 17, 2020	EX1A-3 HLDRS RTS	CONVERTIBLE PROMISSORY NOTE Exhibit 3.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 17, 2020	EX1A-3 HLDRS RTS	SECURITIES PURCHASE AGREEMENT Exhibit 3.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(
November 17, 2020	EX1A-3 HLDRS RTS	REGISTRATION RIGHTS AGREEMENT Exhibit 3.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC. Exhibit 3.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 17, 2020	EX1A-6 MAT CTRCT	AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation SKYAUCTION.COM, INC., a Delaware corporation Exhibit 6.6 page 1 of 34 AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 AMONG INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation and SKYAUCTION.COM, INC., a Delaware corporation Exhibit 6.6 page 2 of 34 MERGER AGREEMENT THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among INCUMAKER, INC., a Delaware co
November 17, 2020	EX1A-6 MAT CTRCT	AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018 Exhibit 6.5 page 1 of 36 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018 Exhibit 6.5 page 2 of 36 TABLE OF CONTENTS Page No. ARTICLE I THE MERGER 1 1.1. The Merger 1 1.2. Closing; Effective Time 1 1.3. Effects of Merger 2 1.4. Certificate of Incorporation 2 1.5. Bylaws 2 1.6. Directors
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT INCUMAKER, INC. Exhibit 3.8 page 1 of 11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
November 17, 2020	EX1A-3 HLDRS RTS	AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018 Exhibit 3.9 page 1 of 2 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018 THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incuma
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT INCUMAKER, INC. Exhibit 3.3 page 1 of 10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
November 17, 2020	EX1A-6 MAT CTRCT	Executive Employment Agreement dated March 29, 2019 between RDE, Inc. (f/k/a Incumaker, Inc.) and Ketan Thakker (1) Exhibit 6.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”). WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer (“CEO”) of
November 17, 2020	EX1A-4 SUBS AGMT	SUBSCRIPTION AGREEMENT Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: To: UBid Holdings, Inc. Offering of Shares of Common Stock 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number indicated below of shares of common stock (the “Shares”) in uBid Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the terms of this Subscription Agreement. The purchase
November 17, 2020	EX1A-3 HLDRS RTS	SENIOR CONVERTIBLE PROMISSORY NOTE Exhibit 3.6 page 1 of 23 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE B
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC. Exhibit 3.15 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 17, 2020	PART II AND III	PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular (Subject to Completion) Dated November 17, 2020 RDE, INC.
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC. Exhibit 3.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 17, 2020	EX1A-3 HLDRS RTS	REGISTRATION RIGHTS AGREEMENT Exhibit 3.7 page 1 of 12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined her
November 17, 2020	EX1A-3 HLDRS RTS	CONVERTIBLE PROMISSORY NOTE Exhibit 3.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 17, 2020	EX1A-3 HLDRS RTS	SECURITIES PURCHASE AGREEMENT Exhibit 3.5 page 1 of 24 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 104
November 17, 2020	EX1A-3 HLDRS RTS	8% CONVERTIBLE NOTE Exhibit 3.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 17, 2020	EX1A-3 HLDRS RTS	LEAKOUT AGREEMENT Exhibit 3.21 LEAKOUT AGREEMENT This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”). WHEREAS, the Stockholder is converting one or more convertible notes of the Company into shares of the Company’s common stock; WHEREAS, the shares of the Company are thinly traded; and WHEREAS, and t
November 17, 2020	EX1A-2A CHARTER	Certificate of Amendment to Certificate of Incorporation (1) Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UBID HOLDINGS, INC. uBid Holdings, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to Article First of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation La
November 17, 2020	EX1A-2A CHARTER	Certificate of Incorporation of Incumaker, Inc. (1) Exhibit 2.1 page 1 of 18 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 04/13/2011 FILED 04:27 PM 04/13/2011 SRV 110412783 - 4968487 FILE CERTIFICATE OF INCORPORATION OF INCUMAKER, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the provision and subjec
November 17, 2020	EX1A-6 MAT CTRCT	Asset Purchase Agreement dated March 1, 2020 between RDE, Inc. (f/k/a uBid Holdings, Inc.) and Restaurant.com, Inc. (1) Exhibit 6.2 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement. RECITALS Seller is engaged i
November 17, 2020	EX1A-6 MAT CTRCT	CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE Exhibit 6.3 CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), in
November 17, 2020	EX1A-3 HLDRS RTS	REGISTRATION RIGHTS AGREEMENT Exhibit 3.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani
November 17, 2020	EX1A-3 HLDRS RTS	PROMISSORY NOTE Exhibit 3.2 page 1 of 5 PROMISSORY NOTE $2,500,000 November 12, 2018 THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”). WHEREAS, Incumaker, Inc. (the “Maker”)
November 17, 2020	EX1A-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Amendment No. 2 to Offering Circular on Form 1-A of our report dated June 26, 2020, relating to the consolidated financial statements of Ubid Holdings, Inc. (now known as RDE, Inc.) as of December 31, 2019 and 2018 and for the years then ended. We also consent to the reference to our
November 17, 2020	EX1A-12 OPN CNSL	The Evening Star Building Exhibit 12.1 The Evening Star Building 1101 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20004 Direct: 844-285-4263 ext. 758 Cell: (301) 910-2030 [email protected] Ernest M. Stern Partner November 4, 2020 RDE, Inc. 5880 Live Oak Parkway Suite 100 Norcross, Georgia 30093 Re: Regulation A+ Offering Ladies and Gentlemen: We have acted as counsel to RDE, Inc., a Delaware corporation (t
November 17, 2020	EX1A-6 MAT CTRCT	CERTIFICATE OF MERGER UBID HOLDINGS, INC. A DELAWARE CORPORATION WITH AND INTO INCUMAKER, INC. A DELAWARE CORPORATION Pursuant to Section 252 of the General Corporation Law of the State of Delaware Exhibit 6.7 page 1 of 2 CERTIFICATE OF MERGER MERGING UBID HOLDINGS, INC. A DELAWARE CORPORATION WITH AND INTO INCUMAKER, INC. A DELAWARE CORPORATION Pursuant to Section 252 of the General Corporation Law of the State of Delaware Incumaker, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and existing under th
November 17, 2020	EX1A-6 MAT CTRCT	SALES MARKETING AGREEMENT Exhibit 6.4 SALES MARKETING AGREEMENT THIS AGREEMENT is dated the EFFECTIVE DATE below and is BY AND BETWEEN: SkyAuction.com, Inc., “Sky,” and Restaurant.com, Inc., “RDC” each a “Party,” and is joined in by “uBid” below, and collectively the “Parties”). This Agreement is effective as of July 1, 2020. The Parties agrees as follows: Reference is made to the RDC-Merchant Promotion Agreement dated Apr
November 17, 2020	EX1A-3 HLDRS RTS	COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC. Exhibit 3.20 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 17, 2020	EX1A-3 HLDRS RTS	SECURITY AGREEMENT Exhibit 3.1 page 1 of 8 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to
November 17, 2020	EX1A-2B BYLAWS	Second and Restated Bylaws (1) Exhibit 2.3 SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) ======================== ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation’s Board of Directors (the “Board”) may
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”). WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer (“CEO”) of
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.7 page 1 of 12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined her
November 4, 2020	EX1A-3 HLDRS RTS	- EX1A-3 HLDRS RTS 15 ex3-10.htm Exhibit 3.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.16 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective m
November 4, 2020	EX1A-3 HLDRS RTS	- EX1A-3 HLDRS RTS 23 ex3-18.htm Exhibit 3.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC
November 4, 2020	PART II AND III	- PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular (Subject to Completion) Dated November 4, 2020 RDE, INC.
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.7 page 1 of 2 CERTIFICATE OF MERGER MERGING UBID HOLDINGS, INC. A DELAWARE CORPORATION WITH AND INTO INCUMAKER, INC. A DELAWARE CORPORATION Pursuant to Section 252 of the General Corporation Law of the State of Delaware Incumaker, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and existing under th
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.2 page 1 of 5 PROMISSORY NOTE $2,500,000 November 12, 2018 THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”). WHEREAS, Incumaker, Inc. (the “Maker”)
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(
November 4, 2020	EX1A-2B BYLAWS	- Exhibit 2.3 SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) ======================== ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation’s Board of Directors (the “Board”) may
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.4 page 1 of 4 UNCONDITIONAL SECURED GUARANTY THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement)
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.6 page 1 of 23 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE B
November 4, 2020	EX1A-2A CHARTER	- Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UBID HOLDINGS, INC. uBid Holdings, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to Article First of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation La
November 4, 2020	EX1A-11 CONSENT	- Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Regulation A Offering Circular of our report dated August 27, 2020, relating to the financial statements of Restaurant.com, Inc. as of December 31, 2019 and 2018. We also consent to the reference to our firm under the caption “Experts”. Certified Public Accountants Lakewood, CO Novemb
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.1 page 1 of 8 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.3 CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), in
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.21 LEAKOUT AGREEMENT This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”). WHEREAS, the Stockholder is converting one or more convertible notes of the Company into shares of the Company’s common stock; WHEREAS, the shares of the Company are thinly traded; and WHEREAS, and t
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean
November 4, 2020	CORRESP	- RDE, INC. 5880 Live Oak Pkwy Suite 100 Norcross, GA 30093 November 4, 2020 Via Edgar Correspondence Daniel Morris, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: RDE, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed October 22, 2020 File No. 024-11310 Dear Mr. Morris: We have
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.3 page 1 of 10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.4 SALES MARKETING AGREEMENT THIS AGREEMENT is dated the EFFECTIVE DATE below and is BY AND BETWEEN: SkyAuction.com, Inc., “Sky,” and Restaurant.com, Inc., “RDC” each a “Party,” and is joined in by “uBid” below, and collectively the “Parties”). This Agreement is effective as of July 1, 2020. The Parties agrees as follows: Reference is made to the RDC-Merchant Promotion Agreement dated Apr
November 4, 2020	EX1A-12 OPN CNSL	- Exhibit 12.1 The Evening Star Building 1101 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20004 Direct: 844-285-4263 ext. 758 Cell: (301) 910-2030 [email protected] Ernest M. Stern Partner November 4, 2020 RDE, Inc. 5880 Live Oak Parkway Suite 100 Norcross, Georgia 30093 Re: Regulation A+ Offering Ladies and Gentlemen: We have acted as counsel to RDE, Inc., a Delaware corporation (t
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.8 page 1 of 11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.15 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 4, 2020	EX1A-6 MAT CTRCT	- EX1A-6 MAT CTRCT 32 ex6-5.htm Exhibit 6.5 page 1 of 36 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018 Exhibit 6.5 page 2 of 36 TABLE OF CONTENTS Page No. ARTICLE I THE MERGER 1 1.1. The Merger 1 1.2. Closing; Effective Time 1 1.3. Effects of Merger 2 1.4. Certificate of Incorporation 2
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.6 page 1 of 34 AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 AMONG INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation and SKYAUCTION.COM, INC., a Delaware corporation Exhibit 6.6 page 2 of 34 MERGER AGREEMENT THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among INCUMAKER, INC., a Delaware co
November 4, 2020	EX1A-2A CHARTER	- Exhibit 2.1 page 1 of 18 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 04/13/2011 FILED 04:27 PM 04/13/2011 SRV 110412783 - 4968487 FILE CERTIFICATE OF INCORPORATION OF INCUMAKER, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the provision and subjec
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.9 page 1 of 2 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018 THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incuma
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.5 page 1 of 24 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 104
November 4, 2020	EX1A-3 HLDRS RTS	- Exhibit 3.20 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
November 4, 2020	EX1A-4 SUBS AGMT	- Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: To: UBid Holdings, Inc. Offering of Shares of Common Stock 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number indicated below of shares of common stock (the “Shares”) in uBid Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the terms of this Subscription Agreement. The purchase
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.8 page 1 of 2 CERTIFICATE OF MERGER MERGING SA.COM Acquisition Corp. A DELAWARE CORPORATION WITH AND INTO SkyAuction.com, INC. A DELAWARE CORPORATION Pursuant to Section 251 of the General Corporation Law of the State of Delaware SkyAuction.com, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and ex
November 4, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.2 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement. RECITALS Seller is engaged i
November 4, 2020	EX1A-11 CONSENT	- Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Amendment No. 2 to Offering Circular on Form 1-A of our report dated June 26, 2020, relating to the consolidated financial statements of Ubid Holdings, Inc. (now known as RDE, Inc.) as of December 31, 2019 and 2018 and for the years then ended. We also consent to the reference to our
October 22, 2020	EX1A-3 HLDRS RTS	Amendment #1 to the Securities Purchase Agreement, Senior Convertible Promissory Note and Common Stock Purchase Warrant dated November 7, 2018, between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.9 page 1 of 2 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018 THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incuma
October 22, 2020	EX1A-6 MAT CTRCT	Certificate of Merger of Incumaker, Inc. and SkyAuction.com, Inc. dated November 13, 2018 Exhibit 6.8 page 1 of 2 CERTIFICATE OF MERGER MERGING SA.COM Acquisition Corp. A DELAWARE CORPORATION WITH AND INTO SkyAuction.com, INC. A DELAWARE CORPORATION Pursuant to Section 251 of the General Corporation Law of the State of Delaware SkyAuction.com, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and ex
October 22, 2020	EX1A-6 MAT CTRCT	Agreement and Plan of Merger, dated as of November 12, 2018 by and among Incumaker Inc., SA.com Acquisition Corp. and SkyAuction.com, Inc. Exhibit 6.6 page 1 of 34 AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 AMONG INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation and SKYAUCTION.COM, INC., a Delaware corporation Exhibit 6.6 page 2 of 34 MERGER AGREEMENT THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among INCUMAKER, INC., a Delaware co
October 22, 2020	EX1A-3 HLDRS RTS	Unconditional Secured Guaranty between SkyAuction.com, Inc. and Michael Hering as Shareholder Representative of SkyAuction.com, Inc. Exhibit 3.4 page 1 of 4 UNCONDITIONAL SECURED GUARANTY THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement)
October 22, 2020	CORRESP	- RDE, INC. 5880 Live Oak Pkwy Suite 100 Norcross, GA 30093 October 22, 2020 Via Edgar Correspondence Daniel Morris, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: RDE, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed October 1, 2020 File No. 024-11310 Dear Mr. Morris: We have r
October 22, 2020	EX1A-3 HLDRS RTS	Security Agreement dated November 12, 2018 between SkyAuction.com, Inc. and Michael Hering as Shareholder Representative of SkyAuction.com, Inc. Shareholders Exhibit 3.1 page 1 of 8 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to
October 22, 2020	EX1A-3 HLDRS RTS	Registration Rights Agreement dated July 22, 2019 between uBid Holdings, Inc. and Auctus Fund LLC Exhibit 3.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani
October 22, 2020	EX1A-3 HLDRS RTS	Promissory Note Dated November 12, 2018 issued by Incumaker, Inc. to Michael Hering as Shareholder Representative of SkyAuction.com, Inc. Shareholders Exhibit 3.2 page 1 of 5 PROMISSORY NOTE $2,500,000 November 12, 2018 THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”). WHEREAS, Incumaker, Inc. (the “Maker”)
October 22, 2020	EX1A-3 HLDRS RTS	Warrant dated August 15, 2019 issued by uBid Holdings, Inc. to EMA Financial, LLC Exhibit 3.15 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
October 22, 2020	EX1A-12 OPN CNSL	Consent of Culhane Meadows PLLC (included in Exhibit 12.1) Exhibit 12.1 The Evening Star Building 1101 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20004 Direct: 844-285-4263 ext. 758 Cell: (301) 910-2030 [email protected] Ernest M. Stern Partner October 1, 2020 RDE, Inc. 5880 Live Oak Parkway Suite 100 Norcross, Georgia 30093 Re: Regulation A+ Offering Ladies and Gentlemen: We have acted as counsel to RDE, Inc., a Delaware corporation (th
October 22, 2020	EX1A-2A CHARTER	Certificate of Incorporation of Incumaker, Inc. Exhibit 2.1 page 1 of 18 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 04/13/2011 FILED 04:27 PM 04/13/2011 SRV 110412783 - 4968487 FILE CERTIFICATE OF INCORPORATION OF INCUMAKER, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the provision and subjec
October 22, 2020	EX1A-6 MAT CTRCT	Consent and Agreement to Stock Sale Agreement and Mutual Release dated July 1, 2020 among uBid Holdings, Inc., Michael Hering, Salvatore Esposito and SkyAuction Exhibit 6.3 CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), in
October 22, 2020	EX1A-6 MAT CTRCT	Executive Employment Agreement dated March 29, 2019 between Incumaker, Inc. and Ketan Thakker Exhibit 6.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”). WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer (“CEO”) of
October 22, 2020	EX1A-6 MAT CTRCT	Sales Marketing Agreement dated July 1, 2020 between Restaurant.com, Inc. and SkyAuction.com, Inc. Exhibit 6.4 SALES MARKETING AGREEMENT THIS AGREEMENT is dated the EFFECTIVE DATE below and is BY AND BETWEEN: SkyAuction.com, Inc., “Sky,” and Restaurant.com, Inc., “RDC” each a “Party,” and is joined in by “uBid” below, and collectively the “Parties”). This Agreement is effective as of July 1, 2020. The Parties agrees as follows: Reference is made to the RDC-Merchant Promotion Agreement dated Apr
October 22, 2020	PART II AND III	- PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular (Subject to Completion) Dated October 22, 2020 RDE, INC.
October 22, 2020	EX1A-6 MAT CTRCT	Certificate of Merger of Incumaker, Inc. and uBid Holdings, Inc. dated November 5, 2018 Exhibit 6.7 page 1 of 2 CERTIFICATE OF MERGER MERGING UBID HOLDINGS, INC. A DELAWARE CORPORATION WITH AND INTO INCUMAKER, INC. A DELAWARE CORPORATION Pursuant to Section 252 of the General Corporation Law of the State of Delaware Incumaker, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and existing under th
October 22, 2020	EX1A-6 MAT CTRCT	Agreement and Plan of Merger, dated as of October 23, 2018, by and between Incumaker, Inc. and uBid Holdings, Inc. Exhibit 6.5 page 1 of 36 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018 Exhibit 6.5 page 2 of 36 TABLE OF CONTENTS Page No. ARTICLE I THE MERGER 1 1.1. The Merger 1 1.2. Closing; Effective Time 1 1.3. Effects of Merger 2 1.4. Certificate of Incorporation 2 1.5. Bylaws 2 1.6. Directors
October 22, 2020	EX1A-3 HLDRS RTS	Convertible Note dated July 22, 2019 between uBid Holdings, Inc. and Auctus Fund LLC Exhibit 3.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
October 22, 2020	EX1A-3 HLDRS RTS	Convertible Note dated August 15, 2019 between uBid Holdings, Inc. and EMA Financial, LLC Exhibit 3.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
October 22, 2020	EX1A-3 HLDRS RTS	Leakout Agreement dated May 14, 2020 between uBid Holdings, Inc. and EROP Capital LLC Exhibit 3.21 LEAKOUT AGREEMENT This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”). WHEREAS, the Stockholder is converting one or more convertible notes of the Company into shares of the Company’s common stock; WHEREAS, the shares of the Company are thinly traded; and WHEREAS, and t
October 22, 2020	EX1A-2A CHARTER	Certificate of Amendment to Certificate of Incorporation Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UBID HOLDINGS, INC. uBid Holdings, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to Article First of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation La
October 22, 2020	EX1A-11 CONSENT	Consent of Weinberg & Co. regarding uBid Holdings, Inc. Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Regulation A Offering Circular of our report dated June 26, 2020, relating to the consolidated financial statements of Ubid Holdings, Inc. as of December 31, 2019 and 2018 and for the years then ended. We also consent to the reference to our firm under the caption “Experts”. Weinberg
October 22, 2020	EX1A-3 HLDRS RTS	Securities Purchase Agreement dated August 15, 2019 between uBid Holdings, Inc. and EMA Financial, LLC Exhibit 3.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(
October 22, 2020	EX1A-3 HLDRS RTS	Warrant dated April 9, 2019, issued by uBid Holdings, Inc. to Auctus Fund, LLC Exhibit 3.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
October 22, 2020	EX1A-4 SUBS AGMT	Subscription Agreement Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: To: UBid Holdings, Inc. Offering of Shares of Common Stock 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number indicated below of shares of common stock (the “Shares”) in uBid Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the terms of this Subscription Agreement. The purchase
October 22, 2020	EX1A-3 HLDRS RTS	Registration Rights Agreement dated August 15, 2019 between uBid Holdings, Inc. and EMA Financials, LLC Exhibit 3.16 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective m
October 22, 2020	EX1A-3 HLDRS RTS	Securities Purchase Agreement dated November 13, 2018 Between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.5 page 1 of 24 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 104
October 22, 2020	EX1A-3 HLDRS RTS	Convertible Note dated April 9, 2019, between Auctus Fund, LLC and uBid Holdings, Inc. Exhibit 3.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
October 22, 2020	EX1A-3 HLDRS RTS	Common Stock Purchase Warrant dated November 13, 2018 issued to FirstFire Global Opportunities Fund, LLC Security Agreement dated November 12, 2018 between Incumaker, Inc. and SkyAuction.com, Inc. Exhibit 3.8 page 1 of 11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
October 22, 2020	EX1A-2B BYLAWS	Second Amended and Restated Bylaws Exhibit 2.3 SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) ======================== ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation’s Board of Directors (the “Board”) may
October 22, 2020	EX1A-11 CONSENT	Consent of BF Borgers CPA PC regarding Restaurant.com, Inc. Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the foregoing Regulation A Offering Circular of our report dated August 27, 2020, relating to the financial statements of Restaurant.com, Inc. as of December 31, 2019 and 2018. We also consent to the reference to our firm under the caption “Experts”. Certified Public Accountants Lakewood, CO August
October 22, 2020	EX1A-6 MAT CTRCT	Asset Purchase Agreement dated March 1, 2020 between uBid Holdings, Inc. and Restaurant.com, Inc. Exhibit 6.2 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement. RECITALS Seller is engaged i
October 22, 2020	EX1A-3 HLDRS RTS	Warrant dated July 22, 2019 between uBid Holdings, Inc. and Auctus Fund LLC Exhibit 3.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
October 22, 2020	EX1A-3 HLDRS RTS	Warrant dated November 12, 2018 issued by Incumaker, Inc. to Michael Hering Exhibit 3.3 page 1 of 10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
October 22, 2020	EX1A-3 HLDRS RTS	Registration Rights Agreement dated April 9, 2019 between Auctus Fund, LLC and uBid Holdings, Inc. Exhibit 3.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean
October 22, 2020	EX1A-3 HLDRS RTS	Senior Convertible Promissory Note dated November 13, 2018 between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.6 page 1 of 23 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE B
October 22, 2020	EX1A-3 HLDRS RTS	Registration Rights Agreement dated November 13, 2018 between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.7 page 1 of 12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined her
October 22, 2020	EX1A-3 HLDRS RTS	Warrant dated April 4, 2020 issued to EROP Capital LLC Exhibit 3.20 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
October 1, 2020	EX1A-6 MAT CTRCT	Certificate of Merger of Incumaker, Inc. and SkyAuction.com, Inc. dated November 13, 2018 Exhibit 6.8 page 1 of 2 CERTIFICATE OF MERGER MERGING SA.COM Acquisition Corp. A DELAWARE CORPORATION WITH AND INTO SkyAuction.com, INC. A DELAWARE CORPORATION Pursuant to Section 251 of the General Corporation Law of the State of Delaware SkyAuction.com, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and ex
October 1, 2020	EX1A-6 MAT CTRCT	Certificate of Merger of Incumaker, Inc. and uBid Holdings, Inc. dated November 5, 2018 Exhibit 6.7 page 1 of 2 CERTIFICATE OF MERGER MERGING UBID HOLDINGS, INC. A DELAWARE CORPORATION WITH AND INTO INCUMAKER, INC. A DELAWARE CORPORATION Pursuant to Section 252 of the General Corporation Law of the State of Delaware Incumaker, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: The Company is a Delaware corporation duly organized and existing under th
October 1, 2020	EX1A-3 HLDRS RTS	Amendment #1 to the Securities Purchase Agreement, Senior Convertible Promissory Note and Common Stock Purchase Warrant dated November 7, 2018, between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.9 page 1 of 2 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018 THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incuma
October 1, 2020	EX1A-3 HLDRS RTS	Convertible Note dated April 9, 2019, between Auctus Fund, LLC and uBid Holdings, Inc. Exhibit 3.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
October 1, 2020	EX1A-3 HLDRS RTS	Unconditional Secured Guaranty between SkyAuction.com, Inc. and Michael Hering as Shareholder Representative of SkyAuction.com, Inc. Exhibit 3.4 page 1 of 4 UNCONDITIONAL SECURED GUARANTY THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement)
October 1, 2020	CORRESP	- RDE, INC. 5880 Live Oak Pkwy Suite 100 Norcross, GA 30093 October 1, 2020 Via Edgar Correspondence Daniel Morris, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: RDE, Inc. Offering Statement on Form 1-A Filed August 31, 2020 File No. 024-11310 Dear Mr. Morris: We have received your corresp
October 1, 2020	EX1A-6 MAT CTRCT	Consent and Agreement to Stock Sale Agreement and Mutual Release dated July 1, 2020 among uBid Holdings, Inc., Michael Hering, Salvatore Esposito and SkyAuction Exhibit 6.3 CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASE This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), in
October 1, 2020	EX1A-4 SUBS AGMT	Subscription Agreement Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: To: UBid Holdings, Inc. Offering of Shares of Common Stock 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number indicated below of shares of common stock (the “Shares”) in uBid Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the terms of this Subscription Agreement. The purchase
October 1, 2020	EX1A-3 HLDRS RTS	Warrant dated April 4, 2020 issued to EROP Capital LLC Exhibit 3.20 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
October 1, 2020	EX1A-3 HLDRS RTS	Senior Convertible Promissory Note dated November 13, 2018 between Incumaker, Inc. and FirstFire Global Opportunities Fund, LLC Exhibit 3.6 page 1 of 23 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE B
October 1, 2020	EX1A-3 HLDRS RTS	Promissory Note Dated November 12, 2018 issued by Incumaker, Inc. to Michael Hering as Shareholder Representative of SkyAuction.com, Inc. Shareholders Exhibit 3.2 page 1 of 5 PROMISSORY NOTE $2,500,000 November 12, 2018 THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”). WHEREAS, Incumaker, Inc. (the “Maker”)
October 1, 2020	EX1A-3 HLDRS RTS	Leakout Agreement dated May 14, 2020 between uBid Holdings, Inc. and EROP Capital LLC Exhibit 3.21 LEAKOUT AGREEMENT This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”). WHEREAS, the Stockholder is converting one or more convertible notes of the Company into shares of the Company’s common stock; WHEREAS, the shares of the Company are thinly traded; and WHEREAS, and t
October 1, 2020	EX1A-6 MAT CTRCT	- Exhibit 6.2 Execution Version ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement. RECITALS Seller is engaged i
October 1, 2020	EX1A-3 HLDRS RTS	Registration Rights Agreement dated July 22, 2019 between uBid Holdings, Inc. and Auctus Fund LLC Exhibit 3.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani
October 1, 2020	EX1A-6 MAT CTRCT	Sales Marketing Agreement dated July 1, 2020 between Restaurant.com, Inc. and SkyAuction.com, Inc. Exhibit 6.4 SALES MARKETING AGREEMENT THIS AGREEMENT is dated the EFFECTIVE DATE below and is BY AND BETWEEN: SkyAuction.com, Inc., “Sky,” and Restaurant.com, Inc., “RDC” each a “Party,” and is joined in by “uBid” below, and collectively the “Parties”). This Agreement is effective as of July 1, 2020. The Parties agrees as follows: Reference is made to the RDC-Merchant Promotion Agreement dated Apr
October 1, 2020	EX1A-3 HLDRS RTS	Convertible Note dated August 15, 2019 between uBid Holdings, Inc. and EMA Financial, LLC Exhibit 3.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

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