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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, 2025

☐ 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 registrant as specified in its charter)

Delaware

45-2482974

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

1100 Woodfield Road, Suite 510

Schaumburg, IL

60172

(Address of principal executive offices)

(ZIP Code)

(847) 506-9680

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001		GIFT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 30,963,913 shares of common stock outstanding as of November 4, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1

Item 1. Condensed Financial Statements		F-1

Condensed Consolidated Balance Sheets – September 30, 2025 (Unaudited) and December 31, 2024		F-1

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		F-2

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		F-3

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)		F-5

Notes to Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		F-6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1

Item 3. Quantitative and Qualitative Disclosures About Market Risk		14

Item 4. Controls and Procedures		14

PART II – OTHER INFORMATION		17

Item 1. Legal Proceedings		17

Item 1A. Risk Factors		17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17

Item 3. Defaults Upon Senior Securities		17

Item 4. Mine Safety Disclosures		17

Item 5. Other Information		17

Item 6. Exhibits		17

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This report contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”) as updated by “Part II, Item 1A” of this report, which should be considered when evaluating our trends and future results. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. The discussion of risks in this report is by no means all-inclusive but is designed to highlight what we believe are important factors to consider when evaluating our future performance.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		1			2
	As of
	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,000,000 and $1,258,826 at September 30, 2025 and December 31, 2024)	$	4,021,227		$	4,301,842
Accounts receivable		122,697			164,700
Inventories		2,798,063			4,116,180
Prepaid expenses and other current assets		274,720			63,210
Total current assets		7,216,707			8,645,932

Property and equipment, net		606,152			1,089,984
Operating lease right of use asset, net		1,170,174			1,406,242
Deposits		68,189			65,556
Intangible assets, net		3,073,167			4,268,332
Goodwill		20,007,670			20,007,670
Total assets	$	32,142,059		$	35,483,716

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,909,145		$	1,966,616
Accrued expenses		1,708,012			1,768,607
Customer deposits		1,612			95,000
Deferred revenue		123,583			77,051
Secured revolving line of credit		2,693,735			3,805,080
Convertible promissory notes		45,387			43,137
Secured notes payable — related party, net of debt discount of $0 and $4,000, at September 30, 2025 and December 31, 2024, respectively		-			2,060,274
Notes payable, current portion, net of debt discount of $4,283 and $0, at September 30, 2025 and December 31, 2024, respectively		1,925,315			1,717,632
Operating lease liability, current portion		347,912			316,612
Total current liabilities		8,754,701			11,850,009

Notes payable, net of current portion		659,367			615,000
Deferred income taxes		682,426			1,123,000
Operating lease liability, net of current portion		868,433			1,133,371
Total liabilities		10,964,927			14,721,380

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 30,710,580 and 27,021,423 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		30,711			27,015
Additional paid-in-capital		117,334,768			108,679,065
Common stock issuable, 350,843 and 350,843 shares, respectively		350,843			350,843
Accumulated deficit		(96,539,190	)		(88,294,587	)
Total stockholders’ equity		21,177,132			20,762,336

Total liabilities and stockholders’ equity	$	32,142,059		$	35,483,716

The accompanying notes are an integral part of these consolidated financial statements.

F-1

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

		1			2			3			4
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Net Sales	$	18,783,908		$	23,210,850		$	61,961,652		$	64,753,246
Cost of sales		15,036,367			20,220,237			50,776,850			55,244,862
Gross profit		3,747,541			2,990,613			11,184,802			9,508,384

Operating expenses
Selling, general and administrative expenses		5,489,115			5,908,603			17,247,499			20,954,914
Amortization of capitalized software costs		160,745			254,292			483,832			935,766
Amortization of intangible assets		585,349			607,917			1,686,328			1,823,751
Total operating expenses		6,235,209			6,770,812			19,417,659			23,714,431

Loss from operations		(2,487,668	)		(3,780,199	)		(8,232,857	)		(14,206,047	)

Other income (expenses)
Interest income		1,811			-			3,588			5,223
Interest expense		(135,005	)		(280,953	)		(487,950	)		(795,694	)
Other income		38,540			-			38,540
Total other income (expenses)		(94,654	)		(280,953	)		(445,822	)		(790,471	)

Net loss before income taxes		(2,582,322	)		(4,061,152	)		(8,678,679	)		(14,996,518	)
Income tax benefit		144,860			-			434,076			-
Net loss	$	(2,437,462	)	$	(4,061,152	)	$	(8,244,603	)	$	(14,996,518	)

Net loss per share – basic and diluted	$	(0.08	)	$	(0.16	)	$	(0.28	)	$	(0.59	)

Weighted average common shares outstanding – basic and diluted		30,402,871			25,964,213			29,446,269			25,574,719

The accompanying notes are an integral part of these consolidated financial statements.

F-2

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2025

				1				2		3		4			5
	Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, June 30, 2025		30,154,612	$	30,155		350,843	$	350,843	$	115,289,884	$	(94,101,728	)	$	21,569,154

Fair value of vested options		-		-		-		-		881,690					881,690

Fair value of vested restricted stock		72,915		72		-		-		495,637					495,709

Fair value of common stock issued for services		87,500		87		-		-		95,579					95,666

Issuance of common stock for cash under at-the-market sale agreement, net		54,219		56		-		-		60,319					60,375

Issuance of common stock for cash under private placement		341,334		341		-		-		511,659					512,000

Net loss		-		-		-		-		-		(2,437,462	)		(2,437,462	)

Balance, September 30, 2025 (Unaudited)		30,710,580	$	30,711		350,843	$	350,843	$	117,334,768	$	(96,539,190	)	$	21,177,132

For the Nine Months Ended September 30, 2025

	Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2024		27,021,423	$	27,015		350,843	$	350,843	$	108,679,065	$	(88,294,587	)	$	20,762,336

Fair value of vested options		-		-		-		-		2,843,690					2,843,690

Fair value of vested restricted stock		412,497		412		-		-		1,559,215					1,559,627

Fair value of common stock issued for services		333,332		333		-		-		479,421					479,754

Fair value of common stock issued for vendor settlement		75,000		75						108,675					108,750

Issuance of common stock for cash under at-the-market sale agreement, net		1,023,133		1,031		-		-		1,443,047					1,444,078

Fair value of shares issued on acquisition		350,000		350		-		-		608,650					609,000

Issuance of common stock for cash under stock purchase agreement, net		387,194		387						374,113					374,500

Issuance of common stock for cash under public placement		600,000		600		-		-		477,400					478,000

Issuance of common stock for cash under private placement		508,001		508		-		-		761,492					762,000

Net loss		-		-		-		-		-		(8,244,603	)		(8,244,603	)

Balance, September 30, 2025 (Unaudited)		30,710,580	$	30,711		350,843	$	350,843	$	117,334,768	$	(96,539,190	)	$	21,177,132

F-3

For the Three Months Ended September 30, 2024

	Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, June 30, 2024		25,912,263	$	25,906		350,843	$	350,843	$	103,841,872	$	(80,397,873	)	$	23,820,748

Fair value of vested options		-		-		-		-		1,168,292					1,168,292

Fair value of vested restricted stock units		-		-		-		-		234,029					234,029

Fair value of common stock issued for employment agreements		-		-						312,500					312,500

Issuance of common stock for services		150,000		150						533,850					534,000

Issuance of common stock for cash		72,500		73		-		-		132,500					132,573

Net loss		-		-		-		-		-		(4,061,152	)		(4,061,152	)
Balance, September 30, 2024 (Unaudited)		26,134,763	$	26,129		350,843	$	350,843	$	106,223,043	$	(84,459,025	)	$	22,140,990

For the Nine Months Ended September 30, 2024

	Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance, December 31, 2023		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Balance		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194

Fair value of vested options		-		-		-			-			6,874,603						6,874,603

Fair value of vested restricted stock units		175,000		175		-			-			1,198,463						1,198,638

Fair value of common stock issued for employment agreements		66,666		67		-			-			937,433						937,500

Issuance of common stock for services		200,000		200		-			-			751,300						751,500
Fair value of common stock issued for services		200,000		200		-			-			751,300						751,500

Common shares issued on cashless exercise of stock options		1,130		1								(1	)					-

Common shares issued		32,500		32		(32,500	)		(32,500	)		32,468						-

Issuance of common stock for cash, net		1,539,500		1,540		-			-			3,052,533						3,054,073

Net loss		-		-		-			-			-			(14,996,518	)		(14,996,518	)
Balance, September 30, 2024 (Unaudited)		26,134,763	$	26,129		350,843		$	350,843		$	106,223,043		$	(84,459,025	)	$	22,140,990
Balance		26,134,763	$	26,129		350,843		$	350,843		$	106,223,043		$	(84,459,025	)	$	22,140,990

The accompanying notes are an integral part of these consolidated financial statements.

F-4

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,244,603	)	$	(14,996,518	)
Adjustments to reconcile net loss to net cash provided by operating activities
Fair value of vested stock options		2,843,690			6,874,603
Fair value of vested restricted common stock		1,559,627			2,136,138
Fair value of common stock issued for services		479,755			751,500
Loss on fair value of common stock issued for settlement of vendor		33,750			-
Depreciation of capitalized software costs		483,832			935,766
Amortization of intangible assets		1,686,328			1,823,751
Amortization of debt discount		14,717			1,700
Accrued interest		20,632			54,802
Changes in operating assets and liabilities:
Accounts receivable		101,117			(16,955	)
Inventories		1,318,117			(243,223	)
Prepaid expenses and other current assets		(211,510	)		62,557
Right of use assets		236,067			228,982
Accounts payable		17,029			(223,416	)
Accrued expenses		(113,548	)		220,367
Customer deposits		(93,388	)		-
Deferred revenue		46,532			(258,593	)
Deferred taxes		(440,574	)		-
Operating lease liability		(233,637	)		(209,829	)
Net cash used in operating activities		(496,067	)		(2,858,368	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash received on acquisition		109,543			-
Capital expenditures		-			(674,646	)
Net cash provided by (used in) investing activities		109,543			(674,646	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		96,816,921			76,769,125
Repayment of line of credit		(97,928,266	)		(79,272,361	)
Proceeds from note payable		985,000			-
Repayment of notes payable		(826,323	)		-
Proceeds from notes payable – related party		-			1,978,000
Repayment of notes payable – related party		(2,000,000	)		-
Proceeds from sale of common stock, net of expenses, under at-the-market sale agreement		1,444,077			-
Proceeds from sale of common stock, net of expenses, under stock purchase agreement		374,500			-
Proceeds from public offering of common stock		478,000			-
Proceeds from private offering of common stock		762,000			-
Repayment of acquisition obligation		-			(500,000	)
Proceeds from private placement of common stock		-			3,054,073
Net cash provided by financing activities		105,909			2,028,837

Net decrease in cash and cash equivalents		(280,615	)		(1,504,177	)
Cash and cash equivalents beginning of period		4,301,842			5,682,372
Cash and cash equivalents end of period	$	4,021,227		$	4,178,195

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	431,818		$	704,961
Taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common shares issued for acquisition	$	609,000		$	-
Common shares issued for trade accounts payable	$	108,750		$	-
Accounts receivable from acquisition	$	59,114		$	-
Deposits from acquisition	$	2,633		$	-
Accounts payable from acquisition	$	500		$	-
Accrued expenses from acquisition	$	52,953		$	-
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	$	-		$	1,395,541

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

GIFTIFY, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

1. Organization and Basis of Presentation

Giftify, Inc. (the “Company” or “Giftify”) was formed in 2011. Since 2020, the Company, through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States.

In December 2023, the Company acquired CardCash Exchange Inc (“CardCash”, see Note 3). CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.

In May 2025, the Company acquired Takeout7 Inc (“Takeout7”, see Note 3). Takeout7 is a restaurant technology company offering comprehensive online ordering solutions through its TakeOut7 platform and AI-powered digital marketing services through its Platr platform. The acquisition of Takeout7 expands the Company’s technology offerings to include end-to-end solutions for independent restaurants.

On September 4, 2024, the Company’s Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change the Company’s name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references throughout this filing to RDE, Inc. have been changed to Giftify, Inc.

On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31,2025. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Card Cash Exchange, Inc., Restaurant.com, Inc., and Takeout7, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date the accompanying financial statements were issued. The Company has a history of reporting net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities.

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

2. Significant Accounting Policies

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

The Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company also generates revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants, online restaurant ordering fees, and monthly subscription fees for its restaurant marketing platform. Lastly, the Company recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants (revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by the Company to its merchant partners), and advertising revenue for third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website (revenue recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners).

Certain customers may receive incentives, which are accounted for as variable consideration. Provisions for sales returns are recognized in the period when the sales are recorded based upon the Company’s prior experience and current trends. These revenue reductions are established by the Company based upon management’s best estimates at the time of sale, utilizing historical trends, and adjusted to reflect known changes in the factors that impact such reserves and allowances, and the terms of agreements with customers.

Amounts billed and due from the Company’s customers are classified as accounts receivable on the balance sheet. Amounts received in advance from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied. The Company has elected to apply the practical expedient to not assess contracts for significant financing components because the period between the receipt of advance payment and the Company’s transfer of services to the customer is less than one year.

F-7

It is necessary to determine whether the Company is acting as a principal or an agent in revenue-generating arrangements.

Principal vs. Agent Considerations

	●	Principal: As a principal in a transaction, the Company controls the specified good or service before transferring it to the customer. This means the Company is primarily responsible for fulfilling the obligation directly to the customer, has inventory risk, including risk of fraud/invalid card (if applicable), and has discretion in establishing the price. In such cases, revenue is recognized on a gross basis. This means recording the total amount of consideration received from the customer as revenue, with a corresponding cost for any amounts paid to other parties involved in providing the goods or services.
	●	Agent: As an agent, the Company does not control discounted gift cards, and its role is to arrange for its distributors to deliver discounted gift cards to our customers. In these instances, revenue is recognized on a net basis. This reflects only the fee or commission the company retains from the transaction.

Impact of Gross vs. Net Recognition on Financial Performance

Determining whether the Company is a principal or an agent has a significant impact on reported revenue and gross profit percentages. For example, where the Company uses its inventory of previously purchased discounted gift cards to fulfill a customer sale, revenue is recognized on a gross basis because the Company acts as principal and takes control of gift cards and carries the inventory risk before reselling them. This differs from arrangements when the Company’s role is solely to act as an agent by arranging for our supplier to deliver discounted gift cards directly to our customer. In these arrangements, the Company carries no inventory risk, and revenue is recognized on a net basis, representing the commission earned on the transaction. Agent transactions represent approximately 7% and 2% of net sales for the three months ended September 30, 2025 and 2024, respectively, and 6% and 3% of net sales for the nine months ended September 30, 2025 and 2024, respectively.

Significant Judgments and Estimates

Deciding whether the Company is a principal or an agent requires significant judgment and analysis. This is particularly true when evaluating factors like responsibility for fulfilling the promise to the customer, inventory risk, and pricing discretion. Changes in the assessment of these indicators could materially impact reported revenue and related metrics. The Company continuously evaluates our judgments and estimates to ensure accurate revenue recognition in accordance with ASC 606.

In the following table, revenue is disaggregated by our divisions and type of revenue for the three and nine months ended September 30, 2025 and 2024:

Schedule of Disaggregation of Revenue

Sales Channels	CardCash Gift Cards		Restaurant.com Gift Cards and Coupons		Advertising		Total

Three Months Ended September 30, 2025
Business to consumer (B2C)	$	8,701,592	$	64,559	$	23,756	$	8,789,907
Business to business (B2B)		9,435,088		558,913		-		9,994,001
Total	$	18,136,680	$	623,472	$	23,756	$	18,783,908

Three Months Ended September 30, 2024
Business to consumer (B2C)	$	10,884,320	$	100,342	$	25,900	$	11,010,562
Business to business (B2B)		11,800,987		399,301		-		12,200,288
Total	$	22,685,307	$	499,643	$	25,900	$	23,210,850

Nine Months Ended September 30, 2025
Business to consumer (B2C)	$	28,946,961	$	214,400	$	94,734	$	29,256,095
Business to business (B2B)		31,359,206		1,346,351		-		32,705,557
Total	$	60,306,167	$	1,560,751	$	94,734	$	61,961,652

Nine Months Ended September 30, 2024
Business to consumer (B2C)	$	30,364,109	$	342,435	$	55,887	$	30,762,431
Business to business (B2B)		32,907,778		1,083,037		-		33,990,815
Total	$	63,271,887	$	1,425,472	$	55,887	$	64,753,246
Revenue	$	63,271,887	$	1,425,472	$	55,887	$	64,753,246

F-8

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of customer relationships, trade name, and developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three years.

The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Goodwill

Goodwill represents the excess purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired. Goodwill that arose from acquisition of CardCash (see Note 3) was $20,007,670. Under ASC 350 Intangibles-Goodwill and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31. Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there is only one reporting unit. No impairment indicators were identified as of September 30, 2025.

Long-Lived Assets

The Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events or changes in circumstances (“triggering events”) indicate that their net book value may not be recoverable. The measurement of possible impairment is based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use of the asset and its eventual disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of September 30, 2025.

F-9

Leases

The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets (“ROU”) for operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations. Leases with an initial term of 12 months or less are not included on the balance sheets.

Advertising

The Company expenses advertising costs as incurred and amounted to $788,036 and $637,203 for the nine months ended September 30, 2025 and 2024, respectively, which are recorded in general and administrative in the Statements of Operations.

Stock-Based Compensation

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

F-10

At September 30, 2025 and 2024, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	September 30, 2025		September 30, 2024

Convertible notes payable		30,258		28,258
Common stock issuable		350,843		350,843
Common stock options		4,047,222		4,123,282
Total		4,428,323		4,502,383

The issuable and potentially issuable shares as summarized above. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the periods ended September 30, 2025 and 2024, such common stock equivalents would have been excluded from the calculation of net loss per share.

Fair Value of Financial Instruments

Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The carrying value of the Company’s financial instruments (consisting of cash and cash equivalents, accounts receivables, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

Concentrations

Net sales and gross profit. During the three months ended September 30, 2025, the Company had two merchants’ gift cards that accounted for 18% and 10% of net sales, respectively, and approximately 24% and 4% of gross profit, respectively. During the three months ended September 30, 2024, no merchant’s gift cards accounted for more than 10% of net sales or gross profit. During the nine months ended September 30, 2025, the Company sold one merchant’s gift cards that accounted for 11% of net sales and 21% of gross profit. During the nine months ended September 30, 2024, the Company sold one merchant’s gift cards that accounted for 11% of net sales and approximately 7% of gross profit. No other sale of merchant gift cards exceeded 10% of net sales or gross profit in either period.

Purchases from vendors. During the nine months ended September 30, 2025, the Company’s three largest vendors accounted for approximately 24%, 18% and 11% of all purchases. During the nine months ended September 30, 2024, the Company’s largest vendor accounted for approximately 18% of all purchases. No other vendor exceeded 10% of all purchases in either period.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash. The credit risk exposure surrounding trade accounts receivable are limited as these amounts represent the timing difference between payments being settled by credit card processors and the cash being provided to the Company.

The Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced a loss on this account.

Segment Information

The Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates as a single reportable segment composed of the consolidated financial results of Giftify, Inc. (see Note 2).

F-11

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. Merchant receipts (i.e., credit card processors) amounting to $726,965, that were previously presented as a component of accounts receivable at December 31, 2024, have been reclassified as a component of cash and cash equivalents to conform to current year presentation. This reclassification did not affect the reported results of operations. For the nine months ended September 30, 2024, the cash flows used in operating activities in the condensed consolidated statements of cash flows were restated to $2,858,368 from $2,362,948, and cash and cash equivalents at the end of the period were restated to $4,178,195 from $3,090,980.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the notes to financial statements of specified information about certain costs and expenses, including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments are effective for the Company’s annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. Acquisitions

CardCash, Inc.

On December 29, 2023, the Company completed the acquisition of CardCash for $26,682,000, made up of the issuance of 6,108,007 shares of the Company’s common stock valued at $24,432,000, the issuance of a note payable for $1,500,000, and payment of $750,000 in cash.

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been recorded as goodwill.

In accordance with ASC 805, the Company made an allocation of the purchase price for CardCash based on the fair value of the assets acquired and liabilities assumed.

F-12

The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of CardCash on the date of acquisition:

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable (see Note 10)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:

Cash	$	2,061,265
Accounts receivable		1,582,634
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,670	)

Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,670
Fair value of net asset acquired	$	26,682,000

Takeout7, Inc.

On May 29, 2025, the Company completed the acquisition of Takeout7, Inc. (“Takeout7”). The acquisition was made pursuant to an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7. The Company acquired all of the issued and outstanding equity of Takeout7 for $609,000, made up of the issuance of 350,000 shares of the Company’s common stock.

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to Takout7’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition.

As of September 30, 2025, management has not yet finalized its valuation analysis. In accordance with ASC 805, the Company made an initial provisional allocation of the purchase price for Takeout7 based on the fair value of the assets acquired and liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

F-13

The following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Takeout7 on the date of acquisition:

	Fair Value (provisional)

Fair value of consideration:
Common stock (350,000 shares of common stock at $1.74 per share)	$	609,000
Total purchase price	$	609,000

Provisional allocation of the consideration to the fair value of assets acquired and liabilities assumed:

Cash	$	109,543
Accounts receivable		59,114
Deposits		2,633
Accounts payable and accrued liabilities		(53,453	)
Net tangible assets		117,837

Intangible assets:
Developed technology (provisional)		245,581
Customer relationships (provisional)		245,582
Intangible assets (provisional)		491,163
Goodwill		-
Fair value of net asset acquired	$	609,000

No unaudited pro forma statements of operations are being presented as the historical results of Takeout7 are insignificant when compared to the Company’s historical results.

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

Schedule Property and Equipment, Net

	September 30, 2025			December 31, 2024
Website development costs	$	2,533,466		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		2,563,312			2,563,312
Accumulated depreciation		(1,957,160	)		(1,473,328	)
Property and equipment, net	$	606,152		$	1,089,984

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $483,832 and $935,766, respectively.

5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

Schedule of Other Intangible Assets

September 30,

2025

December 31,
2024

Goodwill

20,007,670

	September 30, 2025			December 31, 2024
Intangible Assets
Customer relationships	$	1,945,581		$	1,700,000
Trade name		2,400,000			2,400,000
Developed technology		2,845,582			2,600,000
Intangible assets, gross		7,191,163			6,700,000
Accumulated amortization		(4,117,996	)		(2,431,668	)
Intangible assets, net	$	3,073,167		$	4,268,332

F-14

On December 29, 2023, in relation to the acquisition of CardCash (see Note 3), the Company recorded goodwill of $20,007,670.

On December 29, 2023, in relation to the acquisition of CardCash (see Note 3), the Company recorded intangible assets of $6,700,000. At December 31, 2024, the unamortized intangible asset balance was $4,268,332. During the nine months ended September 30, 2025, the Company recorded an additional $491,163 of intangible assets related to its acquisition of Takeout7 (see Note 3), and recorded an amortization expense of $1,686,328, leaving a remaining unamortized intangible asset balance of $3,073,167 at September 30, 2025.

Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows:

		3
Description	Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Remaining useful lives		3

Amortization expense on intangible assets was as follows:

		Nine Months Ended September 30, 2025				Nine Months Ended September 30, 2024
Amortization expense		$	1,686,328			$	1,823,751

Estimated amortization expense for the Company is as follows:

		1
2025 (Remainder)	$	557,840
2026		2,291,888
2027		157,722
2028		65,717
Total	$	3,073,167

6. Leases

The Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location was renewed in April 2024 for a 60-month period ending in April 2029.

The Company’s operating lease liability balance was $1,449,983 as of December 31, 2024. During the nine months ended September 30, 2025, the Company made payments of $233,637 against its operating lease liability, resulting in a lease liability of $1,216,345 as of September 30, 2025, of which the current portion of lease liability was $347,912, and a long-term lease liabilities balance of $868,433.

During the nine months ended September 30, 2025 and 2024, lease costs totaled approximately $345,853 and $362,659, respectively and was recorded as part of selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of September 30, 2025, the weighted average remaining lease terms for operating lease is 3.34 years, and the weighted average discount rate for operating lease is 8.00%.

F-15

Maturities of the Company’s operating lease liabilities are as follows as of September 30, 2025:

	As of September 30, 2025

2025 (remaining)	$	107,441
2026		438,374
2027		382,954
2028		359,654
2029		105,927
Thereafter		-
Total		1,394,350
Less: Imputed interest		(178,005	)
Total operating lease liability	$	1,216,345

7. Secured Revolving Line of Credit

The outstanding line of credit consists of the following at September 30, 2025 and December 31, 2024:

Schedule of Line of Credit

September 30,

2025

December 31,
2024

Line of credit

2,693,735

3,805,080

In November 2020, CardCash entered into an Amended and Restated Promissory Note (the “November 2020 Note”) for a revolving line of credit of up to $10,000,000, payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal (“WSJ”) prime rate plus 3%, limited to a floor of 6.5%. At September 30, 2025 and December 31, 2024, the average interest rate was 10.5% and 12%, respectively. As of September 30, 2025, the Company complied with customary debt covenants. At September 30, 2025 and December 31, 2024, there was $0 and $3,805,080 outstanding under the November 2020 Note.

On April 23, 2025, CardCash entered into the Second Amended and Restated Promissory Note (the “Amended Note”) with Pathward, National Association (“Pathward”) in the principal amount of $7,000,000. The Amended Note amends and restates the November 2020 Note (see above). The Amended Note does not constitute a novation or extinguishment of the November 2020 Note and it is still outstanding.

Interest on the Amended Note is based on the WSJ prime rate plus 3%, with a floor of 6.5%. The Note is collateralized by a blanket lien on the assets of CardCash. Advances under the Note may be measured against a percentage of eligible accounts and eligible inventory as defined. The amount advanced as a loan under the Note may not exceed an amount which is the lesser of: (i) $7,000,000 and the sum of (a) 100% of Eligible Credit Card Receivables (as defined), plus 100% of the Product Costs for Eligible Inventory (as defined), provided however, that the Product Costs for Eligible Inventory consisting of Prepaid Inventory shall not exceed $750,000. In addition, if CardCash terminates the Note prior to December 31, 2025, it must pay an Exit Fee of 0.50% of $7,000,000, together with all unpaid Loan Fees and Maintenance Fees due under the Agreement. The Amended Note decreased the required minimum cash collateral balance from $1,250,000 to $1,000,000.

F-16

At September 30, 2025 and December 31, 2024, the Amended Note requires a deposit of $1,000,000 and $1,258,826, respectively, which is included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. At September 30, 2025 and December 31, 2024, the average interest rate was 10.5% and 12%, respectively. As of September 30, 2025, the Company complied with customary debt covenants. At September 30, 2025 and December 31, 2024, there was $2,693,735 and $0 outstanding under the November 2020 Note.

8. Convertible Promissory Notes

Convertible promissory notes consist of the following at September 30, 2025 and December 31, 2024:

Schedule of Convertible Debt

	September 30, 2025		December 31, 2024
Convertible promissory note	$	20,000		20,000
Accrued interest		25,387		23,137
Total principal and accrued interest (all current)	$	45,387	$	43,137

On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues to be unsuccessful in reaching the Note holder to remit payment in full. At December 31, 2024, the principal balance of $20,000, and accrued interest of $23,137, are convertible at $1.50 per share into 28,758 shares of the Company’s common stock. At September 30, 2025, the principal balance of $20,000, and accrued interest of $25,387, are convertible at $1.50 per share into 30,258 shares of the Company’s common stock.

9. Secured Notes Payable – Related Party

Secured notes payable to a related party consists of the following at September 30, 2025 and December 31, 2024:

Schedule of Notes Payable Related Party

	September 30, 2025		December 31, 2024
Secured note payable – related party	$	-	$	2,000,000
Less debt discount		-		(4,000	)
Total principal balance		-		1,996,000
Accrued interest		-		64,274
Total principal and accrued interest		-		2,060,274
Less current portion		-		(2,060,274	)
Non-current portion	$	-	$	-

On September 20, 2024, the Company entered into a secured promissory note with Spars Capital Group LLC (“Spars Capital”) in the principal amount of $2,000,000 bearing annual interest of 11.5% that has a maturity date of January 20, 2025. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $4,000, and accrued interest payable of $64,274. During the nine months ended September 30, 2025, the Company paid the Note and accrued interest in full, and the Note was retired. The Note was collateralized by a blanket lien on the assets of the Company subordinated only to the line of credit (see Note 7). Spars Capital is owned by a family trust affiliated with Elliot Bohm, the President of CardCash, and a member of the Board of Directors of the Company.

F-17

10. Notes Payable

Notes payable consist of the following at September 30, 2025 and December 31, 2024:

Schedule of Notes Payable

	September 30, 2025			December 31, 2024
CardCash acquisition notes payable	$	750,000		$	1,500,000
Real Word Digital Assets note payable		1,000,000			-
GameIQ acquisition note payable		-			75,928
Economic Injury Disaster Loans (EIDL) note payable		664,104			664,500
Less debt discount		(4,283	)		-
Total principal balance		2,409,821			2,240,428
Accrued interest		174,861			92,204
Total principal and accrued interest		2,584,682			2,332,632
Less current portion		(1,925,315	)		(1,717,632	)
Non-current portion	$	659,367		$	615,000

CardCash Acquisition Notes Payable

On December 29, 2023, the Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $750,000 is payable on December 29, 2024, bearing simple annual interest of 5%, and $750,000 is to be paid upon the earlier of (a) the completion of a firm commitment underwriting the Company’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2025. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $75,000. During the nine months ended September 30, 2025, the Company made principal payments of $750,000, leaving on September 30, 2025, an aggregate principal balance outstanding of $750,000 and accrued interest payable of $103,125.

Real World Digital Assets Note Payable

On February 19, 2025, the Company entered into a secured promissory note with Real World Digital Assets LLC (“Real World”) in the principal amount of $1,000,000 bearing annual interest of 11.5% that has a maturity date of December 31, 2025. The Note has an origination fee and expenses of $15,000, which were recorded as a debt discount and are being amortized over the term of the Note and may be prepaid without penalty. The note is collateralized by a blanket lien on the assets of Giftify under the terms of a security agreement and is subordinated only to the line of credit to Pathward (see Note 7). Proceeds from the note were used to pay the remaining balance owed on the secured promissory note with Spars Capital (See Note 9). As of September 30, 2025, the notes payable had a principal balance outstanding of $1,000,000, a debt discount balance of $4,283, and accrued interest payable of $70,575.

GameIQ Acquisition Note Payable

On February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $78,813 and another for $62,101. In accordance with Notes, the Company promised to pay the principal together with interest at 1% upon the earlier of (i) nine equal biannual installments with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $75,928 and accrued interest payable of $1,646. During the nine months ended September 30, 2025, the Company paid the Notes and accrued interest in full, and the Note was retired.

F-18

Economic Injury Disaster Loans (EIDL)

On June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL and accrued interest of $900 as part of the consideration paid for the acquisition of GameIQ.

The loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from the date of the promissory note over a period of 30 years. As of December 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558. As of September 30, 2025, the note payable had a principal balance outstanding of $664,104 and accrued interest payable of $1,160.

11. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2025 and December 31, 2024, there were no shares of preferred stock issued and outstanding.

Common Stock

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2025 and December 31, 2024, the Company had 30,710,580 shares and 27,021,423 shares, respectively, of common stock issued and outstanding.

Common Stock Transactions

Nine Months Ended September 30, 2025

Common Shares Issued on Vesting of Restricted Stock

During the nine months ended September 30, 2025, the Company issued 412,497 shares on vesting of restricted common stock to its employees and executives.

Common Stock Issued for Services

During the nine months ended September 30, 2025, the Company issued 333,332 shares of common stock with a fair value of $479,754, or $1.44 per share, for service rendered.

Issuance of Common Stock for Settlement of Vendor Balance

During the nine months ended September 30, 2025, the Company issued 75,000 shares of common stock with a fair value of $108,750, or $1.45 per share, to settle a trade vendor balance of $75,000. The excess of the fair value of the common stock issued over the trade vendor balance was $33,750, which was recorded as a component of selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Issuance of Common Stock on At-the-Market Issuance Sales Agreement

During the nine months ended September 30, 2025, the Company sold 1,023,133 shares of Common Stock and received proceeds, net of expenses, of $1,444,078, or an average of $1.41 per share, utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

F-19

Issuance of Common Stock on Acquisition

During the nine months ended September 30, 2025, the Company issued 350,000 shares of common stock with a fair value of $609,000, or $1.74 per share, for an acquisition (see Note 3).

Issuance of Common Stock on Stock Purchase Agreement

On December 16, 2024, the Company entered into a Strata Purchase Agreement (“SPA”) and a Securities Purchase Agreement with ClearThink Capital Partners, LLC (ClearThink Capital”). Under the terms of the SPA, ClearThink Capital agreed to purchase up to $10 million of Giftify’s shares of common stock based on a series of request notices, as defined, and will receive financing in an amount equal to 99% of the average of the closing prices of Giftify’s shares of common stock, as defined. No purchase of Company shares of common stock will be made by ClearThink if its beneficial ownership of Giftify common stock exceeds 9.99% of the issued and outstanding shares of Giftify common stock.

During the nine months ended September 30, 2025, the Company received net proceeds of $374,500 from ClearThink Capital, which purchased 387,194 shares of the Company’s common stock.

On February 4, 2025, the Company exercised its right to terminate the SPA effective by mutual agreement of the parties.

Issuance of Common Stock on Public Offering

On January 15, 2025, the Company entered into a Placement Agency Agreement with Craft Capital Management LLC (“Craft Capital”), as placement agent, to issue and sell 600,000 shares of the Company’s common stock at a purchase price of $1.00 per Share. The shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), that was declared effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer and sale of the shares in the Offering are described in the Company’s prospectus constituting a part of the registration statement, as supplemented by a final prospectus supplement dated January 15, 2025. On January 16, 2025, the Company closed the Offering. The Company sold 600,000 shares for total gross proceeds of $600,000. After deducting the placement agent fee and offering expenses payable by the Company, the Company received net proceeds of $478,000.

Issuance of Common Stock on Private Offering

During the nine months ended September 30, 2025, the Company received net proceeds of $762,000 from the sale of 508,001 shares of common stock at $1.50 per share, as part of a private placement.

Common Stock Issuable

At September 30, 2025, 350,843 shares of common stock with an aggregate value of $350,843 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements.

Nine Months Ended September 30, 2024

Common Shares Issued on Vesting of Restricted Stock

During the nine months ended September 30, 2024, the Company issued 241,666 shares on vesting of restricted common stock to its employees and executive.

Issuance of Common Stock for Services

During the nine months ended September 30, 2024, the Company issued 50,000 shares of common stock with a fair value of $217,500, or $4.35 per share, to a consultant for services rendered.

F-20

Issuance of Private Placement of Common Stock

During the nine months ended September 30, 2024, the Company received net proceeds of $2,921,500 from the sale of 1,467,000 shares of common stock at $2.00 per share, as part of a private placement.

Common Stock Issuable

At December 31, 2023, 383,343 shares of common stock with an aggregate value of $383,000 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the nine months ended September 30, 2024, the Company issued 32,500 shares of common stock, leaving 350,843 shares of common stock issuable in the accompanying consolidated financial statements at September 30, 2024.

12. Share-Based Compensation

Summary of Restricted Common Stock

The following table summarizes restricted stock activity during the nine months ended September 30, 2025:

Schedule of Restricted Stock

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2024		1,320,834			-		$	4,531,224		$	3.43
Granted		450,000			-			405,000			0.90
Vested		(412,497	)		412,497			-			-
Forfeited		-									-
Issued		-			(412,497	)		(1,559,626	)		-
Balance, September 30, 2025		1,358,337			-		$	3,376,598		$	2.49

On February 1, 2025, the Company granted its Chief Executive Officer 250,000 shares of the Company’s restricted stock and granted 200,000 shares of the Company’s restricted stock to two other officers with an aggregate fair value of $405,000 or $0.90 per share. The restricted stock grant vest monthly over a 36-month period.

During the nine months ended September 30, 2025 and 2024, the Company recognized stock compensation expense of $1,559,627 and $1,589,609 and issued 412,501 and 241,666 shares of restricted stock, respectively, based upon its vesting term of the grants. As of September 30, 2025, the unamortized stock compensation expense amounted to $3,376,598, to be expensed upon vesting in future periods through February 2028.

Summary of Stock Options

A summary of stock option activity is presented below:

Schedule of Stock Options

	Number of			Weighted Average
	Options			Exercise Price

Stock options outstanding at December 31, 2024		4,122,830		$	4.28
Granted		1,170,000			0.92
Exercised		-			-
Expired or forfeited		(1,245,608	)		(4.52	)
Stock options outstanding at September 30, 2025		4,047,222		$	3.11
Stock options exercisable at September 30, 2025		2,438,611		$	3.39

F-21

On February 1, 2025, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 1,170,000 shares of the Company’s common stock to its executives and employees. The stock options vest over 36 months equally. The stock options are exercisable at a weighted average price of $0.92 per share with an average life to expiration of approximately three years. The total fair value of these options at grant date was approximately $1,073,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $0.92 per share, expected term of 6.00 years, volatility of 241%, dividend rate of 0%, and weighted average risk-free interest rate of 4.45%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the nine months ended September 30, 2025 and 2024, the Company recognized $2,843,690 and $6,574,603 of stock compensation expense relating to vested stock options. As of September 30, 2025, the aggregate amount of unvested compensation related to stock options was approximately $1,934,542 which will be recognized as an expense as the options vest in future periods through February 2028.

The weighted average remaining contractual life of common stock options outstanding at September 30, 2025, was 8.67 years. Based on a fair market value of $1.06 per share on September 30, 2025, the intrinsic value attributed to exercisable but unexercised common stock options was $138,986 at September 30, 2025.

The exercise prices of common stock options outstanding and exercisable at September 30, 2025 are as follows:

Exercise Prices		Options Outstanding (Shares)		Options Exercisable (Shares)
$	0.92		992,222		237,778
$	1.05		7,500		7,500
$	1.25		24,000		24,000
$	1.50		400,000		400,000
$	3.35		61,000		61,000
$	4.22		2,562,500		1,708,333
			4,047,222		2,438,611

13. Commitments and Contingencies

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.

14. Segment Information

The Company operates and manages its business as one reportable and operating segment concentrating on the sale of gift cards and discount certificates to our customers. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company derives revenue primarily in the United States of America and manages its business activities on a consolidated basis.

The Company’s chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information presented on a consolidated basis and decides how to allocate resources based on net loss. Consolidated net loss is used for evaluating financial performance. The monitoring of budgeted versus actual results is used in assessing performance of the Company and in establishing management’s compensation.

F-22

Significant segment expenses include employee compensation, stock-based compensation, merchant fees, and consulting and outside provider costs. Other operating expenses include all remaining costs necessary to operate our business and primarily include advertising, corporate compliance, and overhead expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:

		1			2			3			4
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Net Sales	$	18,783,908		$	23,210,850		$	61,961,652		$	64,753,246
Cost of sales		15,036,367			20,220,237			50,776,850			55,244,862
Gross profit		3,747,541			2,990,613			11,184,802			9,508,384

Operating expenses
Employee compensation and benefits		1,619,089			1,314,088			5,035,093			4,566,612
Stock-based compensation expense		1,473,065			2,236,394			4,883,072			9,762,314
Merchant and bank fees		1,005,555			966,331			3,116,560			2,768,748
Facility costs		159,953			198,807			469,832			444,686
Consulting and outside provider costs		770,342			649,334			2,182,755			2,351,387
Depreciation of capitalized software costs		161,543			254,292			483,832			935,766
Amortization of intangible assets		585,349			607,917			1,686,328			1,823,751
Other operating expenses		460,313			543,649			1,560,187			1,061,167
Total operating expenses		6,235,209			6,770,812			19,417,659			23,714,431
Loss from operations	$	(2,487,668	)	$	(3,780,199	)	$	(8,232,857	)	$	(14,206,047	)

15. Subsequent Events

After September 30, 2025, the Company sold 253,333 shares of Common Stock and received proceeds net of expenses of $283,964, utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

F-23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2024, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

Background

On September 4, 2024, our Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references to RDE, Inc. have been changed to Giftify, Inc.

On August 6, 2024, The Nasdaq Stock Market granted our application for listing on the Nasdaq.

On May 29, 2025, we acquired Takeout7, Inc (“Takeout7”). Takeout7 is a restaurant technology company offering comprehensive online ordering solutions through its TakeOut7 platform and AI-powered digital marketing services through its Platr platform. The acquisition of Takeou7 expands our technology offerings to include end-to-end solutions for independent restaurants.

On August 18, 2023, we entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of accounting. CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.

On March 1, 2020, we acquired the assets of Restaurant.com, Inc., a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand.

Business Overview

We have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com.

CardCash

CardCash operates as a leading gift card exchange platform, facilitating the purchase and sale of unwanted gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market.

CardCash’s core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases.

CardCash purchases unwanted gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards.

With advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception.

Restaurant.com

Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 10,000 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles.

Restaurant.com Business to Customer Division

To our database of 6.2 million customers, we sell:

● Discounted certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire.

● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for nine months.

● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase.

Restaurant.com Business to Business Division

We sell certificates and Discount Dining Passes to corporations and marketers, which use them to:

	●	generate new customers;

	●	increase sales at the point of sale;

	●	reward points/customer loyalty;

	●	convert to paperless billing and auto-bill payment;

	●	motivate specific customer behavior such as free home repair estimates and test drives for auto dealers;

	●	renew subscriptions and memberships; and

	●	address customer service issues.

Restaurant.com Other Business

We also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue.

Restaurant.com Attractive Customer Demographics

We intend to grow and leverage our customer database of 6.2 million which we believe is of value to merchants for a variety of services and products.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, adversely affected work forces, economies and financial markets globally. The outbreak has negatively impacted our revenues as a result of the temporary closures of restaurants throughout the United States where our discount certificates and Discount Dining Passes were accepted and where dining was being restricted to outdoor locations or to capacity constraints for indoor dining. Our revenues from purchase of our discount certificates in 2020, 2021 and 2022 declined since they could only be redeemed when dining in the restaurants and also were not accepted for payment by third-party platforms that facilitated ordering and delivery of food on-demand. As the COVID-19 pandemic has abated, our revenues improved in fiscal 2023.

How We Measure Our Business

We use operating metrics to assess the progress of our business and make strategic decisions. Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures. As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under the Non-GAAP Financial Measures section.

Operating Metrics

●

Gross billings are the total dollar value of customer purchases of goods and services. Gross billings are presented net of customer refunds and order discounts. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who will provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant’s share of the transaction price. Gross billings are an indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.

A reconciliation of our net sales (as reported) to our gross billings for the three and nine months ended September 30, 2025 and 2024 were as follows:

	Three Months Ended September 30,							Nine Months Ended September 30,
	2025		2024		Change %			2025		2024		Change %
Net sales (as reported)	$	18,783,908	$	23,210,850		-19.1	%	$	61,961,952	$	64,753,246		-4.3	%
Company costs of Agent Transactions (see discussion below)		20,302,632		7,130,276		184.7	%		49,216,416		25,042,449		96.5	%
Gross billings	$	39,086,540	$	30,341,126		28.8	%	$	111,178,068	$	89,795,695		23.8	%

Inflation

Global inflation also increased during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated changes in our operating costs and how that may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected.

Going Concern

The Company has a history of reporting net losses. At September 30, 2025, the Company had cash of $4,021,227 available to fund its operations, including expansion plans, and to service its debt, and a negative working capital of $1,537,994.

Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities.

As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

Revenue Recognition

We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. Based on the Company’s business model, it is sometimes necessary to determine whether we are acting as a principal or an agent in revenue-generating arrangements.

The following table reconciles the recording of the Company’s gross vs. net transactions to the Company’s reported net sales.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Gross revenue (Principal Transactions)	$	17,452,759	$	22,752,858	$	58,491,130	$	63,098,877
Net revenue (Agent Transactions)		1,331,149		457,992		3,470,522		1,654,369
Net Sales	$	18,783,908	$	23,210,850	$	61,961,652	$	64,753,246

The increase in net revenue recognized as agent increased $873,157, or 191%, during the three months ended September 30, 2025, as compared to the prior year period. For the nine months ended September 30, 2025, net revenue recognized as agent increased $1,816,153, or 110%, as compared to the prior year period. The increase over the previous year was due to the sale of gift cards related to cruise line operators, fluctuations in the types of gift cards sold, and changes in the number of customer orders in which the Company acted as an agent.

Results of Operations – Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024

Operating Metrics

Our gross billings for the three months ended September 30, 2025 and 2024 were as follows:

	Three Months Ended September 30,
	2025		2024		Change %
Gross billings	$	39,086,540	$	30,341,126		28.8	%

Gross billings increased 28.8% during the three months ended September 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fee and commission we retain from the sale of discounted merchant gift cards.

Financial Results

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,
	2025			2024
	(Unaudited)			(Unaudited)

Net Sales	$	18,783,908		$	23,210,850
Cost of sales		15,036,367			20,220,237
Gross profit		3,747,541			2,990,613

Operating Expenses
Selling, general and administrative expenses		5,489,115			5,908,603
Amortization of capitalized software costs		160,745			254,292
Amortization of intangible assets		585,349			607,917
Total operating expenses		6,235,209			6,770,812

Loss from operations		(2,487,668	)		(3,780,199	)

Other income (expense):
Interest expense, net		(133,194	)		(280,953	)
Other income		38,540			-
Total other income (expense), net		(94,654	)		(280,953	)
Net loss before income taxes		(2,582,322	)		(4,061,152	)
Income tax benefit		144,860			-
Net loss	$	(2,437,462	)	$	(4,061,152	)

The following is a discussion of our results of operations.

Net Sales

Net sales for the three months ended September 30, 2025 and 2024, were $18,783,908 and $23,210,850, respectively, a decrease of 19.1%. The decrease in net sales was due to the change in the mix of agent versus principal transactions as discussed above. Merchant gift card sales accounted for approximately 97% and 98% of our net sales for the three months ended September 30, 2025 and 2024, respectively.

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the three months ended September 30, 2025 and 2024, were $15,036,367 and $20,220,237, respectively. Gross profit increased $756,928, or 25.3%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 20.0% and 12.9%, for the three months ended September 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.

Operating Expenses

	Three Months Ended September 30, 2025		Three Months Ended September 30, 2024

Selling, general and administrative expenses	$	5,489,115	$	5,908,603
Amortization of capitalized software costs		160,745		254,292
Amortization of intangible assets		585,349		607,917
Operating expenses	$	6,235,209	$	6,770,812

Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.

Selling, general and administrative expenses were $5,489,115 for the three months ended September 30, 2025, as compared to $5,908,603 for the three months ended September 30, 2024, a decrease of $419,488. The decrease was due to a decrease in stock-based compensation expense of $775,756 during the three months ended September 30, 2025, offset by increased payroll and benefit expenses, marketing and advertising costs, as well as other general expenses to support our business and operations.

Amortization of capitalized software costs

Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $160,745 during the three months ended September 30, 2025, as compared to $254,292 during the three months ended September 30, 2025.

Amortization of intangible assets

Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $585,349 during the three months ended September 30, 2025, as compared to amortization expenses of $607,917 during the three months ended September 30, 2024.

Loss from Operations

For the three months ended September 30, 2025, we incurred a loss from operations of $2,487,668, as compared to a loss from operations of $3,780,199 for the three months ended September 30, 2024. The decrease in loss from operations was due to our increased gross profit being offset by decreased stock-based compensation expense as discussed above.

Other Expenses, Net

For the three months ended September 30, 2025, we incurred interest expense, net of $133,194, as compared to interest expense, net of $280,953 for the three months ended September 30, 2024. The decrease in interest expense was due to our decreased debt balances. We also recorded additional income of $38,540 for the three months ended September 30, 2025, which did not occur in the prior year period.

Income Tax Benefit

For the three months ended September 30, 2025, we realized an income tax benefit of $144,860 as compared to an income tax benefit of $0 for the three months ended September 30, 2024.

Net Loss

We realized a net loss of $2,437,462 for the three months ended September 30, 2025, as compared to a net loss of $4,061,152 for the three months ended September 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, and an income tax benefit, as discussed above.

Modified EBITDA

In addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended September 30, 2025 and 2024 (unaudited):

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024

Net Loss	$	(2,437,462	)	$	(4,061,152	)

Modified EBITDA adjustments:
Income taxes		(144,860	)		-
Interest expense, net		133,195			280,953
Other income		(38,540	)		-
Amortization of intangible assets		585,349			607,917
Amortization of capitalized software costs		160,745			254,292
Stock option and other noncash compensation		1,473,065			2,248,821
Total Modified EBITDA adjustments		2,168,954			3,391,983

Modified EBITDA	$	(268,508	)	$	(669,169	)

We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

	●	Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

	●	Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	●	Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

	●	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

Results of Operations – Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

Operating Metrics

Our gross billings for the nine months ended September 30, 2025 and 2024 were as follows:

	Nine Months Ended September 30,
	2025		2024		Change %
Gross billings	$	111,178,068	$	89,795,695		23.8	%

Gross billings increased 23.8% during the nine months ended September 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fee and commission we retain from the sale of discounted merchant gift cards.

Financial Results

GIFTIFY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine Months Ended September 30,
	2025			2024
	(Unaudited)			(Unaudited)

Net Sales	$	61,961,652		$	64,753,246
Cost of sales		50,776,850			55,244,862
Gross profit		11,184,802			9,508,384

Operating Expenses
Selling, general and administrative expenses		17,247,499			20,954,914
Amortization of capitalized software costs		483,832			935,766
Amortization of intangible assets		1,686,328			1,823,751
Total operating expenses		19,417,659			23,714,431

Loss from operations		(8,232,857	)		(14,206,047	)

Other income (expense):
Interest expense, net		(484,362	)		(790,471	)
Other income		38,540			-
Total other income (expense), net		(445,822	)		(790,471	)
Net loss before income taxes		(8,678,679	)		(14,996,518	)
Income tax (expense) benefit		434,076			-
Net loss	$	(8,244,603	)	$	(14,996,518	)

The following is a discussion of our results of operations.

Net Sales

Net sales for the nine months ended September 30, 2025 and 2024, were $61,961,652 and $64,753,246, respectively, a decrease of 4.3%. The decrease in net sales was due to the change in the mix of agent versus principal transactions as discussed above. Merchant gift card sales accounted for approximately 98% and 98% of our net sales for the nine months ended September 30, 2025 and 2024, respectively.

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the nine months ended September 30, 2025 and 2024, were $50,776,850 and $55,244,862, respectively. Gross profit increased $1,676,418, or 17.6%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 18.1% and 14.7%, for the nine months ended September 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.

Operating Expenses

	Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024

Selling, general and administrative expenses	$	17,247,499	$	20,954,914
Amortization of capitalized software costs		483,832		935,766
Amortization of intangible assets		1,686,328		1,823,751
Operating expenses	$	19,417,659	$	23,714,431

Selling, general and administrative expenses were $17,247,499 for the nine months ended September 30, 2025, as compared to $20,954,914 for the nine months ended September 30, 2024, a decrease of $3,707,415. The decrease was due to a reduction in stock-based compensation expense of $4,879,170 during the nine months ended September 30, 2025, offset by increased payroll and benefits expenses, marketing and advertising costs, and other general expenses to support our business.

Amortization of capitalized software costs.

Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $483,832 during the nine months ended September 30, 2025, as compared to $935,766 during the nine months ended September 30, 2024.

Amortization of intangible assets.

Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,686,328 during the nine months ended September 30, 2025, as compared to amortization expenses of $1,823,751 during the nine months ended September 30, 2025.

Loss from Operations

For the nine months ended September 30, 2025, we incurred a loss from operations of $8,232,857, as compared to a loss from operations of $14,206,047 for the nine months ended September 30, 2024. The decrease in loss from operations was due to our increased gross profit offset by decreased stock-based compensation expense as discussed above.

Other Expenses, Net

For the nine months ended September 30, 2025, we incurred interest expense, net of $484,362, as compared to interest expense, net of $790,471 for the nine months ended September 30, 2024. The decrease in interest expense was due to our decreased debt balances. We also recorded additional income of $38,540 for the nine months ended September 30, 2025, which did not occur the prior year period.

Income Tax Benefit

For the nine months ended September 30, 2025, we realized an income tax benefit of $434,076 as compared to an income tax benefit of $0 for the nine months ended September 30, 2024.

Net Loss

We realized a net loss of $8,244,603 for the nine months ended September 30, 2025, as compared to a net loss of $14,996,518 for the nine months ended September 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, and an income tax benefit, as discussed above.

Modified EBITDA

Set forth below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2025 and 2024 (unaudited):

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024

Net Loss	$	(8,244,603	)	$	(14,996,518	)

Modified EBITDA adjustments:
Income taxes		(434,076	)		-
Interest expense, net		484,362			790,471
Other income		(38,540	)		-
Amortization of intangible assets		1,686,328			1,823,751
Amortization of capitalized software costs		483,832			935,766
Loss on fair value of stock issued on vendor settlement		33,750			-
Bad debt expense		100,810			-
Stock option and other noncash compensation		4,879,170			9,762,241
Total Modified EBITDA adjustments		7,195,636			13,312,229

Modified EBITDA	$	(1,048,967	)	$	(1,684,289	)

	●	Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

	●	Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	●	Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

	●	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

Liquidity and Capital Resources

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern.

As reflected in the accompanying financial statements, for the nine months ended September 30, 2025, the Company recorded a net loss of $8,244,603 and used cash in operations of $496,067. Cash used in operations was primarily for working capital. As of September 30, 2025, we had a cash balance of $4,021,227. We have an aggregate note payables principal balance of $1,750,000 due in December 2025, for which we are evaluating repayment through a combination of a private issuance of common stock, selling shares in the open market utilizing our At-the-Market (ATM) facility, and using a portion of our existing cash balance.

Historically, we have financed our operations through existing cash balances, public and private issuance of common stock, term loans and credit lines from financial institutions.

As of the issuance date of the financial statements included in this Quarterly Report on Form 10-Q, management expects that the Company’s existing cash of $4,021,227 cash generated from operations to last until March 31, 2026.

To alleviate any funding considerations, management periodically evaluates various funding alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, strategic transactions, or through obtaining credit from financial institutions. As we seek additional sources of financing, there can be no assurance that such financing will be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.

We are also continuing to take actions to improve the Company’s operating performance and cash generated from operations, including product optimization, implementing strategies to increase sales, streamlining operations, negotiating equitable vendor contracts, and managing product price. However, we may be unsuccessful in executing these actions in a timely manner or at all.

If the Company is unable to raise additional capital whenever necessary or otherwise improve its operating performance or generation of cash from operations, it may be forced to decelerate or curtail certain of its operations until such time as additional capital becomes available.

Our consolidated statements of cash flows as discussed herein are presented below.

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024

Net cash used in operating activities	$	(496,067	)	$	(2,858,368	)
Net cash provided by (used in) investing activities		109,543			(674,646	)
Net cash provided by financing activities		105,909			2,028,837
Net increase (decrease) in cash and cash equivalents	$	(280,615	)	$	(1,504,177	)

Operating Activities

Cash provided by or used in operating activities primarily consists of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities.

Cash used in operating activities for the nine months ended September 30, 2025 was $496,067 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.

Cash used in operating activities for the nine months ended September 30, 2024 was approximately $2,858,368 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.

Investing Activities

Cash provided by investing activities for the nine months ended September 30, 2025 was $109,543, which was from cash received on an acquisition.

Cash used in investing activities for the nine months ended September 30, 2024 was $674,646, which was for capital expenditures for software development costs.

Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2025 was $105,909, which was from proceeds of $3,058,577 on the sale of common stock, net proceeds of $985,000 from a note payable, offset by repayment of our line of credit balance of $1,111,345, and repayment of our notes payable of $2,826,323.

Cash provided by financing activities for the nine months ended September 30, 2024 was $2,028,837, which was from proceeds of $3,054,073 on the sale of common stock, proceeds from notes payable of $1,978,000, offset by repayment of our line of credit of $2,503,236, and payment of $500,000 on our acquisition obligation.

Going Concern

Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.

We have a history of reporting net losses. At September 30, 2025, we had cash of $4,021,227 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $1,537,994. We anticipate our cash balance will last until March 2026. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm has included an explanatory paragraph in their report with respect to this uncertainty that accompanies the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024. The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited consolidated financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.

As market conditions present uncertainty as to our ability to secure additional funds, there can be no assurances that we will be able to secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations. There is also significant uncertainty as to the amount and type of financing available to us in the future.

If we are unable to obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely.

Critical Accounting Policies and Estimates

The following discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

The Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants.

Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when the risk and title to the product transfers to the customer upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.

Share-Based Compensation

Acquisitions and Business Combinations

Recent Accounting Pronouncements

See discussion of recent accounting pronouncements in Note 1 to the accompanying financial statements.

Off-Balance Sheet Arrangements

At September 30, 2025 and December 31, 2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024, and have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below in the subsection titled “Management’s Annual Report on Internal Control over Financial Reporting.

Notwithstanding the identified material weakness, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

On December 29, 2023, the Company completed the acquisition of CardCash Exchange Inc (“CardCash”). As a result of the merger, the Company adopted the controls and procedures of CardCash.

Inherent Limitations on Effectiveness of Controls

Management does not expect the Company’s disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s controls and procedures are designed to provide reasonable assurance that control system’s objective will be met, and the CEO and CFO have concluded that the Company’s disclosure controls and procedures are ineffective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined by Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2024, the Company’s internal controls over financial reporting were not effective.

We identified a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

As previously reported, the material weaknesses continued to exist as of December 31, 2024, relating to the Company did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, Company did not design and maintain effective program change management controls to ensure that access to information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, documented, tested, authorized and implemented appropriately.

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

In response to the material weaknesses identified in “Management’s Reporting on Internal Control Over Financial Reporting,” we, with oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weakness. Ongoing remediation activities include:

	●	Continue to design and implement ITGCs, focusing on user access controls, periodic access reviews, and change management;
	●	Continue to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data; and
	●	Continue to provide training to our control operators.

We believe the foregoing efforts will effectively remediate the material weaknesses described in “Management’s Report on Internal Control Over Financial Reporting.” Because the reliability of the internal control process requires repeatable execution, the successful on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls are effective

Remediation of Previously Identified Material Weaknesses

In the year ending December 31, 2023, we had the following material weakness:

The Company did not maintain adequate segregation of duties consistent with control objectives. Specifically, certain personnel had the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations.

As of December 31, 2024, management implemented the following to address the previously identified material weakness.

	●	hiring a Chief Financial Officer in August 2024, who has extensive experience leading public companies;
	●	executing plans to remediate control deficiencies and performing a risk assessment under the COSO framework; and
	●	ensuring optimal segregation of duties and levels of oversight.

Management determined these controls were in place and were effectively operating for a sufficient period of time as of December 31, 2024 and, therefore, the previously identified material weakness related to inadequate segregation of duties were remediated as of December 31, 2024.

There are, however, inherent limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected. While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement and diligent review of our internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith as a part of this report.

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)

32.1**		Section 1350 Certification of Chief Executive Officer

32.2**		Section 1350 Certification of Chief Financial Officer

101.INS†		Inline XBRL Instance Document

101.SCH†		Inline XBRL Taxonomy Extension Schema Document

101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.+ Management contract or compensatory plan or arrangement.

† Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GIFTIFY, INC.

Date: November 10, 2025	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and Chief Executive Officer

GIFTIFY, INC. 10-Q