UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~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 of incorporation)		(I.R.S. Employer Identification No.)

1100 Woodfield Road, Suite 510, Schaumburg, IL		~~60173~~60172
(Address of principal executive offices)		(Zip Code)

(847) 506-9680

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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		GIFT		Nasdaq

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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 Act). ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and directors) as of June 30, ~~2024~~2025 was $6228,~~527~~006,~~895~~835.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There ~~were~~ 29were 33,~~118~~642,~~407~~312 shares of Common Stock outstanding as of ~~March~~February 2127, ~~2025~~2026.

TABLE OF CONTENTS

PART I	3
Item 1. Business	3
Item 1A. Risk Factors	12
Item 1B. Unresolved Staff Comments	3028
Item 1C. Cybersecurity	3028
Item 2. Properties	3129
Item 3. Legal Proceedings	3129
Item 4. Mine Safety Disclosures	3129
PART II	3229
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3229
Item 6. Selected Financial Data	3330
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3330
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	4541
Item 8. Financial Statements and Supplementary Data	4642
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4743
Item 9A. Controls and Procedures	4743
Item 9B. Other Information	4744
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4744
PART III	4845
Item 10. Directors, Executive Officers and Corporate Governance	4845
Item 11. Executive Compensation	5350
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5855
Item 13. Certain Relationships and Related Transactions, and Director Independence	5956
Item 14. Principal Accountant Fees and Services	5956
PART IV	6057
Item 15. Exhibits, Financial Statement Schedules	6057
Item 16. Form 10-K Summary	6057

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry, our beliefs, and assumptions.

We use words such as “may,” “will,” “could,” “should,” “anticipate,” “expect,” “intend,” “project,” “plan,” “believe,” “seek,” “assume,” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in the section entitled “Risk Factors.” You should not place undue reliance on these forward-looking statements because the matters they describe are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this Annual Report on Form 10-K (“Annual Report”) under the captions “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other documents that we may file with the Securities and Exchange Commission (“SEC”), all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this Annual Report.

PART I

ITEM 1. BUSINESS

As used in this Annual Report, the terms “we,” “us,” “our,” and the “Company” refer to Giftify, Inc., a Delaware corporation, and its consolidated subsidiaries.

Giftify owns and operates Restaurant.com, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Our profile fundamentally changed with the acquisition of CardCash Exchange, Inc. (“CardCash”) in December 2023. CardCash buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. CardCash’s core service offering includes the buying and selling of gift cards from over 1,100 retailers, including Target, Home Depot, Starbucks, and TJ Maxx, among others.

The acquisition and integration of CardCash ~~has~~have changed our financial position, market profile, and brand focus, and ~~has~~have also expanded ~~our~~ our short-term search for additional business opportunities ~~in the short-term~~, both internal and external.

We believe the CardCash acquisition added valuable attributes, including (1) CardCash’s brand awareness and acceptance from the consumer;, and (2) experienced management.

	●	Brand awareness – CardCash ~~was~~has ~~initially~~been ~~formed~~in ~~approximately~~business 15since ~~years ago~~2009, and we believe this history, along with a strong marketing push ~~along~~across multiple ~~fronts~~channels, ~~have~~has led to strong consumer awareness and acceptance.
	●	Experienced management – As part of the CardCash acquisition, members of the executive leadership team of CardCash have joined us. Elliot Bohm, President of CardCash prior to the merger with Giftify, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of Giftify. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with Giftify, continues to serve as Chief Operating Officer of CardCash following the ~~closing of the~~ merger’s closing.

We are an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act of 2012. As an EGC, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation.Acquisitions

~~Merger with~~On ~~CardCash~~May ~~Exchange~~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 issued and outstanding equity of Takeout7 for $609,000, consisting of the issuance of 350,000 shares of the Company’s common stock. In early 2026, Takeout7 and its operations were merged into our subsidiary, Restaurant.com.

On December 29, 2023, ~~Giftify,~~the ~~Inc.~~Company completed the acquisition of CardCash ~~Exchange, Inc~~. ~~(“CardCash”).~~ The acquisition was made pursuant to a plan of merger agreement dated August 18, 2023, between Giftify, Inc., and Elliott Bohn, in his capacity as stockholder representative for CardCash’s stockholders. The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash’s stockholders for $26,682,000, made up of 6,108,007 shares of Giftify’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash ~~(including $250~~,~~000~~ ~~advanced in October 2023),~~ and the issuance of notes payable for $1,500,000.

Our Business

We have two principal divisions, Business-to-Consumer (B2C) and Business-to-Business (B2B), for both CardCash and ~~for~~ Restaurant.com.

CardCash

CardCash ~~operates~~is as a leading gift card exchange platform, ~~facilitating~~that facilitates the purchase and sale of unused gift cards at discounted rates for ~~both~~ consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals ~~looking~~seeking to maximize the value of their gift cards ~~while~~and ~~also~~to ~~offering~~offer 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 unused gift cards at a ~~value~~discount ~~lower~~to ~~than~~ their face ~~worth~~value and ~~subsequently~~resells ~~retails~~ them to discerning shoppers nationwide at a ~~discounted~~discount ~~rate~~ to ~~discerning shoppers~~face ~~nationwide~~value. This avenue not only allows individuals to ~~obtain~~redeem ~~cash~~unwanted ~~for their unneeded~~ gift cards for cash but also enables them to make cost-effective purchases with ~~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.

In addition to its consumer-focused operations, CardCash provides white-label solutions for brands, allowing them to integrate gift card exchange capabilities into their own platforms. Major retailers ~~like~~such as Amazon, Best Buy, CVS, and Dell have ~~capitalized~~leveraged on these solutions to enhance their customer offerings and drive additional revenue ~~streams~~from ~~through~~ gift cards without compromising product value.

By fostering a mutually beneficial ecosystem, CardCash~~.com~~ ~~drives~~enables ~~a scenario where~~ consumers and businesses ~~effortlessly~~to trade unwanted gift cards ~~while others access these cards at discounted rates~~, ~~simultaneously~~and ~~benefiting~~ merchants benefit as unused ~~gift~~ cards are ~~utilized to~~converted ~~convert financial liabilities~~ into revenue.

Furthermore, CardCash facilitates ~~Business-to-Business (~~B2B) exchanges, enabling companies to efficiently manage surplus gift card inventory and procure gift cards in bulk for various business needs. This service not only benefits businesses but also contributes to a thriving gift card market projected to reach $400 billion by 2026.

Moreover, CardCash is committed to social responsibility through partnerships with charitable organizations. Initiatives ~~like~~such as the collaboration with Charity On Top ~~for~~on fundraising efforts during natural disasters showcase CardCash’s dedication to giving back to the community. Partnerships with reputable institutions such as St. Jude’s Research Hospital demonstrate CardCash’s commitment to supporting critical causes and making a positive impact.

Among its offerings, CardCash Incentives provides new gift cards for over 300 brands at discounted rates, ~~catering~~helping to businesses ~~seeking~~drive employee engagement and customer loyalty through customized gift card solutions. The recent introduction of the CardCash uChoose platform further enhances the Company’s portfolio by ~~offering~~enabling businesses ~~the option~~ to ~~provide~~offer gift ~~card~~cards ~~choices~~ from a wide selection of brands to recipients.

Overall, CardCash’s multifaceted approach to the gift card market, coupled with its focus on innovation and social impact, positions the Company as a key player in the industry with a strategic vision for continued growth and success.

CardCash Growth Plans

CardCash intends to grow its current four business channels, bulk to bulk, bulk to retail, retail to bulk, and retail to retail, to take ~~advantage~~ advantage of the projected expansion by 2026 of the global market for gift cards to $400 billion (see “Business - Pending Acquisition – CardCash Exchange, Inc.”) as follows:

● Increase Access to Strategic Partnerships and Expanded Data. CardCash intends to transition from ~~having~~operating its own online platform for both consumers and repeat high-volume ~~sellers of~~ gift ~~cards~~card sellers to operating exchanges. CardCash currently operates approximately 25 branded exchanges. CardCash is focusing on three business growth concepts:

Branded Exchange for Retailer Partnerships

CardCash intends to increase the number of gift card exchanges on partner websites to send traffic to CardCash.com. CardCash launched its first branded exchange partnership with CVS Pharmacy in 2012 and ~~experienced~~saw anincreased ~~increase in the amount of~~ spending byfrom both new and existing customers. In 2017, CardCash and Amazon launched a branded exchange, which has ~~grown~~since tobecome be CardCash’s most successful partnership to date. In 2023, Mastercard and Amazon led all CardCash -branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively.

CardCash Checkout

CardCash is developing ~~the~~ technology tothat ~~allow~~enables retailers to accept any gift card, anywhere, at any time, toreducing ~~reduce the~~ combined interchange ~~fee for~~fees for businesses, ~~result~~increasing incustomer ~~new-found~~value, ~~money for customers~~ and ~~increase~~increasing ~~the~~ average ~~amount~~purchase ~~purchased~~amount. CardCash profits by selling the card on the secondary market,. ~~the~~The transaction isoriginates ~~sourced~~at ~~from the point of~~ checkout, and bythe ~~not~~card’s ~~being~~absence on CardCash’s website, ~~represents a~~continues ~~perpetuating~~to route through the network.

CardCash Giving

The purpose of this concept is to allow consumers to pay for their retail purchases with gift cards and to have the charity of their choice receive a donation, thereby increasing the appeal of using CardCash at checkout. CardCash has developed this donation platform to allow customers to use the power of their shopping to support the charity of their choice. CardCash has an existing partnership with St. Jude Children’s Research Hospital that allows customers to spend gift cards anywhere they want while donating to cutting-edge medical research. The giving platform works by (i) CardCash negotiating 5% - 20% discounts on the gift cards, (ii) splitting that discount 70/30 with the charity, and (iii) giving the retailer a tax write-off of 70%. Through CardCash’s platform, consumers can, for example, help families pay down student loan debt and contribute to research ~~and~~on ~~awareness for~~ childhood illnesses, and to awareness and improved heart health~~, etc~~.

● Increase Marketing Efforts. CardCash intends to increase its marketing to retailers and consumers to accelerate ~~its sales of~~ gift ~~cards~~card sales.

●

Increase Profit Margins. CardCash intends to shift its cost structure to enable it to process 4-5X its current gift card volume at a very slight increase in costs. CardCash believes that more efficient use of machine-learning transaction processing, combined with richer data from a strategic subset, can enable it to scale its model to meet the needs of the gift card market. CardCash is seeking a strategic investment and collaboration, in addition to what it receives from its merger with Giftify, to deliver data synergies and higher margins through more reliable processing. While the bulk-to-bulk channel is expected to represent the largest contributor of CardCash’s sales in the years to come, the other three channels are projected to grow at a faster rate and account for an aggregate 50% of sales over the next two years. CardCash expects to drive top-line growth by adding new branded exchange partnerships, which are expected to attract more users and increase demand for other services. CardCash currently has a 16.8% gross margin for its four revenue streams combined. CardCash anticipates that its gross margins will increase by approximately 8% over the next two years, driven by retail-sourced inventory and retail sales. CardCash focuses on maximizing inventory sourced through checkout and branded exchange initiatives to drive significant volume in the secondary market and achieve higher gross margins.

● Increase Profit Margins. CardCash intends to shift its cost structure to allow it to process scalable volumes of 4-5X its current number of gift cards with a very slight increase in cost. CardCash believes that a more efficient use of machine learning transaction processing with richer data from a strategic subset can empower it to scale its model to meet the needs of the gift card market. CardCash is seeking a strategic investment and collaboration, in addition to what it receives by its merger with Giftify, to bring data synergy and higher margins from more reliable processing. While the bulk-to-bulk channel is expected to represent the largest contributor of CardCash’s sales in the years to come, the other three channels are projected to grow at a faster rate and account for an aggregate 50% of sales over the next two years. CardCash expects to drive top-line growth by adding new branded exchange partnerships that in turn are expected to generate more users and increase demand for other services. CardCash currently has a 13.0% gross margin for its four revenue streams combined. CardCash anticipates that its gross margins will increase approximately 8% in the next two years based on retail-sourced inventory and retail sales. CardCash’s focus is to maximize inventory sourced through checkout and branded exchange initiatives to drive significant volume on the secondary market and generate higher gross margins.

Restaurant.com Business to Customer Division

Our B2C division accounted for approximately 5015% of gross revenue in our fiscal year ended December 31, ~~2024~~2025. 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 six 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~~offerings (“Specials”), generating significantly ~~greater~~higher revenue per customer ~~when~~than ~~compared to~~ purchasing our other products. The average order value for these Specials sales is nearly five times that of a certificate purchase. ~~Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2023.~~ We believe that our relationships with small businesses ~~presents~~present a significant revenue opportunity through ~~such~~ such cross-promotions.

Restaurant.com Business to Business Division

Our B2B division accounted for approximately 5085% of ~~our~~ gross revenue infor ~~our~~the fiscal year ended December 31, ~~2024~~2025. We sell certificates and Discount ~~Dining~~ 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~~from third-party offers and display ~~ad revenue~~ads. 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.

Marketing

We primarily use marketing to acquire and retain high-quality merchants and customers and promote awareness of our marketplaces.

We use a variety of marketing channels to ~~make~~raise ~~customers~~customer ~~aware~~awareness of ~~the~~our offerings, including search engines, email, ~~and~~ affiliate partnerships, and social media.

Search engines. Customers can access our offerings indirectly through third-party search engines. We use search engine optimization and search engine marketing to increase the visibility of our offerings in web search results.

Email. We communicate our offerings ~~through~~via email to ~~our~~ customers based on their ~~locations~~location and personal preferences. A customer who interacts ~~with~~ with an email is directed to our website and mobile applications to learn more about the deal and to make a purchase.

Social. We publish ~~offerings~~content ~~through~~across various social networks and ~~adapt~~tailor our marketing to ~~the particular format of~~ each ofplatform’s ~~these social networking platforms~~format. Our website and mobile applications enable consumers to share our offerings with their personal social networks. We also promote our offerings using display advertising on websites.

Offline. We use offline marketing channels, such as print, to ~~help~~ build ~~awareness of~~ brand awareness.

Distribution

We distribute our deals directly through ~~several platforms:~~ email, our websites, ~~our~~ mobile ~~applications~~apps, and social networks. We also utilize various affiliate partnerships to display and promote our deals on their websites, such as with AMAC, Groupon, MemberHub and others.

We also use various customer loyalty and reward programs to build brand loyalty, generate traffic to the website and provide business clients with the opportunity to offer incentives to their customers to receive discounts and Discount Dining Passes. When customers ~~perform qualifying~~complete ~~acts~~qualifying actions, such as providing a referral to a new subscriber or participating in promotional offers, we grant ~~the~~them ~~customer~~ credits that ~~can~~ can be redeemed for future awards, such as free or discounted services or goods ~~in the future~~.

Email. The emails for restaurant discount certificates ~~for~~include ~~restaurants contain~~ one headline, ~~deal with~~ a full description of the deal, and a sampling of dining deals ~~which are~~ available ~~within~~in athe customer’s market. The emails for Specials by Restaurant.com ~~include~~feature ~~featured~~ travel, entertainment, and wine deals, inas well ~~addition~~as ~~to various~~ other product ~~deals~~offers.

Websites. Visitors are prompted to register as a customer when they first make a purchase on our websites and thereafter use the website as a portal ~~for~~ to redeem discount certificates for restaurants, complementary entertainment, ~~and~~ travel offerings, and consumer products.

Mobile Applications. Consumers also access our deals through our mobile applications, ~~which are~~ available at no additional cost on ~~the~~ iPhone and Android~~, mobile operating systems~~. We launched our first mobile application in 2012 and our applications have been downloaded over 6.0 million times since then. These applications enable consumers to browse, purchase, manage and redeem deals on their mobile devices.

Social Networks. We publish our daily deals ~~through~~across various social networks, ~~adapt~~tailoring ~~and~~ our marketing to ~~the particular format of~~ each ofplatform’s ~~these social networking platforms~~format. Our website and mobile application interfaces enable our consumers to share our offerings to their personal social networks.

Operations

Our business operations are divided into the following core functions to address the needs of our merchants and customers.

Marketing. Our marketing department is responsible for managing the Restaurant.com brand, the B2C discount certificate and Specials offerings, creating the promotional calendar, all creative assets used in our marketing channels, such as the website, email, and affiliate partnerships, ~~including~~ including imagery and editorial content, negotiation with affiliate and merchant partners, revenue management, company analytics, and B2B marketing and brand assets. We have an agreement with Commission Junction for a monthly payment of $1,500 to $3,500 that generates potential leads with companies that earn a commission by promoting our discount deals on their websites, for which they receive between 3% to 15% of the revenue we receive from a customer’s purchase of a discount certificate.

Customer Service Representatives. Our customer service representatives can be reached via email 24 hours a day, seven days a week. The customer service team also works with our information technology team to improve the customer experience on the website and mobile applications based on customer feedback.

Technology. We employ technology to improve the experience we offer to customers and merchants, increase the rate at which our customers purchase and enhance the efficiency of our business operations. A component of our strategy is to continue developing and refining our technology. We devote a substantial portion of our resources to developing new technologies and features and improving our core technologies. Our information technology team is focused on the design and development of new features and products, maintenance of our websites and development and maintenance of our internal operations systems.

Competition

CardCash

CardCash faces competition from aseveral ~~number~~firms ~~of competitors~~ but believes ~~that~~ it has key attributes that ~~provide~~give it ~~with~~ a competitive advantage in the market for unused gift cards. The following chart summarizes the principal differences between CardCash and its competitors:

			Other Players
Ability to dictate pricing
Immediate transaction
No-fee transactions
Bulk seller/buyer services
Branded exchange partnerships
Industry Leading Fraud prevention technology
Business model	Principal-based	Marketplace	Various

Although CardCash believes it ~~compete~~competes favorably on the factors described above, it anticipates that larger, more established companies may ~~directly~~ compete directly with it on a principal-based model, and such acompetitors ~~competitor~~ could have greater financial, technical, marketing, and other resources than it does. These competitors may ~~engage~~invest in more ~~extensive~~in research and development ~~efforts~~, ~~undertake~~run more ~~far-reaching~~extensive marketing campaigns, and adopt more aggressive pricing policies, which may ~~allow them to~~ reduce the number of potential consumers and retailers that form the basis of CardCash’s revenue base.

Restaurant.com

We have a substantial number of competing groups buying sites. These competitors offer substantially the same or similar product offerings as us. Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are the following:

	●	discount (e.g., Groupon.com, Entertainment.com);

	●	ratings and reviews communities (Zagat.com, TripAdvisor);

	●	restaurant listings (Yelp, Zomato and OpenTable);

	●	food content (Food Network, Food.com and Epicurious);

	●	eCommerce (Groupon, TravelZoo and Woot); and

	●	takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com).

	We believe the principal competitive factors in our market include the following:

	●	breadth of customer base and number of restaurants featured;

● restaurant listings (Yelp, Zomato and OpenTable); ● food content (Food Network, Food.com and Epicurious); ● eCommerce (Groupon, TravelZoo and Woot); and ● takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com). We believe the principal competitive factors in our market include the following: ● breadth of customer base and number of restaurants featured; ● ability to deliver a high volume of relevant deals to consumers; ● ability to produce high purchase rates for deals among customers; ● ability to generate positive return on investment for merchants; and ● strength and recognition of our brand.

We believe we compete favorably onacross several of the factors described above and plan to ~~increase~~improve our standing in each ~~of these categories~~category. As of December 31, ~~2024~~2025, our customer base was 5.4 million, and ~~during~~in ~~2024~~2025, we featured deals at ~~over~~more than 184,000 restaurants and merchants.

Although we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue to demonstrate the viability of a local e-commerce business model. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing, and other resources, and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer or subscriber base, ~~with~~operate at lower acquisition costs, or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors ~~may~~ may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services ~~that are~~ similar to ~~our~~ours ~~products and services~~ or ~~that~~ achieve greater market acceptance than ~~our products and services~~ours. In addition, although we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor, and we may be unable to compete fairly on such terms.

Regulation

We are subject to anumerous ~~number of~~ foreign and domestic laws and regulations that affect companies conducting business ~~on the internet~~online, many of which are still evolving and could be interpreted in ways that ~~could~~ harm our business. In the United States and abroad, laws ~~relating to~~governing the liability of ~~providers of~~ online ~~services~~service providers for the activities of their users and other third parties are ~~currently~~ being tested ~~by a~~in ~~number~~several ~~of claims~~cases. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services, and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel , and personal privacy apply to the internet, as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, ~~it is possible that~~ governments ofin one or more countries may seek to censor content ~~available~~ on our websites or ~~may even~~ attempt to ~~completely~~ block access to ~~our~~them ~~websites~~entirely. Accordingly, adverse legal or regulatory developments could substantially harm our business.

The CARD Act, as well as the laws of most states, contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons (“gift cards”), such as provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards. Discount certificates and Discount Dining Passes generally are included within the definition of “gift cards” in many of these laws. In addition, certain foreign jurisdictions have laws governing disclosure and product terms and conditions, including restrictions on expiration dates and fees that may apply to discount certificates and Discount Dining Passes. However, the CARD Act, as well as a number of states and certain foreign jurisdictions, also have exemptions from the operation of these provisions or otherwise modify the application part of a promotion or promotional program. If discount certificates and Discount Dining Passes are subject to the CARD Act, and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for the discount certificates and Discount Dining Passes, or the promotional value, which is the add-on value of the discount certificate and Discount Pass in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which the discount certificate or Discount Pass was issued; (ii) their stated expiration date (if any), unless discount certificates and Discount Dining Passes come within an exemption in the CARD Act for promotional programs; or (iii) a later date provided by applicable state law. In addition, regardless of whether an exemption for discount certificates and Discount Dining Passes applies under the CARD Act, in those states that prohibit or otherwise restrict expiration dates on gift cards that are defined to include discount certificates and Discount Dining Passes and that do not have exemptions that apply to the purchase value or the promotional value, or both, of discount certificates and Discount Dining Passes, the discount certificates and Discount Dining Passes may be required to be honored for the full offer value (the total of purchase value and promotional value) until redeemed. Our terms of use and agreements with our merchants require merchants to continue honoring unredeemed discount certificates and Discount Dining Passes that have passed the stated expiration date of the promotional value of the discount Certificate and Discount Pass, to the extent required by applicable law. While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’ and Discount Dining Passes’ promotional value can expire on the date stated on the certificate and Discount Pass, we continue to require that merchants with whom we partner honor discount certificates and Discount Dining Passes under the provisions of all laws applicable to discount certificates and Discount Dining Passes, including laws that prohibit expiration.

~~The~~In ~~CARD Act~~addition, assome ~~well as the laws of most~~ states, ~~contain~~treat ~~provisions governing product terms and conditions of~~ gift cards, ~~gift certificates, stored value or pre-paid cards or coupons (“gift cards”), such~~ as ~~provisions~~unclaimed ~~prohibiting~~ or ~~limiting~~abandoned ~~the~~property ~~use~~under oftheir ~~expiration dates~~unclaimed onproperty gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards. Discount certificates and Discount Dining Passes generally are included within the definition of “gift cards” in many of these laws~~. In addition~~, ~~certain~~which ~~foreign~~require ~~jurisdictions have laws that govern disclosure and certain product terms and conditions,~~companies ~~including restrictions on expiration dates and fees that may apply~~ to ~~discount~~remit ~~certificates and Discount Dining Passes. However,~~ the ~~CARD~~ ~~Act~~unredeemed asbalance ~~well~~to ~~as a number of states and certain foreign jurisdictions also have exemptions from~~ the ~~operation~~government ofafter ~~these provisions or otherwise modify the application part of~~ a ~~promotion~~specified orperiod ~~promotional~~(generally ~~program.~~between Ifone ~~discount certificates~~ and ~~Discount~~five ~~Dining~~years) ~~Passes are subject to the CARD Act,~~ and ~~are~~impose ~~not included in the exemption for promotional programs, it is possible that the purchase value, which~~reporting ~~is the amount equal to the price paid for the discount certificates~~ and ~~Discount~~recordkeeping ~~Dining~~obligations. ~~Passes,~~We ordo ~~the promotional value, which is the add-on value of the discount certificate and Discount Pass in excess of the price paid, or both, may~~ not ~~expire~~remit ~~before~~any ~~the~~amounts ~~later~~relating ofto ~~(i) five~~unredeemed ~~years after the date on which the~~ discount ~~certificate or Discount Pass was issued; (ii) their stated expiration date (if any), unless discount~~ certificates and Discount Dining Passes ~~come within an exemption in the CARD Act for promotional programs; or (iii) a~~based ~~later~~upon ~~date~~our ~~provided~~assessment byof applicable ~~state law~~laws. InThe ~~addition,~~analysis ~~regardless~~ of ~~whether~~the anpotential ~~exemption~~application ~~for~~of ~~discount~~the ~~certificates~~unclaimed and ~~Discount~~abandoned ~~Dining Passes~~property ~~applies~~laws ~~under the CARD Act, in those states that prohibit or otherwise restrict expiration dates on gift cards that are defined~~ to ~~include~~ discount certificates and Discount Dining Passes ~~and~~is ~~that do not have exemptions that apply to the purchase value or the promotional value~~complex, orinvolving ~~both,~~an analysis of ~~discount~~constitutional ~~certificates~~ and ~~Discount~~statutory ~~Dining~~provisions ~~Passes, the discount certificates~~ and ~~Discount~~factual ~~Dining Passes may be required~~issues, toincluding beour ~~honored~~relationship ~~for~~with ~~the~~customers ~~full offer value (the total of purchase value~~ and ~~promotional~~merchants ~~value) until redeemed. Our terms of use~~ and ~~agreements with~~ our ~~merchants~~role ~~require~~as ~~merchants~~it torelates ~~continue~~ to ~~honor~~the ~~unredeemed~~issuance ~~discount certificates~~ and ~~Discount~~delivery ~~Dining Passes that are past the stated expiration date~~ of the promotional value of the discount Certificate and Discount Pass to the extent required under the applicable law. While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’ and Discount ~~Dining Passes’ promotional value can expire on the date stated on the certificate and Discount~~ Pass, we continue to require that merchants with whom we partner honor discount certificates and Discount Dining Passes under the provisions of all laws applicable to discount certificates and Discount Dining Passes, including laws that prohibit expiration.

InMany ~~addition,~~states ~~some~~have ~~states~~passed ~~also~~laws ~~include~~requiring ~~gift~~notification ~~cards~~to ~~under~~customers ~~their~~when ~~unclaimed~~there ~~and~~is ~~abandoned~~a ~~property~~security ~~laws~~breach ~~which~~of ~~require~~personal ~~companies~~data. toThere ~~remit~~are toalso ~~the~~several ~~government~~legislative ~~the~~proposals ~~value~~pending ofbefore the ~~unredeemed~~U.S. ~~balance~~Congress, onstate ~~the~~legislatures, ~~gift~~and ~~cards~~foreign ~~after~~governments aregarding ~~specified~~data ~~period~~protection. ofIn ~~time~~addition, data ~~(generally~~protection ~~between~~laws ~~one~~in Europe and ~~five~~other ~~years) and~~jurisdictions ~~impose~~outside ~~certain~~the ~~reporting~~United ~~and~~States ~~recordkeeping~~may ~~obligations.~~be Wemore dorestrictive, ~~not~~and ~~remit~~their ~~any~~interpretation ~~amounts~~and application ~~relating~~remain touncertain. ~~unredeemed~~These ~~discount~~laws ~~certificates~~ may be interpreted and ~~Discount~~applied ~~Dining~~in ~~Passes~~ways ~~based~~that ~~upon~~are ~~our~~inconsistent ~~assessment~~with ofour ~~applicable~~data ~~laws~~practices. ~~The~~If ~~analysis~~so, in ofaddition ~~the~~to potential ~~application~~fines, ofthis ~~the~~could ~~unclaimed~~result ~~and abandoned~~in ~~property~~an ~~laws~~order requiring us to ~~discount~~change ~~certificates~~our ~~and~~data ~~Discount~~practices, ~~Dining~~which ~~Passes~~could isadversely ~~complex~~affect our business. Furthermore, ~~involving~~the anDigital ~~analysis~~Millennium ofCopyright ~~constitutional~~Act ~~and~~limits, ~~statutory provisions~~but ~~and~~does ~~factual~~not ~~issues~~eliminate, ~~including~~ our ~~relationship~~liability ~~with~~for ~~customers~~linking ~~and~~to ~~merchants~~third-party websites ~~and~~that ~~our~~include ~~role~~materials asthat itinfringe ~~relates~~copyright toor other rights, provided we comply with the ~~issuance~~act’s ~~and~~statutory requirements. ~~delivery~~Complying ofwith these laws could incur substantial costs or require changes to our ~~discount~~business ~~certificates~~practices ~~and~~that ~~Discount~~are ~~Pass~~adverse to our business.

~~Many~~Various ~~states~~federal ~~have~~laws, ~~passed~~such ~~laws~~as ~~requiring~~the ~~notification~~Bank toSecrecy ~~customers~~Act ~~when~~and ~~there~~the isUSA aPATRIOT ~~security~~Act, ~~breach~~impose ofcertain ~~personal~~anti-money ~~data.~~laundering ~~There~~requirements on companies that are ~~also~~financial ainstitutions ~~number of~~or ~~legislative~~that ~~proposals~~provide ~~pending~~financial ~~before~~products ~~the~~and Uservices.S. ~~Congress~~For these purposes, ~~various~~financial ~~state~~institutions ~~legislative~~are ~~bodies~~broadly ~~and~~defined to ~~foreign~~include ~~governments~~money ~~concerning~~services ~~data~~businesses ~~protection. In~~such ~~addition~~as money transmitters, ~~data~~check ~~protection~~cashers, ~~laws~~and insellers ~~Europe~~or ~~and~~issuers ~~other~~of ~~jurisdictions~~stored ~~outside~~value. ~~the~~Examples ~~United~~of ~~States~~anti-money laundering ~~may~~requirements beimposed ~~more~~on ~~restrictive,~~financial institutions include customer identification and ~~the~~verification ~~interpretation~~programs, record retention policies and ~~application~~procedures, ofand ~~these~~transaction ~~laws~~reporting. ~~are~~We ~~still~~do ~~uncertain~~not ~~and~~believe inwe ~~flux.~~are Ita isfinancial ~~possible~~institution ~~that~~subject to these laws ~~may~~and beregulations, based ~~interpreted~~in ~~and~~part ~~applied~~on inthe acharacteristics ~~manner that~~of isthe ~~inconsistent~~discount ~~with~~certificates ~~our~~and ~~data~~Discount ~~practices.~~Dining IfPasses ~~so,~~and our role in ~~addition~~distributing them to customers. However, the ~~possibility~~Financial ofCrimes ~~fines~~Enforcement Network, ~~this~~a ~~could~~division ~~result~~of inthe anU.S. ~~order~~Treasury ~~requiring that~~Department wetasked ~~change~~with ~~our~~implementing ~~data~~the ~~practices,~~requirements of ~~which~~the ~~could~~Bank ~~have~~Secrecy anAct, ~~adverse~~recently ~~effect~~proposed onamendments ~~our~~to ~~business.~~the ~~Furthermore,~~scope ~~the~~and ~~Digital~~requirements ~~Millennium~~for ~~Copyright Act~~parties ~~has~~involved ~~provisions~~in ~~that~~stored ~~limit~~value or prepaid access, including ~~but~~a doproposed ~~not~~expansion ~~necessarily~~of ~~eliminate,~~the ~~our~~definition ~~liability~~of ~~for~~financial ~~linking~~institution to ~~third-party~~include ~~websites~~sellers ~~that~~or ~~include~~issuers ~~materials that~~of ~~infringe~~prepaid ~~copyrights~~access. orIf ~~other~~this ~~rights~~proposal is adopted as proposed, soa ~~long~~discount ascertificate weand ~~comply~~a ~~with~~Discount ~~the~~Pass ~~statutory~~may ~~requirements~~be ofconsidered ~~this~~financial ~~act.~~products, ~~Complying~~and ~~with~~we ~~these~~may ~~various~~be a financial institution. ~~laws~~Although ~~could~~we ~~cause~~do usnot tobelieve ~~incur~~we ~~substantial~~are ~~costs~~a financial institution or ~~require~~otherwise ussubject to ~~change~~these ~~our~~laws ~~business~~and ~~practices~~regulations, inthe Company may be considered a ~~manner~~financial ~~adverse~~institution toor ~~our~~a ~~business~~provider of financial products.

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Examples of anti-money laundering requirements imposed on financial institutions include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to these laws and regulations based, in part, on the characteristics of the discount certificates and Discount Dining Passes and our role with respect to the distribution of the discount certificates and Discount Dining Passes to customers. However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access, including a proposed expansion of the definition of financial institution to include sellers or issuers of prepaid access. In the event that this proposal is adopted as proposed, it is possible that a discount certificate and Discount Pass could be considered a financial product and that we could be a financial institution. Although we do not believe we are a financial institution or otherwise subject to these laws and regulations, it is possible that the Company could be considered a financial institution or provider of financial products.

Intellectual Property

We protect our intellectual property rights bythrough ~~relying on~~ federal, state, and common law ~~rights~~, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

CardCash purchased a patent (US 8,751,294 B2) from e2interactive relating to the processing of valuable-ascertainable items, such as gift cards, by retailers. The patent was issued on June 10, 2014, and is expected to expire on December 4, 2029.

CardCash has a registered trademark for “CardCash,” ~~that was~~ first issued on June 12, 2012, and is renewable every ten years. CardCash ~~renewed~~ renewed the trademark in 2022 for an additional ten-year term.

In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States. Our registration efforts have focused on gaining protection of the following trademarks (among others): The Company owns the registered marks “RESTAURANT.COM,” “DINING DOUGH,” and has submitted applications for several others. These marks are material to our business as they enable others to easily identify us as the source of the services offered under these marks and are essential to our brand identity.10

~~Circumstances~~In ~~outside~~addition ~~our~~to ~~control~~these ~~could~~contractual ~~pose~~arrangements, we also rely on a ~~threat~~combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property ~~rights~~. ~~For~~We ~~example,~~pursue ~~effective~~the ~~intellectual~~registration ~~property~~of ~~protection~~our copyrights, trademarks, service ~~may~~marks ~~not~~and bedomain ~~available~~names in the United States. ~~Also,~~and in certain locations outside the ~~efforts~~United weStates. ~~have~~Our ~~taken~~registration toefforts ~~protect~~have ~~our~~focused on ~~proprietary~~securing ~~rights~~protection ~~may~~for ~~not~~the befollowing ~~sufficient~~trademarks ~~or effective.~~(among ~~Any~~others): ~~significant~~The ~~impairment~~Company ofowns ~~our~~the ~~intellectual~~registered ~~property~~marks ~~rights~~“RESTAURANT.COM” and ~~could~~“DINING ~~harm~~DOUGH” ~~our~~and ~~business~~has orsubmitted ~~our~~applications ~~ability~~for toseveral ~~compete~~others. ~~Also,~~These ~~protecting our~~marks ~~intellectual~~are ~~property~~material ~~rights~~to isour ~~costly~~business ~~and~~as ~~time-consuming.~~they ~~Any~~enable others ~~unauthorized~~to ~~disclosure~~easily oridentify ~~use~~us ofas ~~our~~the ~~intellectual~~source ~~property~~of ~~could make~~the itservices ~~more~~offered ~~expensive~~under tothese domarks ~~business~~ and ~~harm~~are essential to our ~~operating~~brand ~~results~~identity.

~~Companies~~Circumstances onbeyond ~~the~~our ~~internet,~~control ~~social~~could ~~media~~threaten ~~technology~~our ~~and~~intellectual ~~other~~property ~~industries~~rights. ~~may~~For ~~own~~example, ~~large~~effective ~~numbers~~intellectual ofproperty ~~patents,~~protection ~~copyrights~~may ~~and~~not ~~trademarks~~be available ~~and~~in ~~may~~the ~~frequently request~~United ~~license~~States. ~~agreements~~Also, ~~threaten~~the ~~litigation~~efforts orwe ~~file~~have ~~suit~~taken ~~against~~to usprotect ~~based~~our onproprietary ~~allegations~~rights ofmay ~~infringement~~not be sufficient or ~~other~~effective. Any ~~violations~~significant impairment of our intellectual property rights. Wecould ~~are~~harm ~~currently~~our ~~subject~~business ~~to,~~or ~~and~~our ~~expect~~ability to ~~face~~compete. ~~in the future~~Also, ~~allegations~~protecting ~~that we have infringed the trademarks, copyrights,~~our ~~patents and other~~ intellectual property rights ofis ~~third~~costly ~~parties, including our competitors~~ and ~~non~~time-~~practicing entities~~consuming. AsAny weunauthorized ~~face~~disclosure ~~increasing competition~~or ~~and~~use asof our ~~business~~intellectual ~~grows,~~property wecould ~~will~~increase costs ~~likely~~and ~~face~~harm ~~more~~our ~~claims~~operating ~~of infringement~~results.

Companies in the online, social media, and other industries may hold large numbers of patents, copyrights, and trademarks and may frequently request license agreements, threaten litigation, or file suit against us for alleged infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, allegations that we have infringed third parties’ trademarks, copyrights, patents, and other intellectual property rights, including those of our competitors and non-practicing entities. As competition intensifies and our business grows, we will likely see more infringement claims.

Customer Service and Support

Our ability to establish and maintain long -term relationships with our customers and encourage repeat visits and purchases is dependent, in part, on the strength of our customer support and service operations. We have established multiple channels for communicating with our customers before and after the sale, including phone, e-mail, and online support.

11We currently employ a staff of in-house customer support personnel who handle customer inquiries, track shipments, investigate, and resolve issues related to merchandise and travel. Customer care representatives are available for support from 8:30 a.m. to 5 p.m., Central Time, Monday through Friday. In addition, our customer service representatives are trained to cross-sell complementary and ancillary products and services.

We currently employ a staff of in-house customer support personnel responsible for handling customer inquiries, tracking shipments, investigating and resolving problems with merchandise and travel. Customer care representatives are available for support from 8:30 a.m. to 5 p.m., Central Time, Monday through Friday. In addition, our customer service representatives are trained to cross-sell complementary and ancillary products and services.

Employees

As of December 31, ~~2024~~2025, we had 4240 full -time employees. None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff. We believe that our future success will depend in part on our ability to attract, hire, and retain qualified personnel.

Smaller Reporting Company

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million during the most recently completed fiscal year. As a “smaller reporting company”, we are able to provide simplified executive compensation disclosures in our SEC filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. In addition, as a smaller reporting company with a public float of less than $75 million, we qualify as a non-accelerated filer. A non-accelerated filer is not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, has more time to file its periodic reports.

ITEM 1A. RISK FACTORS

Risks Related to Our Company and Our Business

There is substantial doubt about our ability to continue as a going concern. We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives~~, and we received a going concern qualification in our 2024 audit~~.

Our audited financial statements for the fiscal year ended December 31, 2025 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date, and we expect our expenses to increase in connection with our ongoing activities. For the year ended December 31, ~~2024~~2025, we recorded a net loss of $1810,~~832~~491,~~080~~658 and used cash in operating activities of $21,~~551~~590,~~870~~074. At December 31, ~~2024~~2025, our cash and cash equivalents balance was $3,~~574~~654,~~876~~944. AtAs of December 31, ~~2024~~2025, the outstanding balance on our line of credit ~~facility~~ facility was $3,~~805~~212,~~080,~~935; we had $4663,~~392,906~~589 outstanding in promissory notes, and $4346,137 ofin convertible notes payable, including interest. ~~Our~~ As a result, management has concluded, and our independent registered public accounting firm, inhas ~~their~~agreed ~~report~~with our conclusion that there is substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, ~~2024~~2025, ~~financial~~includes ~~statements,~~an ~~expressed~~explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern ~~due to our recurring losses from operations~~. There can be no assurance that our future operations will result in net income. Our failure to increase ~~our revenues~~ revenue or improve ~~our~~ gross margins will harm our business. We may not be able to generate profitability on a quarterly or annual basis in the future. If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer.

12If CardCash is not able to maintain profitability over the next few years, our shareholders will have experienced unnecessary dilution, and our ability to achieve our business plan could be significantly delayed or threatened.

IfCardCash has incurred net losses since its inception. For the years ended December 31, 2024 and 2023, CardCash ishad ~~not~~net ~~able~~losses toof ~~achieve~~$2,052,198 ~~profitability~~and $124,546, ~~within~~respectively. During the ~~next~~year ~~few~~ended ~~years~~December 31, ~~our~~2025, ~~shareholders~~Cash ~~will~~realized ~~have~~net ~~experienced~~income ~~unnecessary~~of ~~dilution~~$830,197. Our business plan contemplates growth in gross and net revenues to increase our ~~ability~~share price and facilitate accretive acquisitions of e-commerce companies. However, CardCash’s inability to be profitable could delay or hinder our efforts to achieve our business ~~plan~~goals. ~~could~~The beprincipal ~~significantly~~risks ~~delayed~~to orCardCash ~~threatened~~maintaining future profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.

CardCash has had a history of net operating losses since its inception. For the years ended December 31, 2023 and 2022, CardCash had operating losses of $3,080,406 and $5,600,348, respectively. Our business plan contemplates our growth in gross and net revenues to increase our share price and to facilitate accretive acquisitions of ecommerce companies so the inability of CardCash to be profitable could delay or thwart our efforts to achieve our business goals. The principal risks to CardCash achieving profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.

If our restaurants and other merchants do not meet the needs and expectations of our customers, our business could suffer.

Our business depends on our reputation for providing high-quality discounts, and our brand and reputation may be harmed by actions taken by restaurants and other merchants that are outside our control. Any shortcomings of one or more of our restaurants and other merchants, particularly with respect to an issue affecting the quality of the meals offered or the products or services sold, may be attributed by our customers to us, thus damaging our reputation, brand value, and potentially affecting our results of operations. In addition, ~~negative~~ negative publicity and subscriber sentiment ~~generated~~arising asfrom ~~a result of~~ fraudulent or deceptive conduct by our restaurants and other merchants could damage our reputation, reduce our ability to attract new customers or retain ~~our~~ current customers, and diminish the value of our brand.

We may be subject to additional unexpected regulation which could increase our costs or otherwise harm our business.

The application of certain laws and regulations to our discount certificates and dining cards is uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property laws. The application of the CARD Act will only become less uncertain if current legislation at the federal and state levels is changed to specify that their terms apply to our discount certificates and Discount Dining Passes or from court rulings by federal or state courts that interpret the current legislation to be clearly applicable to our discount program.

From time to time, we ~~also~~ may also be notified of additional laws and regulations ~~which~~that governmental organizations or others may claim ~~should be~~apply ~~applicable~~ to our business. If we are required to alter our business practices asdue ato ~~result of any~~ laws and regulations, our revenue could decrease, our costs could increase, and our business could otherwise be harmed. Further, the costs and expenses associated with defending any actions related to such additional laws and regulations, and any payments of related penalties, judgments, or settlements could adversely impact our profitability.

1312

The implementation of the CARD Act and similar state laws may harm our business and results of operations.

Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards, or prepaid cards and, therefore, ~~governed~~may bybe subject to, among other laws, the CARD Act, and state laws governing gift cards, stored value cards, and coupons. ~~Many~~ Many of these laws contain provisions governing the use of gift cards, gift certificates, stored -value cards, or prepaid cards, including ~~specific~~ specific disclosure requirements, ~~and~~ prohibitions or limitations on ~~the use of~~ expiration dates, and the imposition of certain fees. For example, if if our discount certificates and Discount Dining Passes are subject to the CARD Act and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for our certificates and Discount Dining Passes, or the promotional value, which is the add-on value of these items in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which these items were issued; (i) the certificate’s stated expiration date (if any); or (iii) a later date provided by applicable state law. In the event that it is determined that our discount certificates and Discount Dining Passes are subject to the CARD Act or any similar state regulation, and are not within various exemptions that may be available under the CARD Act or under some of the various state jurisdictions, our liabilities with respect to unredeemed certificates and Discount Dining Passes may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and penalties. In addition, if federal or state laws require that the face value of our discount certificates and Discount Dining Passes have a minimum expiration period beyond the period desired by a merchant for its promotional program, or no expiration period, this may affect the willingness of merchants to issue discount certificates in jurisdictions where these laws apply. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discount certificates and Discount Dining Passes, our net income could be materially and adversely affected.

If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discounts and Discount Dining Passes, our net income could be materially and adversely affected.

In certain states, our discount certificates and Discount Dining Passes may be ~~considered~~treated aas gift ~~card~~cards. Some ~~of these~~ states ~~include~~treat gift cards as unclaimed or abandoned property under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period ~~of time~~ (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not remit any amounts ~~relating~~for to unredeemed discount certificates ~~and~~or Discount Dining Passes, based on our ~~assessment~~ assessment of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates ~~and~~ and Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including ~~our~~ our relationship with customers and merchants and our role as it relates to the issuance and delivery of such certificates and Discount ~~Dining~~ Dining Passes. In the event that one or more states successfully challenges our position on the application of its unclaimed and abandoned ~~property~~ property laws to discount certificates and Discount Dining Passes, or if the estimates that we use in projecting the likelihood of discount ~~certificates~~ certificates and Discount Dining Passes being redeemed prove to be inaccurate, our liabilities with respect to unredeemed discount certificates ~~and~~ and Discount Dining Passes may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, the Digital Millennium Copyright Act, the Electronic Signatures in Global and National Commerce Act, and the Uniform Electronic Transactions Act. Existing and future ~~regulations~~ regulations and laws could impede the growth of the internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, ~~consumer~~ consumer protection, the provision of online payment services, and the characteristics and quality of services. It is not clear how existing ~~laws~~ laws governing issues such as property ownership, sales and other taxes, libel, and personal privacy apply to the internet, as the vast ~~majority~~ majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, ~~it is possible that~~ governments ofin one or more countries may seek to censor content ~~available~~ on our websites and applications , or ~~may even~~ attempt to ~~completely~~ block access to our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue as anticipated.

Failure to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.

A variety of federal and state laws and regulations govern the collection, use, retention, sharing, and security of consumer data. ~~The existing~~Existing privacy~~-related~~ laws and regulations are evolving and subject to ~~potentially~~varying ~~differing~~ interpretations. In addition, various federal, state, and foreign legislative and regulatory bodies may expand current laws or enact new laws regarding privacy matters. For example, ~~recently~~ there have recently been Congressional hearings and increased attention to the capture and use of location-based information ~~relating~~from tosmartphone ~~users of smartphones~~ and other mobile ~~devices.~~device users. We have posted privacy policies and practices concerning the collection, use, and disclosure of subscriber data on our websites and applications. Several internet companies have incurred penalties for failing to ~~abide~~honor by the representations ~~made~~ in their privacy policies and practices. In addition, several states have ~~adopted~~enacted legislation ~~that~~requiring ~~requires~~ businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of customers or merchants and adversely affect our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web “cookies” for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.

We may suffer liability as a result of information retrieved from or transmitted over the internet and claims related to our service offerings.

We may be sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust or other legal claims relating to information that is published or made available on our websites or service offerings we make available (including provision of an application programming interface platform for third parties to access our website, mobile device services and geolocation applications). This risk is enhanced in certain jurisdictions outside the United States, where our liability for such third-party actions may be less clear, and we may be less protected. In addition, we could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable. If any of these events ~~occurs~~occur, our net income could be materially and adversely affected.

15We are subject to risks associated with information disseminated through our websites and applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to our product offerings. Such information, whether accurate or inaccurate, may result in our being sued by our merchants, customers, or third parties, and as a result, our revenue and goodwill could be materially and adversely affected.

We are subject to risks associated with information disseminated through our websites and applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to our product offerings. Such information, whether accurate or inaccurate, may result in our being sued by our merchants, customers or third parties and as a result our revenue and goodwill could be materially and adversely affected.14

Our business depends on ~~our~~maintaining ~~ability to maintain~~ and ~~scale~~scaling the network infrastructure ~~necessary~~required to operate our websites and applications, and any significant disruption into service ~~on our websites or applications~~ could result in a loss of customers or merchants.

Customers access our deals through our websites and applications. Our reputation and ability to acquire, retain and serve our customers and merchants who are dependent upon the reliable performance of our websites and applications and the underlying network infrastructure. As our subscriber base and the ~~amount~~volume of information shared on our websites and applications continue to grow, we will need anmore ~~increasing amount of~~ network capacity and computing power. We have spent, and expect to continue to spend, substantial amounts of money on data centers, ~~and~~ equipment , and related network infrastructure to handle ~~the~~ traffic onfor our websites and applications. The operation of these systems is expensive and complex, and could ~~result~~lead into operational failures. In the event that our customer base or the amount of traffic on our websites and applications grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our websites and applications, and prevent our customers from accessing our services. A substantial portion of our network infrastructure is hosted by third-party providers. Any disruption in to these services, or any failure ofby these providers to handle existing or increased traffic, could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise ~~little~~limited control over ~~these providers~~them, which increases our vulnerability to ~~problems~~issues with the services they provide. If we do not successfully maintain or expand our network infrastructure ~~successfully~~ , or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.

Our business depends on the development and maintenance of the internet infrastructure.

The success of our services will ~~depend~~ largely depend on the development and maintenance of ~~the~~our internet infrastructure. This includes ~~maintenance~~maintaining of a reliable network backbone with the necessary speed, data capacity, and security, as well as the timely development of complementary ~~products,~~ ~~for~~products ~~providing~~to provide reliable internet access and services. The internet has experienced, and is likely to continue to experience, significant growth in the number of users and ~~amount~~in of traffic volume. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, ~~increasing~~higher bandwidth requirements, orand ~~problems~~issues caused by viruses, worms, malware, and similar programs may degrade ~~harm~~internet ~~the~~ performance ~~of the internet~~. The backbone computers of the internet have been the targets of such programs. The internet has experienced a ~~variety~~ range of outages and ~~other~~ delays asdue ato ~~result of~~ damage to ~~portions~~parts of its infrastructure, and it could face ~~outages and~~further ~~delays~~disruptions in the future. These outages and delays could reduce ~~the~~overall ~~level of~~ internet usage ~~generally~~and ~~as well as the level of~~ usage of our services, which could adversely impact our business.

Our total number of customers may be higher than the number of our actual individual customers and may not be representative of the number of persons who are active potential customers.

Our total ~~number~~customer ofcount ~~customers~~ may beexceed ~~higher than~~ the number of ~~our actual~~ individual customers because some customers have multiple registrations, ~~other~~ ~~customers~~some have died or become incapacitated, and others may have registered under fictitious names. Given the challenges inherent in identifying these customers, we do not have a reliable system to accurately ~~identify~~determine the number of ~~actual~~ individual customers, ~~and thus~~so we rely on ~~the number of~~ total customers as our measure of ~~the size of our~~ subscriber base size. In addition, the ~~number~~customer ofcount ~~customers~~ includes the total number of individuals ~~that~~who ~~have~~ completed registration ~~through~~as aof a specific date, less ~~individuals~~those who have unsubscribed, and should not be considered as representative of the number of ~~persons~~people who continue to actively consider our deals by reviewing our email offers.

Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock.

Our business, like that of our restaurants and merchants, may be subject to some degree of sales seasonality. As ~~the growth of~~ our business growth stabilizes, these seasonal fluctuations may become more ~~evident~~pronounced. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter, depending on the variability in the volume and timing of sales. These factors, among ~~other things~~others, make forecasting more difficult and may ~~adversely~~impair ~~affect~~ our ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our common stock.

We depend on the continued growth of online commerce.

The business of selling services and goods over the internet, including through discount certificates, raises concerns about fraud, privacy and other problems may discourage additional restaurants, consumers and merchants from adopting the internet as a medium of commerce and make the level of market penetration of our services high, making the acquisition of new customers for our services more difficult and costly than it has been in the past. If these customers prove to be less active than our earlier customers, or we are unable to gain efficiencies in our operating costs, including our cost of acquiring new customers, our business could be adversely impacted.

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.

Our services, operations, and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. A significant natural disaster, such as an earthquake, fire, or flood, could have a material adverse impact on our business, financial condition, and results of operations, and our insurance coverage may be insufficient to compensate us for ~~losses~~any ~~that~~resulting ~~may occur~~losses. Acts of of terrorism could ~~cause~~disrupt ~~disruptions to~~ the internet, our business, or the economy as a whole. We may not have sufficient protection 18 or recovery plans in certain circumstances, such as natural disasters affecting areas where the data centers ~~upon~~on which we rely are located, and our business interruption insurance may be insufficient to compensate us for any losses that may occur. Such disruptions could negatively ~~impact~~ ~~our~~affect our ability to ~~run~~operate our websites, ~~which~~potentially ~~could~~harming ~~harm~~ our business.

Failure to deal effectively with fraudulent transactions and subscriber disputes would increase our loss rate and harm our business.

Our discount certificates and Dining Passes are issued inas ~~the form of~~ redeemable coupons with unique identifiers. ItConsumers ~~is possible that consumers~~ or ~~other~~ third parties ~~will~~may ~~seek~~ attempt to ~~create~~issue counterfeit certificates to fraudulently ~~purchase~~obtain discounted goods and services from our restaurants and other merchants. While we use advanced anti-fraud technologies, ~~it is possible that~~ technically knowledgeable criminals ~~will~~may attempt to circumvent our ~~anti-fraud~~ systems ~~using~~through increasingly sophisticated methods. In addition, our service ~~could~~may be subject to employee fraud or other internal security breaches, and we may be required to reimburse consumers and/or merchants for any funds stolen or revenue lost as a result ~~of such breaches~~. Our restaurants and merchants ~~could~~may also request reimbursement, or ~~stop~~cease using us, if they are affected by buyer fraud or other ~~types of~~ fraud.

We may incur significant losses from fraud and counterfeit certificates. We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions, and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments. In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards ~~for payment~~, we would ~~suffer~~experience substantial ~~reductions in~~ revenue reductions, which would ~~cause~~harm our business ~~to suffer~~. While we have taken measures to detect and ~~reduce~~mitigate ~~the~~fraud risk ~~of fraud~~, these measures ~~need~~must to be continually improved and may not be effective against new ~~and~~or ~~continually~~ evolving ~~forms of~~ fraud or in connection with new product offerings. If these measures do not succeed, our business will suffer.

We are subject to payments-related risks.

We accept payments using a variety of methods, including credit card, debit card and electronic payment services. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, ~~which~~that may increase over time, ~~and~~ raise our operating costs, and ~~lower~~reduce profitability. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees, ~~and~~ lose our ability to accept credit and debit card payments from consumers or facilitate other ~~types of~~ online payments, and our business and operating results could be adversely affected.

We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our ~~payments~~payment services business.

Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include discount certificates and Discount Dining Passes.

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value cards. Examples of anti-money laundering requirements imposed on financial institutions include subscriber identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe ~~that~~ we are a financial institution subject to these laws and regulations, based, in part, ~~upon~~on the characteristics of discount certificates and Discount Dining Passes and our role ~~with~~in ~~respect~~distributing tothem ~~the distribution of discount certificates and Discount Dining Passes~~ to customers. However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards. InIf ~~the event that~~ this proposal is adopted as proposed, ~~it is possible that~~ our discount certificates and Discount Dining Passes ~~could~~may be considered a financial ~~product~~products, and ~~that~~ we ~~could~~may be deemed a financial institution. In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could reduce our net income.

State laws regulating money transmission could be expanded to include our discount certificates and Discount Dining Passes.

Many states impose ~~license~~licensing and registration ~~obligations~~requirements on ~~those~~ companies engaged in ~~the business of~~ money transmission, with varying definitions of what constitutes money transmission. We do not currently believe we are a money transmitter, given our role and the product terms of our discount certificates and Discount Dining Passes. However, a successful challenge to our position or expansion of state laws could subject us to increased compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions pending receipt of any necessary licenses or registrations.

Current uncertainty in global economic conditions could adversely affect our revenue and business.

Our operations and performance depend primarily on economic conditions in the United States. The current economic environment ~~continues~~remains touncertain bedue ~~uncertain,~~to ~~including~~geopolitical ~~as a result of the COVID 19 pandemic~~conflict. These conditions may make it difficult for our restaurants and other merchants to accurately forecast and plan future business activities and could ~~cause~~lead our merchants to terminate their relationships with us or ~~could~~ cause our customers to slow or reduce their spending. Furthermore, during challenging economic times, our merchants may face ~~issues gaining~~difficulties obtaining timely access to sufficient credit, which could ~~result~~lead inthem ~~their unwillingness~~ to ~~continue~~discontinue ~~with~~ our service or impair their ability to make timely payments to us. If that were to occur, we may experience decreased revenue, be required to increase our allowance for doubtful accounts, and see our days ~~receivables~~ receivable outstanding ~~would be~~ negatively impacted. If we are unable to finance our operations on acceptable terms asdue ato ~~result~~further ~~of renewed~~ tightening in the credit markets, we may ~~experience~~incur ~~increased~~higher costs or ~~we may not~~ be ~~able~~unable to effectively manage our business. We cannot predict the timing, strength, or duration of any worldwide economic slowdown or subsequent ~~economic~~ recovery, ~~worldwide,~~ in the United States, or in the restaurant and entertainment industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.

Downturns in general economic and market conditions and reductions in spending may reduce demand for our digital dining products.

Our revenues, results of operations, and cash flows depend on the overall demand for our discount dining certificates and discount Dining Passes. Negative conditions in the general U.S. economy as well as in other jurisdictions, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations construction slowdowns, energy costs, international trade relations and other geopolitical issues, including those caused or may be caused by the Russia Ukraine conflict, and the availability and cost of credit could cause a decrease in consumer discretionary spending and diminish growth expectations for the restaurant, dining and entertainment industries. Moreover, government consumption, or socio-economic policies, or objectives pursued by countries inwhere ~~which~~ we do business could ~~potentially~~affect ~~impact the~~ demand for our discount dining certificates and discount Dining Passes.

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

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We intend to make acquisitions that could disrupt our operations and adversely impact our business and operating results.

We intend to ~~attempt to~~ acquire complementary e-commerce businesses and to support the transition and integration of acquired operations ~~with~~ into our ongoing business as a part of our growth strategy. Other than as disclosed herein, we currently have no binding commitments or agreements with respect to any such acquisitions and there can be no assurance that we will eventually consummate any acquisitions. The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. In addition, we have limited experience in performing acquisitions and managing growth. There can be no assurance that the anticipated benefits of any acquisition will be realized. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which could materially and adversely affect our operating results and financial position. In addition, acquisitions ~~also~~ involve ~~other~~ risks, including ~~risks~~those inherent in entering markets inwith ~~which we have~~ no or limited prior experience and the potential loss of key employees.

If the products that we offer on our online marketplaces do not reflect our customers’ tastes and preferences, our sales and profit margins would decrease.

Our success depends in part on our ability to offer discount certificates and Discount Dining Passes to restaurants and other merchants that reflect consumers’ tastes and preferences. Consumers’ tastes are subject to frequent, significant, and sometimes unpredictable changes. If our product fails to satisfy customers’ tastes or respond to changes in customer preferences, our sales could suffer which would depress our profit margins. In addition, ~~any~~failing ~~failure~~ to offer products inaligned ~~line~~ with customers’ preferences could allow ~~our~~ competitors to gain market share. This could ~~have~~adversely anaffect ~~adverse effect on~~ our business, prospects, financial condition, and results of operations.

Our ~~plans for~~ expansion plans cannot be implemented if we lose ~~our~~ key personnel or ~~cannot~~are unable to recruit additional personnel.

We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Ketan Thakker, our President and Chief Executive Officer, Steve Handy, our Chief Financial Officer, Elliot Bohm, the Chief Executive Officer of our subsidiary, CardCash, and Marc Ackerman, the Chief Operating Officer of our subsidiary, CardCash~~, and Balazs Wallisch, the Chief Operating Officer of our subsidiary, Restaurant~~.~~com.~~ These executives may elect to pursue other opportunities at any time. If one or more of these individuals ~~choose to~~ leave our company, we may lose a significant ~~number of~~ supplier relationships and the operating expertise ~~which~~ they have developed over many years, ~~and~~both of which would be difficult to replace. The loss of ~~the services of~~ any executive officer or other key employee could ~~hurt~~harm our business.

In addition, as our business expands, we will need to add ~~new~~ personnel, ~~including~~across information technology and engineering ~~personnel~~ to maintain and expand our website and systems, marketing and ~~salespeople~~sales to attract and retain customers, and ~~merchants and~~ customer support ~~personnel~~ to serve our growing customer base. Hiring and retaining qualified executives, engineers and qualified sales representatives are critical to our success, and competition for experienced and well-qualified employees can be intense. To attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation. We currently utilize a stock incentive plan, including stock options, as a form of share-based incentive compensation. If the anticipated value of such equity-based incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives and key employees could be weakened.

The failure to ~~successfully~~ hire executives and key employees, or the loss of any ~~executives~~of ~~and~~them, ~~key employees~~ could ~~have~~significantly ~~a significant~~ impact on our operations. If we are unable to hire and successfully train employees or contractors in these areas, users of our website may have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business. The market for recruiting qualified information technology and other personnel is ~~extremely~~highly competitive, and we may ~~experience~~face ~~difficulties~~challenges in attracting and retaining employees. ~~Should~~If we fail to retain or attract qualified personnel, we may ~~not~~ be ~~able~~unable to compete successfully or implement our ~~plans for~~ expansion plans.

2018

To obtain future revenue growth and achieve and sustain profitability, we will have to attract and retain customers on cost-effective terms.

Our success depends on our ability to attract and retain customers on cost-effective terms. We have relationships with online services, search engines, affiliate marketing websites, directories, and other ~~website~~websites and e-commerce businesses to provide content, advertising banners, and other links that direct customers to our website. We rely on these relationships as significant sources of traffic to our websites and to generate new customers. ~~Further~~Furthermore, many of the parties with ~~which~~whom we may have online- advertising arrangements could provide advertising services ~~for~~to other online competitors. As a result, these parties may be reluctant to enter into or maintain relationships with us. Failure to achieve sufficient traffic or generate sufficient revenue from ~~purchases originating from~~ third-party ~~parties~~purchases may result in termination of these relationships by ~~these~~ third parties. If we are unable to develop or maintain these relationships on acceptable terms, our ability to attract new customers and our financial condition could be harmed. If the underlying technology’s development evolves in a ~~manner~~ way that is no longer beneficial to us, our financial condition could be ~~harmed~~adversely affected. In addition, certain online marketing agreements may require us to pay upfront fees and make other payments ~~prior~~before toany ~~the~~sales ~~realization~~are ~~of the sales~~realized, if any~~, associated with those payments~~. Accordingly, if ~~these~~future relationships or agreements ~~that~~do wenot ~~may enter into in~~ generate the ~~future fail to produce the~~ sales ~~that~~ we anticipate, our results of operations will be adversely affected. We cannot ~~give~~guarantee ~~any assurance~~ that we will be able to increase our revenues, if at all, in a cost-effective manner.

We rely upon search engines like Google, Bing and Yahoo to rank our product offerings and may at times be subject to changes in search algorithms and ranking penalties if they believe we are not in compliance with their guidelines.

We rely on search engines to attract consumer interest in our product offerings. Potential and existing customers use search engines provided by search engine companies, including Google, Bing and Yahoo, which use algorithms and other devices to provide users a natural ranked listing of relevant internet sites matching a user’s search criteria and specifications. Generally, internet sites ranked higher in ~~the~~ paid and natural search results ~~lists furnished to users~~ attract the largest ~~visitor~~ share of visitors among similar ~~internet~~ sites. ~~Those sites~~Sites ~~achieving~~that achieve the highest natural search ~~ranking~~rankings often ~~benefit~~see ~~from~~ increased sales. Natural search engine algorithms ~~utilize~~use information ~~available~~ ~~throughout~~from across the internet, including ~~information available~~ content on our website. Rules and guidelines offrom these natural search engine companies govern our participation on their sites and how we share relevant ~~internet~~online information that may be considered or incorporated into ~~the~~their algorithms ~~utilized by these sites~~. If we fail to present, or improperly present, our website’s information for use by natural search engine companies, or if any of these natural search engine companies determine we have violated their rules or guidelines, or if others improperly present our website’s information to these search engine companies, or if natural search engine companies make changes to their search algorithms, we may fail to achieve an optimum ranking in natural search engine listing results, or we may be penalized in a way that could harm our business, prospects, financial condition and results of operations.

More individuals are using mobile devices to access the internet and versions of our service developed or optimized for these devices may not gain widespread adoption by users of such devices.

Mobile devices are increasingly used for e-commerce transactions. A significant and growing portion of our users access our platform through mobile devices. We may lose users if we ~~are~~cannot ~~not able to~~ continue to meet our users’ mobile and multi-screen experience expectations. If If we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail to capture a sufficient share of an increasingly important ~~portion~~segment of the ~~market for~~ online services market. Our ability to successfully address the challenges posed by the rapidly evolving market for mobile transactions is crucial to our continued success, and any failure to continuously increase the volume of mobile transactions effected through our platforms could harm our business.

We rely on third-party systems to conduct our business, and our revenues and market share may ~~decrease~~decline if these systems are unavailable in in the future or ~~if they~~ no longer ~~offer~~perform ~~quality~~at ~~performance~~a satisfactory level.

We rely on third-party computer systems and ~~third-party~~ service providers, including credit card ~~verifications~~verification and ~~confirmations~~confirmation, to host our website and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers. We also rely on third-party licenses for components of the software underlying our technology platform. Any interruption in our ability to obtain ~~the~~ products or services from of these or other third parties, or any deterioration in their performance, could impair the timing and quality of our own service. If our service providers fail to deliver high-quality products and services in a timely manner to our customers, our services will not meet the expectations of our customers and our reputation and brand will be damaged. Furthermore, if our arrangements with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us.

2119

We are subject to cyber security risks and risks of data loss or other security breaches.

Our business involves the storage and transmission of users’ proprietary information, and security breaches could expose us to a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. We have been subjected to a variety of cyber-attacks, which have increased in number and variety over time. We believe our systems are probed by potential hackers virtually 24/7, and we expect the problem will continue to grow worse over time. Cyber-attacks may target us, our customers, our suppliers, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which we depend. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, any of which could have a material adverse effect on our financial results and business. Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could face as a result of a cyber-attack or data breach.

We may not be able to compete successfully against existing or future competitors including larger, well-established and well-financed e-commerce companies and restaurants and merchants increasing their own online operations.

The market for discounts at restaurants and other merchants is intensely competitive. We also compete with other companies that offer digital coupons through their websites or mobile applications. In addition, we compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies that provide coupons and discounts on services and products.

Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. We cannot provide assurance that we will be able to compete successfully against existing or future competitors.

Our competitors may directly increase our marketing costs and also may cause us to decrease certain types of marketing.

In addition to competing with us for customers, merchants, and employees, our competitors may directly increase our operating costs, by driving up the cost of various forms of online advertising or otherwise. We may elect to decrease our use of sponsored search or other forms of marketing from time to time to decrease our costs, which may have a material adverse effect on our financial results and business. We may also elect to spend additional amounts on sponsored search or other forms of marketing from time to time to increase traffic to our website, or to take other actions to increase traffic and/or conversion, and the additional expenditures may have a material adverse effect on our financial results and business.

Our business depends on effective marketing, including marketing via email and social networking messaging, and we intend to increase our spending on marketing and branding, which may adversely affect our financial results.

We depend on effective marketing and high customer traffic. We depend on email to promote our site and offerings and to generate a substantial portion of our revenue. If a significant portion of our target customers no longer utilize email, or if we are unable to effectively and economically deliver email to our potential customers, whether for legal, regulatory or other reasons, it would have a material adverse effect on our business.

If email providers or Internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access our site and services. For example, certain email providers, including Google, categorize our emails as “promotional,” and these emails are directed to an alternate, and less readily accessible, section of a customer’s inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed.

2220

We also rely on social networking messaging services for marketing purposes, and anything that limits our ability or our customers’ ability or desire to utilize social networking services could have a material adverse effect on our business. If we are unable to develop, implement and maintain effective and efficient cost-effective advertising and marketing programs, it would have a material adverse effect on our financial results and business. Further, as part of our growth strategies, we intend to increase our spending on marketing and branding initiatives significantly, which may adversely affect our financial results. There is no assurance that any increase in our marketing or branding expenditures will result in increased market shares or will ultimately have a positive effect on our financial results.

We also rely heavily on Internet search engines to generate traffic to our websites, principally through search engine marketing and search engine optimization. The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control and may change at any time. Search engines frequently update and change the logic that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results. If a major Internet search engine changes its algorithms in a manner that negatively affects the search engine ranking it could create additional traffic headwinds for us and negatively affect our results of operations.

We also rely on mobile marketplace operators (i.e., app store operators) to drive downloads of our mobile application. If any mobile marketplace operator determines that our mobile application is non-compliant with its vendor policies, the operator may revoke our rights to distribute through its marketplace or refuse to permit a mobile application update at any time. These operators may also change their mobile application marketplaces in a way that negatively affects the prominence of, or ease with which users can access, our mobile application. Such actions may adversely impact the ability of customers to access our offerings through mobile devices, which could have a negative impact on our business and results of operations.

Our operating results depend on our websites, network infrastructure and transaction-processing systems. Capacity constraints or system failures would harm our business, prospects, financial condition and results of operations.

Any system interruptions that result in the unavailability of our website marketplaces or reduced performance of our transaction systems would reduce our transaction volume and the attractiveness of the services that we provide to suppliers and third parties and would harm our business, prospects, financial condition and results of operations.

We use internally developed systems for our website and certain aspects of transaction processing, including databases used for internal analytics and order verifications. We have experienced periodic systems interruptions due to server failure and power failure, which we believe will continue to occur from time to time. Our transaction processing systems and network infrastructure may be unable to accommodate increases in traffic in the future. We may be unable to project accurately the rate or timing of traffic increases or successfully upgrade our systems and infrastructure to accommodate future traffic levels on our website. In addition, we may be unable to upgrade and expand our transaction processing systems in an effective and timely manner or to integrate any newly developed or purchased functionality with our existing systems.

If we do not ~~respond~~keep topace with rapid technological ~~changes~~change, our services could become obsolete, and we could lose customers.

To remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face material delays in introducing new services, products, and enhancements. If this happens, our customers may ~~forego~~forgo ~~the~~using ~~use of~~ our websites and instead use those of our competitors. The internet and the online commerce industry are rapidly changing. If competitors introduce new products and services using ~~new~~emerging technologies, or if new industry standards and practices emerge, our existing websites and ~~our~~ proprietary ~~technology~~ technology and systems may become obsolete. Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial ~~condition~~ condition and results of operations.

2321

Use of social media may adversely impact our reputation.

There has been a marked increase in the use of social media platforms and similar ~~devices~~channels, including blogs, social media websites, and other forms of internet-based ~~communications~~communication, ~~that~~which allow individuals ~~access~~ to reach a broad audience of consumers and other interested ~~persons~~parties. Consumers value readily available information ~~concerning~~about retailers, manufacturers, and their goods and services, and often act on ~~such~~it ~~information~~ without further investigation, authentication, ~~and~~or ~~without~~ regard tofor its accuracy. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish ~~the~~ content from their ~~customers~~ users and participants ~~post~~, often without filters or checks on ~~accuracy~~its ~~of the content posted~~accuracy. The opportunity ~~for~~to ~~dissemination~~disseminate of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects, or business. The harm may be immediate , without affording us an opportunity ~~for~~to seek redress or correction. Such platforms could also ~~could~~ be used ~~for~~to ~~the~~disseminate ~~dissemination of~~ trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition, and results of operations.

We may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially reasonable terms.

We rely on a variety of ~~technology that we license from~~ third-party ~~parties~~licensed technologies, such as Microsoft’s. These third-party technology licenses ~~might~~may ~~not continue~~no to longer be available to us on commercially reasonable terms, or at all. If we are unable to obtain or maintain these licenses on favorable terms, or at all, we could experience delays in completing and developing our proprietary software.

If we fail to forecast our revenue accurately due to lengthy sales cycles, or if we fail to match our expenditures with corresponding revenue, our operating results could be adversely affected.

We may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as anticipated. As a result, our operating results in future reporting periods may be significantly below the expectations of the public market, equity research analysts or investors, which could harm the price of our common stock.

We could be subject to additional sales tax or other tax liabilities.

We are also subject to U.S. (federal and state) and foreign laws, regulations, and administrative practices that require us to collect information from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government agencies. The scope of ~~such~~these requirements continues to expand, ~~requiring~~necessitating usthe todevelopment ~~develop~~ and ~~implement~~implementation of new compliance systems. Failure to comply with such laws and regulations could result in significant penalties.

The 26 adoption of tax reform policies, including the enactment of legislation or regulations ~~implementing~~that ~~changes~~change in the tax treatment of companies engaged in Internet commerce or the U.S. taxation of international business activities, could materially affect our financial position and results of operations.

If we do not begin togenerating ~~generate~~ significant ~~revenues~~revenue, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests. If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.

If we do not begin togenerating ~~generate~~ significant ~~revenues~~revenue from our operations, we will need additional capital, which may not be available on ~~reasonable~~ reasonable terms or at all. ~~The~~Raising ~~raising of~~ additional capital will dilute current stockholders’ ownership interests. We may need to raise additional funds through public or private debt or equity financings to meet various objectives, including, but not limited to:

	●	maintaining enough working capital to run our business;

	●	pursuing growth opportunities, including more rapid expansion;

24● acquiring complementary businesses and technologies; ● making capital improvements to improve our infrastructure;

● acquiring complementary businesses and technologies; ● making capital improvements to improve our infrastructure; ● responding to competitive pressures; ● complying with regulatory requirements for advertising or taxation; and ● maintaining compliance with applicable laws.22

	●	responding to competitive pressures;

	●	complying with regulatory requirements for advertising or taxation; and

	●	maintaining compliance with applicable laws.

Any additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

~~Further~~Furthermore, any additional debt or equity financing ~~that~~ we may need may not be available on ~~terms~~ favorable ~~to us~~terms, or at all. If we are unable to obtain the required additional capital, we may have to curtail our growth plans or ~~cut~~reduce ~~back on~~ existing business, and we may not be able to ~~continue~~ continue operating if we do not generate sufficient ~~revenues~~operating ~~from~~revenue ~~operations needed~~ to ~~stay~~remain ~~in business~~viable.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses inrelated ~~connection~~to ~~with~~ certain securities we issue, such as convertible notes and warrants, which may adversely ~~impact~~affect our financial condition.

Our insurance coverage and indemnity rights may not adequately protect us against loss.

The types, coverage, or ~~the~~ amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any ~~losses~~ losses we may actually incur in the operation of our business. ~~Further~~Furthermore, any insurance we may ~~desire~~wish to purchase may not be available to us on terms we find acceptable, or at all. We are not indemnified by all of our suppliers, and any indemnification rights we may have ~~may~~ may not be enforceable or adequate to cover actual losses we may incur asarising afrom ~~result of~~ our sales of their products. Actual losses for ~~which~~ which we are not insured or indemnified, or which exceed our insurance coverage or the capacity of our indemnitors or our ability to ~~enforce~~ enforce our indemnity agreements, could have a material adverse effect on our business.

Our operating results may vary significantly from quarter to quarter.

Our operating results may vary significantly from quarter to quarter due to seasonality and other reasons such as the rapidly evolving nature of our business. We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to:

● acquire new customers and retain existing customers; ● attract and retain high-quality restaurants and other merchants; ● increase the number, variety, quality, and relevance of discount certificates and Discount Dining Passes, including through third -party business partners and technology integrations, as we attempt to expand our current platform; ● leverage other platforms to display our offerings; ● deliver a modern mobile experience and achieve additional mobile adoption to capitalize on customers continued shift toward mobile device usage; ● increase booking capabilities; ● increase the awareness of, and evolve, our brand to an expanded customer base; ● reduce costs and improve selling, general and administrative (SG&A) leverage;

2523

● deliver a modern mobile experience and achieve additional mobile adoption to capitalize on customers’ continued shift toward mobile device usage; ● increase booking capabilities; ● increase the awareness of, and evolve, our brand to an expanded customer base; ● reduce costs and improve selling, general and administrative (SG&A) leverage; ● successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities; ● provide a superior customer service experience for our customers; ● avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches; ● respond to continuous changes in consumer and merchant use of technology; ● offset declines in email, search engine optimization (“SEO”) and other traffic channels and further diversify our traffic channels; ● react to challenges from existing and new competitors; ● respond to seasonal changes in supply and demand; and ● address challenges from existing and new laws and regulations.

In addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter to quarter.

If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.

We must continue to retain and acquire customers who make purchases on our platform to increase profitability. Further, as our customer base evolves, the composition of our ~~customers~~customer base may change in aways ~~manner~~ that ~~makes~~make it more difficult to generate revenue to offset the ~~loss~~ loss of existing customers, ~~and~~cover the costs ~~associated~~of ~~with~~ acquiring and retaining customers, and to maintain or increase our customers’ purchase frequency. If customers do not perceive our offerings toas be attractive, or if we fail to introduce new, ~~and~~ more relevant deals , or to increase awareness and understanding of ~~the~~our offerings on our marketplace platform, we may ~~not~~ be ~~able~~unable to retain or acquire customers at levels necessary to grow our business and profitability. Further, the traffic to our website and mobile applications, including traffic from consumers responding to our emails and search engine optimization, has declined in recent years, such that an increasing proportion of our traffic is generated from paid marketing channels, such as search engine marketing. In addition, changes to search engine algorithms or similar actions are not within our control and could adversely affect traffic to our website and mobile applications. If we are unable to acquire new customers in numbers sufficient to grow our business and offset the number of existing active customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our profitability may decrease and our operating results may be adversely affected.

26Our future success depends upon our ability to attract and retain high-quality merchants and third-party business partners.

~~Our~~We ~~future~~must ~~success~~continue ~~depends~~to ~~upon~~attract and retain high-quality restaurants and other merchants to increase profitability. A key priority of our ~~ability~~strategy is to ~~attract~~increase our sales and ~~retain~~marketing efforts to attract more high-quality restaurants and other merchants. We do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us. If merchants decide that using our services no longer effectively attracts new customers or sells their products, they may stop working with us or negotiate lower margins or fees. In addition, current or future competitors may accept lower margins, or negative margins, to secure merchant offers that attract attention and ~~third~~acquire new customers. We may also experience attrition among our merchants, driven by factors such as losses to competitors and closures or bankruptcies. If we are unable to attract and retain high-~~party~~quality merchants in numbers sufficient to grow our business, ~~partners~~or if merchants are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.

We must continue to attract and retain high quality restaurants and other merchants to increase profitability. A key priority of our strategy is to increase our sales and marketing efforts to attract more high-quality restaurants and other merchants. We do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us. If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling their offerings, they may stop working with us or negotiate to pay us lower margins or fees. In addition, current or future competitors may accept lower margins, or negative margins, to secure merchant offers that attract attention and acquire new customers. We also may experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant bankruptcies. If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.24

Risks Related to Our Common Stock

Our securities are “Penny Stock” and subject to specific rules governing their sale to investors.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for the Company’s shareholders to sell shares of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements ~~have~~must to be sent disclosing recent ~~price~~ price information for the penny stock held in the account and information on the limited market infor penny stocks.

There is limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

There is limited trading activity in our common stock. Although our common stock is now trading on the Nasdaq Marketplace, there ~~can~~is be no ~~assurance~~ assurance that a more active market for the common stock will develop, or, if one ~~should develop~~does, ~~there is no assurance~~ that it will be sustained. If a market does not develop or is not sustained, it may be difficult for you to sell your common stock at the time you wish to sell ~~them~~it, at a price that is attractive to you, or at all. You may not be able to sell your common stock at or above the offering price per share.

Our second amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our second amended and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any state law claim for (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of or based on a breach of a fiduciary duty owed by any director, officer or other employee of ours to us or our stockholders; (3) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law; or (4) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our second amended and restated bylaws further ~~provides~~provide that unless we consent in writing to the selection of an alternative forum, the United States District Court in Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our second amended and restated bylaws provide that any person or entity purchasing or otherwise acquiring any shares of our common stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

We recognize that the Delaware Forum Provision and the Federal Forum Provision in our second amended and restated bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the forum selection clauses in our second amended and restated bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.25

We recognize that the Delaware Forum Provision and the Federal Forum Provision in our second amended and restated bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the forum selection clauses in our second amended and restated bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act to be brought in federal court were “facially valid” under Delaware law, there is uncertainty about whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found unenforceable, we may incur additional costs to resolve such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement. Failure to identify and ~~thereafter~~ implement required changes to our internal controls , or any others ~~that~~ we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would ~~have~~negatively aaffect ~~negative effect on~~ the trading price of our stock.

The price of our common stock may become volatile, which could lead to investor losses ~~by investors~~ and costly securities litigation.

The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

	●	actual or anticipated variations in our operating results;
	●	announcements of developments by us or our competitors;
	●	regulatory actions regarding our products;
	●	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
	●	adoption of new accounting standards affecting our industry;
	●	additions or departures of key personnel;
	●	introduction of new products by us or our competitors;
	●	sales of our common stock or other securities in the open market; and
	●	other events or factors, many of which are beyond our control.

28The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in a company’s stock price, securities class action litigation has often been initiated against the company. Litigation initiated against the Company, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could harm our business and financial condition.

~~The~~Investors ~~stock~~may ~~market~~experience isdilution ~~subject~~of totheir ~~significant~~ownership ~~price~~interests ~~and~~due ~~volume~~to ~~fluctuations.~~future Inissuances ~~the past, following periods~~ of ~~volatility~~additional inshares ~~the market price~~ of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against the Company, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could harm our ~~business~~common ~~and financial condition~~stock.

~~Investors~~In the future, we may ~~experience~~issue additional authorized but previously unissued equity securities, resulting in the dilution of ~~their~~the ownership interests ~~because~~of our present stockholders. We may also issue additional shares of ~~the~~common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. In addition, conversion of the currently outstanding warrants will further dilute investors’ voting power in this offering and will disproportionately diminish their ability to influence our management, given the large percentage of shares currently held by our directors and officers, as discussed in the risk factor below. The future issuance of any such additional shares of common stock may also create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants, or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock are currently traded.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. In addition, conversion of the currently outstanding warrants will further dilute the voting power of investors in this offering and will disproportionately diminish their ability to influence our management given the large percentage of shares currently held by our directors and officers as discussed in the risk factor below. The future issuance of any such additional shares of common stock may also create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock is currently traded.26

Our common stock is controlled by insiders.

Our officers and directors beneficially own approximately 20% of our outstanding shares of common stock. Such concentrated control may adversely affect the price of our common stock. Investors who acquire common stock may have no effective voice in our management, ~~since~~as ~~the~~ insiders ~~will~~ ~~have the ability to~~ can influence us through this ownership position. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders, acting together, may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you ~~may~~ believe are in your best interest as ~~one~~a ~~of our stockholders~~stockholder. In addition, sales by our insiders or affiliates, along with any other market transactions, could negatively affect the market price of our common stock.

The market price of our common stock may fluctuate, and you could lose all or part of your investment.

The price of our common stock may decline. The stock market in general, and the market price of our common stock, will likely ~~be subject to fluctuation~~fluctuate, whether due to, or ~~irrespective~~independent of, our operating results, financial condition, and prospects.

Our financial performance, our industry’s overall performance, changing consumer preferences, ~~technologies~~technological developments, government regulatory ~~action~~actions, tax laws, and general market conditions ~~in general~~ could ~~have~~significantly aaffect ~~significant impact on~~ the future market price of our common stock. Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include:

	●	actual or anticipated variations in our periodic operating results;

	●	increases in market interest rates that lead purchasers of our common stock to demand a higher investment return;

	●	changes in earnings estimates;

	●	changes in market valuations of similar companies;

	●	actions or announcements by our competitors;

	●	adverse market reaction to any increased indebtedness we may incur in the future;

	●	additions or departures of key personnel;

	●	actions by stockholders;

	●	speculation in the media, online forums, or investment community; and

	●	our intentions and ability to list our common stock on the NYSE MKT and our subsequent ability to maintain such listing.

As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.

Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we ~~are~~can ~~able to~~ provide simplified executive compensation disclosures in our filings ~~and~~with ~~have~~the ~~certain~~SEC ~~other~~and ~~decreased~~have reduced disclosure obligations ~~in our filings with the SEC~~, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

Furthermore, we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Section 404(b) of the Sarbanes-Oxley Act. Because we are not required to, and have not, had our auditors provide an attestation of our management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

We use, store, and process data for and about our customers, employees, partners, and suppliers. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems, and business operations.

Cyber Risk Management and Strategy

Under the oversight of the Board of Directors and Audit Committee, we have implemented and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes are integrated into our overall risk management processes, and cybersecurity is one of our designated risk categories. We use the National Institute of Standards and Technology Cybersecurity Framework to guide our approach, ensuring a structured and comprehensive strategy for managing cybersecurity risks. We implement a risk-based approach to ~~the~~managing ~~management of~~ cyber threats, supported by cybersecurity technologies, including automated tools, ~~designed~~ to monitor, identify, and address ~~cybersecurity~~ risks. In support of this approach, our IT security team implements processes to assess, identify, and manage security risks to the company, including in the areas of security and compliance, application security, infrastructure security and data privacy. This process includes regular compliance and critical system access reviews. In addition, we conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We also maintain an incident response plan to guide our processes in the event of an incident. We also have a process tothat ~~require~~requires corporate employees to ~~undertake~~complete cybersecurity training and compliance programs annually.

We utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing.

Further, we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that will have access to Company data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring.

We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.

Although risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition, we have, from time to time, experienced threats to and breaches of our and our third-party vendors’ data and systems. For more information, please see Item 1A. Risk Factors, the section titled “Risk Factors—Risks Related to Our Company and Our Business—We are subject to ~~cyber~~cybersecurity ~~security~~ risks and risks of data loss or other security breaches.”

Risk Management Oversight and Governance

Our Board of Directors ~~has~~oversees ~~oversight of~~ our cybersecurity program and has delegated the quarterly assessments and management of cybersecurity ~~risks~~ risks to the Audit Committee.

Our IT Manager and our IT Administrator oversee our information security program and lead our information security team. Our IT Manager has primary responsibility for assessing and managing our cybersecurity threat management program, informed by over ten years of experience leading cross-functional organizations in the development and operation of large-scale systems.

Our IT Manager reports quarterly to the Audit Committee of the Board of Directors on the information security program and related cyber risks and provides an annual update to the Board of Directors on the Company’s overall risk management strategy, which includes addressing cybersecurity risks. Any cybersecurity incidents at the Company are reported to the Audit Committee by the IT Manager.

ITEM 2. PROPERTIES

Our principal executive offices, including Restaurant.com, are located at 1100 Woodfield Road, Suite 510, Schaumburg, IL 60173, and consist of approximately 7,850 square feet. The corresponding lease was executed in April 2023 for a ~~term of~~ 36-month ~~months~~term ~~and~~at an average base rent of of approximately $7,500 per month.

In ~~July~~April ~~2018~~2024, CardCash signed a lease for its office located in Woodbridge, New Jersey. The lease has a term of 7061 months through April ~~2024~~2029, and an average base rent of approximately $1728,000 per month.

ITEM 3. LEGAL PROCEEDINGS

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.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Recent Sales of Unregistered Securities

In December 2024, the Company received net proceeds of $200,000 for the sale of 150,000 shares of common stock, as part of a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, LLC. As a condition of the right of the Company to commence sales of its Purchase Shares to ClearThink Capital under the Strata Purchase Agreement, the Company issued to ClearThink Capital under the terms of the Securities Purchase Agreement, 100,000 restricted shares of Giftify’s common stock and an effective registration statement covering the resale of the Purchase Shares.None

Market Information

On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq. Prior to August 6, 2024, our common stock has been quoted on the OTC:QB under the symbol RSTN since September 25, 2020. From April 17, 2020 to September 25, 2020, our common stock was quoted on the OTC:Pink under the symbol UBID and prior thereto under the symbol QMKR.

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 our name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024.

On October 25, 2024, Nasdaq announced that the change of the Company’s name to Giftify and its trading symbol to GIFT would be effective on October 28, 2024.

The following table sets forth the high and low bid closing prices for our common stock for the periods indicated, as reported by Nasdaq and the OTC:QB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission.

	High		Low
Year Ending December 31, 2025
October 1, 2025 through December 31, 2025	$	1.22	$	0.95
July 1, 2025 through September 30, 2025	$	1.56	$	0.86
April 1, 2025 through June 30, 2025	$	2.18	$	1.17
January 1, 2025 through March 31, 2025	$	2.38	$	0.82
Year Ending December 31, 2024
October 1, 2024 through December 31, 2024	$	2.54	$	0.92
July 1, 2024 through September 30, 2024	$	4.22	$	0.50
April 1, 2024 through June 30, 2024	$	4.27	$	3.60
January 1, 2024 through March 31, 2024	$	4.65	$	3.25
Year Ending December 31, 2023
October 1, 2023 through December 31, 2023	$	4.45	$	3.15
July 1, 2023 through September 30, 2023	$	4.60	$	2.97
April 1, 2023 through June 30, 2023	$	3.70	$	2.88
January 1, 2023 through March 31, 2023	$	3.39	$	1.35

Holders

As of December 31, ~~2024~~2025, there were ~~809~~825 holders of record of our common stock.

Dividends

We have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, ~~2024~~2025.

Number of Securities to be issued upon exercise of vested Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

(a)

(b)

Equity Compensation Plans (1)

Approved by Security Holders 2019 Plan

4,~~121~~047,~~830~~222

43.2811

35,~~878~~952,~~170~~778

(1) The only equity compensation plan approved by security holders is our 2019 Stock Incentive Plan. There are 40 million authorized shares under the 2019 Stock Incentive Plan.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context otherwise requires, references in this section to “the Company,” “Giftify” “we,” “us,” “our” and other similar terms refer to Giftify, Inc. and its subsidiaries and references to “CardCash” refer to the Company, formerly known as CardCash Acquisition Corp., prior to the Merger (as defined below).

The following discussion and analysis of the financial condition and results of operations of Giftify should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis should also be read together with the section entitled “Organization and description of business” as of December 31,2024 and 2023 (Successor) and for the period from January 1, 2023 through December 29, 2023 (Predecessor). In addition to historical information, the following discussion and analysis contains forward-looking statements. Our actual results may differ significantly from those projected in such forward-looking statements. Factors that might cause future results to differ materially from those projected in such forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” All figures are presented in thousands, except percentages, rates and unless otherwise noted.

References to “Notes” are notes included in our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

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 ~~August~~May 1829, ~~2023~~2025, wethe ~~entered~~Company ~~into~~acquired anTakeout7 ~~agreement~~Inc. ~~and~~Takeout7 ~~plan~~is ofa ~~merger~~restaurant totechnology ~~acquire~~company ~~CardCash~~offering ~~Exchange~~comprehensive ~~Inc~~online ~~(“CardCash”).~~ordering ~~On December~~solutions ~~29,~~through ~~2023,~~its ~~the~~TakeOut7 ~~merger~~platform ~~was~~and ~~completed~~AI-powered ~~and~~digital ~~has~~marketing ~~been~~services ~~accounted~~through ~~for~~its asPlatr aplatform. ~~business~~The ~~combination~~acquisition ~~using~~of Takeout7 expands the ~~acquisition~~Company’s ~~method~~technology ofofferings ~~accounting.~~to ~~CardCash was~~include ~~formed~~end-to-end insolutions ~~2013~~for ~~and~~independent ~~purchases~~restaurants. ~~merchant~~In ~~gift~~early ~~cards~~2026, Takeout7 and ~~resells~~its operations ~~them~~were atmerged ainto ~~markup~~our subsidiary, Restaurant.com, Inc.

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 accounted for as a business combination under the acquisition method. 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~~is as a leading gift card exchange platform, ~~facilitating~~that facilitates 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~~including as Target, Home Depot, Starbucks ~~and~~, 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~~discount ~~lower~~to ~~than~~ their face ~~worth~~value and ~~subsequently~~resells ~~retails~~ them at a ~~discounted~~discount ~~rate~~ to discerning shoppers nationwide. This avenue not only allows individuals to ~~obtain~~redeem ~~cash~~unwanted ~~for their unneeded~~ gift cards for cash but also enables them to make cost-effective purchases ~~through~~ with discounted gift cards.

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

Our B2C division accounted for approximately 5015% of gross revenue in our fiscal year ended December 31, ~~2024~~2025. 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 six 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~~offerings (“Specials”), generating significantly ~~greater~~ higher revenue per customer ~~when~~than ~~compared to~~ purchasing our other products. The average order value for these Specials sales is nearly five times that of a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses ~~presents~~present a significant revenue opportunity through such cross-promotions.

Restaurant.com Business to Business Division

Our B2B division accounted for approximately 5085% of our gross revenue in our fiscal year ended December 31, ~~2023~~2025. 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~~from third-party offers and display ~~ad revenue~~ads. 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 customer database, which we believe is ofvaluable ~~value~~ to merchants for a variety of services ~~and~~ and products.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, adversely affected ~~work~~workforces, ~~forces~~economies, ~~economies~~ and financial markets globally. The outbreak has negatively impacted our revenues asdue ato ~~result of the~~ temporary restaurant closures of ~~restaurants throughout~~ across 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~~limits for indoor dining. Our revenues from the 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 our business’s progress and make strategic decisions. Certain financial metrics are reported in accordance with GAAP, and others are non-GAAP financial measures. As our business evolves, we may update the key financial and operating metrics we use to measure our performance. 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 consists of sales of discounted merchant gift cards, in which we collect the transaction price from the customer and remit a portion 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 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 they measure the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings we retain after merchant payments.

A reconciliation of our net sales (as reported) to our gross billings for the years ended December 31, 2025 and 2024 were as follows:

	Year Ended December 31,
	2025		2024		Change %
Net sales (as reported)	$	83,181,716	$	88,934,036		-6.5	%
Company costs of Agent Transactions (see discussion below)		71,525,684		32,755,278		118.4	%
Gross billings	$	154,707,400	$	121,689,314		27.1	%

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 the associated ~~increases~~changes in our operating costs, and how ~~that~~ these 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. AtAs of December 31, ~~2024~~2025, the Company had ~~cash of~~ $3,~~574~~654,~~876~~944 in cash available to fund its operations, including expansion plans, and to service its debt, and ~~a negative~~ working capital of $3249,~~204,077~~223.

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~~incurred ~~experienced~~ operating losses and negative operating ~~cash~~ cash flows ~~during~~in ~~2024~~2025 and ~~2023~~2024. 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, and our independent registered public accounting firm has agreed with our conclusion that there is a substantial doubt ~~about~~regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. The ~~Company’s~~ report of our independent registered public accounting firm, ~~in its report~~ on ~~the~~our ~~Company’s consolidated~~ financial statements for the year ended December 31, ~~2024~~2025, ~~has~~includes ~~also~~an ~~expressed~~explanatory paragraph regarding the existence of substantial doubt about ~~the~~our ~~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.

~~Basis of Presentation~~33

OnRevenue August 18, 2023, Giftify, Inc. entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed. Giftify’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of Giftify consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, Giftify (Successor) and CardCash (Predecessor) are referred to as the “Company”.Recognition

36We 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.

~~Results~~Deciding ofwhether ~~Operations~~the –Company ~~Year~~is ~~ended~~a ~~December~~principal 31or an agent requires significant judgment and analysis. This is particularly true when evaluating factors such as responsibility for fulfilling the customer promise, ~~2024~~inventory risk, ~~compared~~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 ~~year~~ensure ~~ended~~accurate ~~December~~revenue ~~31,~~recognition ~~2023~~in accordance with ASC 606.

~~GIFTIFY,~~The ~~INC.~~following ~~AND~~table ~~SUBSDIARIES~~reconciles ~~(FKA~~the ~~RDE,~~recording ~~INC~~of the Company’s gross vs.~~) CONSOLIDATED~~ ~~STATEMENTS~~net OFtransactions ~~OPERATIONS~~to the Company’s reported net sales.

	Successor						Predecessor
	Year Ended December 31,
	Year Ended			December 30, 2023 to			January 1, 2023 to
	2025			2024
	December 31, 2024			December 31, 2023			December 29, 2023
Gross revenue (Principal Transactions)	$	78,264,149		$	86,758,876
Net Sales	$	88,934,036		$	484,860		$	86,661,944
Net revenue (Agent Transactions)		4,917,567			2,175,160
Cost of sales		75,789,255			418,350			76,220,645
Net Sales	$	83,181,716		$	88,934,036
Gross profit		13,144,781			66,510			10,441,299
Operating Expenses
Selling, general and administrative expenses		27,615,865			5,086,510			11,152,428
Amortization of capitalized software costs		1,472,974			-			1,080,537
Amortization of intangible assets		2,431,668			-			300,000
Impairment of property and equipment		-			-			738,740
Impairment of intangibles		-			-			250,000
Total operating expenses		31,520,507			5,086,510			13,521,705
Loss from operations		(18,375,726	)		(5,020,000	)		(3,080,406	)
Other income (expense):
Interest expense		(1,002,354	)		-			(2,890,466	)
Financing costs		(131,000	)		-			-
Gain on forgiveness of debt		-			-			5,876,000
Total other income (expense), net		(1,133,354	)		-			2,985,534
Net loss before income taxes		(19,509,080	)		(5,020,000	)		(94,872	)
Income taxes (expense) benefit		677,000			-			(29,673	)
Net loss	$	(18,832,080	)	$	(5,020,000	)	$	(124,545	)

The increase in net revenue recognized as agent increased $2,742,407, or 126.1%, during the year ended December 31, 2025, as compared to the prior year period. The increase over the previous year was due to the sale of cruise-line-related gift cards, 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 – Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Operating Metrics

Our gross billings for the year ended December 31, 2025 and 2024 were as follows:

	Year Ended December 31,
	2025		2024		Change %
Gross billings	$	154,707,400	$	121,689,314		27.1	%

Gross billings increased 27.1% during the year ended December 31, 2025, as compared to the prior year period. A significant portion of our revenue comes from discounted merchant gift card sales, in which we collect the transaction price from the customer and remit a portion to third-party suppliers of the related goods or services. For these transactions, gross billings differ from the Net Sales reported in our Consolidated Statements of Operations, which reflect only the fees and commissions we retain from the sale of discounted merchant gift cards.

Financial Results

GIFTIFY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2025			2024
Net Sales	$	83,181,716		$	88,934,036
Cost of sales		67,686,362			75,789,255
Gross profit		15,495,354			13,144,781

Operating Expenses
Selling, general and administrative expenses		22,933,052			27,615,865
Depreciation of capitalized software costs		645,375			1,472,974
Amortization of intangible assets		2,271,673			2,431,668
Total operating expenses		25,850,100			31,520,507

Loss from operations		(10,354,746	)		(18,375,726	)

Other expense:
Interest income		15,511			-
Interest expense		(604,759	)		(1,002,354	)
Financing costs		(95,000	)		(131,000	)
Other income		38,540
Total other expense, net		(645,708	)		(1,133,354	)
Net loss before income tax benefit		(11,000,454	)		(19,509,080
Income tax benefit		508,796			677,000
Net loss	$	(10,491,658	)	$	(18,832,080	)

The following is a discussion of our results of operations.

Net Sales

~~For~~Net sales for the year ended December 31, ~~2023~~2025 and 2024, ~~the~~were ~~Company’s~~$83,181,716 ~~operating~~and ~~revenues~~$88,934,036, ~~consisted~~respectively, a decrease of 6.5%. The decrease in net sales ~~generated~~was bydue ~~our~~to ~~CardCash~~the ~~business~~change in the mix of agent versus principal transactions as discussed above. ~~See~~Merchant ~~our~~gift card sales accounted ~~Basis~~for approximately 97% and 98% of ~~Presentation~~our ~~discussion~~net ~~above~~sales for the year ended December 31, 2025 and 2024, respectively.

	Successor				Predecessor
	Year Ended		December 30, 2023 to		January 1, 2023 to
	December 31, 2024		December 31, 2023		December 29, 2023
CardCash	$	86,991,638	$	484,860	$	86,661,944
Restaurant.com		1,942,398		-		-
Sales	$	88,934,036	$	484,860	$	86,661,944

CardCash

Sales for the year ended December 31, 2024 and 2023, were $86,991,638 and $87,146,804, respectively. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 13.0%, as compared to a gross margin of 12.0% in the prior year period, which generated an increase in gross profit as compared to the prior year period.

Restaurant.com

Sales for the year ended December 31, 2024 were $1,942,399. Per our Basis of Presentation discussion above, Restaurant.com sales were not included in the prior year numbers.

Cost of Sales

	Successor				Predecessor
	Year Ended December 31, 2024		December 30, 2023 to December 31, 2023		January 1, 2023 to December 29, 2023
CardCash	$	75,654,690	$	418,350	$	76,220,645
Restaurant.com		134,565		-		-
Cost of Sales	$	75,789,255	$	418,350	$	76,220,645

Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the year ended December 31, 2025 and 2024, were $67,686,362 and $75,789,255, respectively. Gross profit increased $2,350,573, or 17.9%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 18.6% and 14.8% for the year ended December 31, 2025, and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions) described above, compared with the prior-year period.

For the year ended December 31, 2023, the Company’s cost of sales consisted of solely our CardCash business. See our Basis of Presentation discussion above. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations.

CardCash

Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the year ended December 31, 2024 and 2023, were $75,654,690 and $76,638,995, respectively. Our cost of sales declined 1.3%, which generated an increase in gross margin of $829,139, or 7.9%, as compared to the prior year period. Our cost of sales, as a percentage of sales, were 87.0% and 87.9%, for the year ended December 31, 2024 and 2023, respectively.

Restaurant.com

Cost of sales for the year ended December 31, 2024 were $134,565. Per our Basis of Presentation discussion above, Restaurant.com sales were not included in the prior year numbers.

Operating Expenses

	Successor				Predecessor
	Year Ended December 31, 2024		December 30, 2023 to December 31, 2023		January 1, 2023 to December 29, 2023
Selling, general and administrative expenses	$	27,615,865	$	5,086,510	$	11,152,428
Amortization of capitalized software costs		1,472,974		-		1,080,537
Amortization of intangible assets		2,431,668		-		300,000
Impairment of property and equipment		-		-		738,740
Impairment of intangibles		-		-		250,000
Operating expenses	$	31,520,507	$	5,086,510	$	13,521,705

Selling, general, and administrative expenses consist of costs incurred to identify, communicate with, and evaluate potential customers and related business opportunities; compensation to officers and directors; 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.

38Selling, general and administrative expenses were $22,933,052 for the year ended December 31, 2025, as compared to $27,615,865 for the year ended December 31, 2024, a decrease of $4,682,813. The decrease was due to a $5,182,023 reduction in stock-based compensation expense during the year ended December 31, 2025, partially offset by increases in payroll and benefits expenses, marketing and advertising costs, and other general expenses to support our business.

~~Selling, general and administrative expenses.~~35

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 $27,615,865 for the year ended December 31, 2024, as compared to $16,238,938 for the year ended December 31, 2023, an increase of $11,376,927. The increase was from increased stock-based compensation expense of $6,482,766 during the year ended December 31, 2024, increased payroll and benefit expenses, and general changes in our business and operations. For the period January 1, 2023 to December 29, 2023, selling, general and administrative expenses of Giftify were excluded. See our Basis of Presentation discussion above.

Amortization of capitalized software costs.

Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $1645,~~472,974~~375 during the year ended December 31, ~~2024~~2025, as compared to $1,~~080~~472,~~537~~974 during the year ended December 31, ~~2023~~2024.

Amortization of intangible assets.

Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $2,~~431~~271,~~668~~673 during the year ended December 31, ~~2024.~~2025, ~~Amortization~~as compared to amortization expenses ~~were~~of $~~300~~2,~~000~~431,668 during the year ended December 31, ~~2023~~2024.

Impairment of property and equipment.

During the year ended December 31, 2023, the Company determined that certain property and equipment were impaired, resulting in a charge to operations of $738,740 at December 31, 2023. No similar event occurred in the current year period.

Impairment of intangibles

During the year ended December 31, 2023, the Company determined that certain intangible assets were impaired, based on a third-party valuation, resulting in a charge to operations of $250,000 at December 31, 2023. No similar event occurred in the current year period.

Loss from Operations

	Successor						Predecessor
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
Loss from operations	$	(18,375,726	)	$	(5,020,000	)	$	(3,080,406	)

For the year ended December 31, 2025, we incurred a loss from operations of $10,354,746, compared with $18,375,726 for the year ended December 31, 2024. The decrease in loss from operations was due to our increased gross profit offset by decreased stock-based compensation expense, as discussed above.

~~For~~Other ~~the year ended December 31~~Expenses, 2024, we incurred a loss from operations of ($18,375,726), as compared to a loss from operations of ($8,100,406) for the year ended December 31, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, impairment of goodwill and intangible assets, and operating costs, as discussed above. For the period January 1, 2023 to December 29, 2023, operations of Giftify were excluded. See our Basis of Presentation discussion above. Net

~~Other~~For ~~Income~~the ~~(Expenses)~~year ended December 31, 2025, we incurred interest expense, net of $604,759, as compared to interest expense, net of $1,002,354 for the year ended December 31, 2024. The decrease in interest expense was due to our decreased debt balances. We recorded financing costs of $95,000 for the year ended December 31, 2025 as compared to $131,000 for the prior year period. Lastly, we recorded additional income of $38,540 for the year ended December 31, 2025, which did not occur in the prior year period.

	Successor					Predecessor
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023		January 1, 2023 to December 29, 2023
Interest expense	$	(1,002,354	)	$	-	$	(2,890,466	)
Financing costs		(131,000	)		-		-
Gain on forgiveness of debt		-			-		5,876,000
Total other income (expense), net	$	(1,133,354	)	$	-	$	2,985,534

Income Tax Benefit

WeFor ~~had other expenses of ($1,133,354) for~~ the year ended December 31, ~~2024~~2025, aswe ~~compared~~recognized toan ~~other~~ income tax benefit of $2508,~~985~~796,~~534~~ ~~for~~compared ~~the~~with ~~year ended December 31, 2023. Other expense income for the year ended December 31, 2024, consisted of financing costs of~~ $~~131~~677,000 ~~and interest expense of $1,002,354. Other income~~ for the year ended December 31, ~~2023, consisted of a gain from the forgiveness of convertible notes and promissory notes totaling $5,876,000, offset by interest expense of $2,890,466~~2024.

Net Loss

	Successor						Predecessor
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
Net Loss	$	(18,832,080	)	$	(5,020,000	)	$	(124,546	)

We realized a net loss of $10,491,658 for the year ended December 31, 2025, as compared to a net loss of $18,832,080 for the year ended December 31, 2024. The decrease in net loss was driven by higher gross profit, lower stock-based compensation expense, and lower interest expense, as discussed above.

WeNon-GAAP ~~realized~~Financial aMeasure net loss of ($18,832,080) for the year ended December 31, 2024, as compared to a net loss of ($5,144,546) for the year ended December 31, 2023 (including Predecessor from January 1, 2023 to December 29, 2023). The increase in net loss was due to our increased gross profit offset by increased stock-~~based compensation~~ ~~expense,~~Modified ~~operating costs, other expenses, and decreased income taxes, as discussed above.~~EBITDA

40In addition to our GAAP results, we present Modified EBITDA as a supplemental performance measure. 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.

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.36

~~Management~~Set ~~considers~~forth ~~our~~below ~~core~~is ~~operating~~a ~~performance~~reconciliation ~~to be that which our managers can affect in any particular period through their management~~ of ~~the~~ ~~resources~~net ~~that~~loss ~~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~~for ~~should be aware that in~~ the ~~future~~year weended ~~may~~December ~~incur~~31, ~~expenses~~2025 ~~that are~~and ~~the~~2024 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.(unaudited):

Set forth below is a reconciliation of net loss to Modified EBITDA for the year ended December 31, 2024 and 2023 (unaudited):

	Year Ended December 31, 2025			Year Ended December 31, 2024

Net Loss	$	(10,491,658	)	$	(18,832,080	)

Modified EBITDA adjustments:
Income taxes		(508,796	)		(677,000	)
Interest expense, net		604,759			1,002,354
Financing costs		95,000			131,000
Other income		(38,540	)		-
Amortization of intangible assets		2,271,673			2,431,668
Amortization of capitalized software costs		645,375			1,472,974
Loss on fair value of stock issued on vendor settlement		33,750			150,000
Bad debt expense		100,810			-
Stock option and other noncash compensation		6,302,614			11,484,708
Total Modified EBITDA adjustments		9,506,645			15,995,704

Modified EBITDA	$	(985,013	)	$	(2,836,376	)

	Successor						Predecessor
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
Net Loss	$	(18,832,080	)	$	(5,020,000	)	$	(124,545	)
Modified EBITDA adjustments:
Income taxes		(677,000	)					29,673
Interest expense		1,002,354			-			2,890,466
Financing costs		131,000			-			-
Gain on forgiveness of debt		-			-			(5,876,000	)
Amortization of intangible assets		2,431,668			-			300,000
Amortization of capitalized software costs		1,472,974			-			1,080,537
Stock option and other noncash compensation		11,484,708			5,000,000			1,942
Fair value of stock issued on vendor settlement		150,000			-			-
Impairment of intangible assets and property and equipment		-			-			988,740
Total Modified EBITDA adjustments		15,995,704			5,000,000			(584,642	)
Mofified EBITDA	$	(2,836,376	)	$	(20,000	)	$	(709,187	)

We present Modified EBITDA because we believe it helps investors and analysts compare our performance across reporting periods on a consistent basis by excluding items we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA to develop our internal budgets, forecasts, and strategic plan; to analyze the effectiveness of our business strategies and evaluate potential acquisitions; to make compensation decisions; and to communicate with our board of directors regarding our financial performance. Modified EBITDA has limitations as an analytical tool, which include, among others, the following:

~~We present~~● Modified EBITDA ~~because~~does wenot ~~believe~~reflect itour ~~assists~~cash ~~investors~~expenditures ~~and~~or ~~analysts~~future inrequirements ~~comparing~~for ~~our~~capital ~~performance~~expenditures ~~across~~or ~~reporting~~contractual ~~periods~~commitments; ~~on a~~● ~~consistent~~Modified ~~basis~~EBITDA bydoes ~~excluding~~not ~~items~~reflect ~~that~~changes wein, door ~~not~~cash ~~believe~~requirements ~~are~~for, ~~indicative of~~ our ~~core~~working ~~operating~~capital ~~performance.~~needs; In● ~~addition, we use~~ Modified EBITDA indoes ~~developing~~not ~~our~~reflect ~~internal~~future ~~budgets~~interest expense, ~~forecasts~~or ~~and~~the ~~strategic~~cash ~~plan;~~requirements innecessary ~~analyzing~~to ~~the~~service ~~effectiveness~~interest ofor ~~our~~principal ~~business~~payments, ~~strategies~~on ~~in evaluating~~our ~~potential acquisitions~~debts; ~~making~~and ~~compensation~~● ~~decisions;~~Although depreciation and inamortization ~~communications~~are ~~with~~non-cash ~~our~~charges, ~~board~~the ofassets ~~directors~~being ~~concerning~~depreciated ~~our~~and ~~financial performance.~~amortized ~~Modified~~will ~~EBITDA~~often ~~has~~have ~~limitations~~to asbe anreplaced ~~analytical~~in ~~tool~~the future, ~~which~~and ~~includes,~~Modified ~~among~~EBITDA ~~others,~~does ~~the~~not ~~following:~~reflect any cash requirements for such replacements.

● 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;37

● 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.

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

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.

Acquisitions and 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.

Recent Accounting Pronouncements

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

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.

~~Going~~As reflected ~~Concern~~in the accompanying financial statements, for the year ended December 31, 2025, the Company recorded a net loss of $10,491,658 and used cash in operations of $1,590,074. Cash used in operations was primarily for working capital. As of December 31, 2025, we had a cash balance of $3,654,944.

~~Our~~Historically, ~~consolidated~~we ~~financial statements~~ have ~~been~~financed ~~presented~~our onoperations ~~the~~through ~~basis~~existing ~~that~~cash ~~it will continue as a going concern~~balances, ~~which~~public ~~contemplates the realization of assets~~ and ~~satisfaction~~private ofissuance ~~liabilities in the normal course~~ of ~~business.~~common Westock, ~~experienced~~term ~~operating~~loans, ~~losses~~ and ~~negative~~credit ~~operating cash~~lines ~~flows during 2024 and 2023. We have financed our working capital requirements through borrowings~~ from ~~various~~financial ~~sources and the sale of equity securities~~institutions.

WeAs ~~have a history~~ of ~~reporting~~the ~~net~~issuance ~~losses.~~date ~~At December 31, 2024, we had cash~~ of $3,574,876 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $3,204,077. We anticipate our cash balance will last until approximately December 2025. As a result, we have concluded that there is substantial doubt about the ~~Company’s~~financial ~~ability to~~statements ~~continue as a going concern. In addition, the Company’s independent registered public accounting firm has~~ included ~~an explanatory paragraph~~ in ~~their~~this ~~report~~Annual ~~with~~Report ~~respect~~on toForm ~~this~~10-K, ~~uncertainty~~management expects that ~~accompanies~~ the Company’s ~~audited consolidated~~ ~~financial~~existing ~~statements~~cash as of ~~and for the year ended December 31~~$3, ~~2024. The Company’s independent registered public accounting firm~~654,944 inwill ~~their~~last ~~report~~until ~~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~~2026. ~~Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Our~~To ~~ability~~address tofunding ~~continue~~considerations, asmanagement aperiodically ~~going~~evaluates ~~concern~~funding alternatives and may raise additional funds through equity issuances, debt securities, strategic partner arrangements, strategic transactions, or credit from financial institutions. As we seek additional financing, there is ~~dependent~~no ~~upon~~assurance ~~its~~that ~~ability~~such financing will be available to ~~raise~~us on favorable terms, or at all. Our ability to obtain additional financing in the debt orand equity capital markets is subject to ~~fund~~several ~~its~~factors, ~~business activities~~including market and toeconomic ~~ultimately~~conditions, our ~~achieve~~performance, ~~sustainable~~and ~~operating~~investor ~~revenues~~sentiment regarding us and ~~profitability~~our industry.

AsWe ~~market~~are ~~conditions~~also ~~present~~continuing ~~uncertainty as~~ to ~~our~~take ~~ability~~actions to ~~secure~~improve ~~additional~~the ~~funds,~~Company’s ~~there~~operating ~~can~~performance beand nocash ~~assurances~~generated ~~that~~from weoperations, ~~will be able to~~including ~~secure~~product ~~additional~~optimization, ~~financing~~sales ongrowth ~~acceptable~~strategies, ~~terms~~operational streamlining, asnegotiating ~~and~~equitable ~~when~~vendor ~~necessary~~contracts, toand ~~continue~~managing ~~to conduct operations~~product pricing. ~~There~~However, iswe ~~also~~may ~~significant uncertainty~~be asunable to ~~the~~execute ~~amount~~these ~~and~~actions ~~type~~in ofa ~~financing~~timely ~~available~~manner, toor usat ~~in the future~~all.

If wethe ~~are~~Company is unable to ~~obtain~~raise ~~the~~additional ~~cash~~capital ~~resources~~whenever necessary toor ~~satisfy~~otherwise ~~our~~improve ~~ongoing~~its operating performance or generation of cash ~~requirements~~from operations, weit ~~could~~may be ~~required~~forced to ~~scale~~decelerate ~~back~~or curtail certain of its ~~business~~ ~~activities~~operations oruntil tosuch ~~discontinue~~time ~~its~~as ~~operations~~additional ~~entirely~~capital becomes available.

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

	Successor						Predecessor
	Year Ended December 31, 2025			Year Ended December 31, 2024
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
Net cash used in operating activities	$	(1,590,074	)	$	(3,407,539	)
Net cash used in operating activities	$	(2,551,870	)	$	-		$	(541,791	)
Net cash provided by (used in) investing activities		109,543			-
Net cash used in investing activities		-			2,038,472			(900,000	)
Net cash provided by financing activities		833,633			2,027,009
Net cash provided by financing activities		2,027,009						1,462,376
Net increase (decrease) in cash and cash equivalents	$	(646,898	)	$	(1,380,530	)
Net increase (decrease) in cash and cash equivalents	$	(524,861	)	$	2,037,472		$	20,585

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 year ended December 31, ~~2024~~2025 was ~~approximately~~ $21,~~551~~590,~~870~~074 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, ~~impairment of goodwill and 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 year ended December 31, ~~2023~~2024 was approximately $~~541~~3,~~791~~407,539 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, ~~impairment 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

~~The~~Cash provided ~~Company~~by ~~had no cash flows from~~ investing activities for the year ended December 31, ~~2024~~2025 was $109,543, which was from cash received on an acquisition.

~~Cash~~We ~~provided~~had byno cash flows from investing activities for the year ended December 31, ~~2023 was $1,138,472, which was comprised of $2,038,472 of cash received from an acquisition, offset by $900,000 of cash used for capital expenditures~~2024.

Financing Activities

Cash provided by financing activities for the year ended December 31, ~~2024~~2025 was $2833,~~027~~633,~~009,~~ which was from aggregate proceeds of $35,~~507~~019,~~585~~ 905 on the sale of common stock, net proceeds of $1985,~~978,~~000 from a note payable ~~to a related party~~, offset by repayment of our line of credit balance of of $2592,~~932~~145,~~305,~~ and repayment of our notes payable of $264,~~271~~579, ~~and payment of $500,000 on our acquisition obligation~~127.

~~For~~Cash provided by financing activities for the year ended December 31, ~~2023,~~2024 ~~cash provided by financing activities~~ was $12,~~462~~027,~~376~~009, which was from ~~net~~ proceeds ~~received~~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 ~~facility~~ of $12,~~212~~503,~~376~~236, and apayment of $~~250~~500,000 on ~~working~~our ~~capital~~acquisition ~~advance from Giftify~~obligation.

~~Secured~~Going ~~Revolving Line of Credit~~Concern

InOur ~~November~~consolidated ~~2020,~~financial ~~CardCash~~statements ~~entered~~have ~~into~~been anpresented ~~amended~~on ~~and~~the ~~restated~~basis ~~promissory~~that ~~note~~the ~~for~~Company awill ~~revolving~~continue ~~line~~as ofa ~~credit~~going ~~with~~concern, ~~availability~~which ofcontemplates upthe torealization ~~$10,000,000.~~of ~~The~~assets ~~revolving~~and ~~line~~satisfaction of ~~credit~~liabilities isin ~~payable on demand, secured by~~ the ~~Company’s~~normal ~~inventory,~~course ~~with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited to a floor~~ of 6business.~~5%.~~ AtWe ~~December~~experienced ~~31,~~operating ~~2024~~losses and ~~December~~negative ~~31,~~operating ~~2023, the average interest~~cash ~~rate~~flows ~~was~~during ~~12%~~2025 and ~~12%, respectively~~2024. AsWe ofhave ~~December~~financed ~~31,~~our ~~2024,~~working ~~the~~capital ~~Company~~requirements ~~was~~through inborrowings ~~compliance~~from ~~with~~various ~~customary~~sources ~~debt~~and ~~covenants. As of December 31, 2024,~~ the ~~line~~sale of ~~credit balance was $3,805,080, and this line of credit requires a deposit of $1,258,826, which is included in restricted~~ ~~cash~~equity securities.

~~Convertible Debt~~39

OnWe ~~November~~have 5a history of reporting net losses. As of December 31, ~~2018~~2025, ~~the~~we ~~Company~~had ~~completed~~$3,654,944 ~~the~~in ~~acquisition~~cash ofavailable ~~Incumaker~~to fund our operations, including ~~Inc.~~expansion plans, and ~~assumed~~to ~~certain~~service ~~outstanding~~our ~~convertible~~debt, ~~notes~~and ~~payable~~working capital of $249,223. At We anticipate our cash balance will last until December 312026. As a result, ~~2024~~management has concluded, ~~there~~and ~~was~~our ~~one~~independent ~~remaining~~registered ~~assumed~~public ~~convertible~~accounting ~~note~~firm ~~payable~~has ~~outstanding~~agreed with our conclusion that ~~matured~~there ~~July~~is ~~2017.~~a ~~The~~substantial ~~Company~~doubt ~~continues~~ regarding our ability to becontinue ~~unsuccessful~~as ina ~~reaching~~going concern for a period of at least 12 months beyond the ~~Note~~filing ~~holder~~of tothis ~~remit~~Annual ~~payment~~Report inon ~~full~~Form 10-K. AtThe report of our independent registered public accounting firm on our financial statements for the year ended December 31, ~~2024~~2025, ~~the~~includes ~~principal~~an ~~balance~~explanatory ofparagraph ~~$20,000,~~regarding ~~and accrued~~the ~~interest~~existence of ~~$23,137,~~substantial doubt ~~are~~about ~~convertible~~our atability $1to continue as a going concern.50 ~~per~~Our ~~share~~consolidated ~~into~~financial ~~28,758~~statements ~~shares~~do ofnot include any adjustments that might result from the ~~Company’s~~outcome ~~common~~of ~~stock~~this uncertainty.

~~Secured~~Our ~~Note~~ability ~~Payable~~to continue as a going concern depends on our ability to raise additional debt or equity capital to fund our business activities and ultimately achieve sustainable operating revenues and profitability.

OnAs market ~~February~~conditions ~~19,~~present ~~2025,~~uncertainty ~~the~~as ~~Company~~to ~~entered~~our ~~into~~ability ato ~~secured promissory~~secure ~~note~~additional ~~(the~~funds, ~~“Note”)~~there ~~with~~can ~~Real~~be ~~World~~no ~~Digital~~assurances ~~Assets~~that ~~LLC~~we ~~(“Real~~will ~~World”)~~be inable ~~the principal amount of $1,000,000~~to ~~bearing~~secure ~~annual~~additional ~~interest~~financing ofon ~~11.5%~~acceptable ~~that~~terms, ~~had~~as aand ~~maturity~~when ~~date~~necessary, ofto ~~December~~continue ~~31,~~to ~~2025~~conduct operations. ~~The~~There ~~Note~~ is ~~collateralized~~also ~~by a blanket lien on the assets~~significant ofuncertainty ~~Giftify~~as ~~under~~to the ~~terms~~amount ~~of a Security Agreement~~ and istype ~~subordinated only to the line~~ of ~~credit~~financing ~~owed~~available byto ~~Company~~us toin ~~Pathward~~the ~~National Association~~future.

44If we are unable to secure the cash resources necessary to meet our ongoing cash requirements, we may be required to scale back our business activities or discontinue operations entirely.

~~Notes~~Critical ~~Payable~~Accounting Policies and Estimates

~~CardCash~~The ~~Acquisition~~following ~~Notes~~discussion ~~Payable~~and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 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 inherently uncertain. In applying these policies, management uses its judgment to select the appropriate assumptions for 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.

OnRevenue 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 (see Note 13), 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, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. 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.Recognition

~~GameIQ~~The ~~Acquisition~~Company ~~Note~~recognizes ~~Payable~~revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

OnThe ~~February 1, 2022, the~~ Company ~~issued~~buys ~~two~~merchant ~~notes~~gift ~~payable~~cards ~~for~~from the ~~purchase~~general ofpublic ~~GameIQ, one for $78,813~~ and ~~another~~distributors ~~for~~at ~~$62,101.~~a Indiscount ~~accordance with~~and ~~Notes,~~then ~~the~~resells ~~Company~~them ~~promised to pay the principal together with interest~~ at 1%a ~~upon~~markup. ~~the~~The ~~earlier of (i) nine equal biannual installments~~Company ~~with~~also ~~the~~derives ~~first~~revenue ~~installment~~from ~~due on October 1, 2022, and~~ the ~~final~~sale ~~payment~~of ~~due~~discount ~~February~~certificates 1,for ~~2025~~third-party ~~(the “Maturity Date”)~~restaurants.

AsRevenue and costs of ~~December~~sales ~~31,~~are ~~2023,~~recognized when control of the ~~notes~~products ~~payable~~transfers ~~had~~to anour ~~aggregate~~customer, ~~principal~~which ~~balance~~generally ~~outstanding~~occurs ofwhen ~~$102,199~~the risk and ~~accrued~~title to ~~interest~~the ~~payable~~products oftransfer ~~$821~~to the customer upon delivery. The Company’s performance obligations are satisfied at that time. The Company’s Asstandard terms of ~~December~~delivery 31are included in its contracts of sale, ~~2024~~order confirmation documents, ~~the~~and ~~notes~~invoices. ~~payable~~The ~~had~~Company anrecognizes revenue ~~aggregate~~on ~~principal~~a ~~balance~~gross ~~outstanding~~basis for the sales price of ~~$75,928~~the merchant gift cards and ~~accrued~~discount ~~interest~~certificates ~~payable~~it ~~of $1,646~~collects.

~~Economic~~Share-Based ~~Injury Disaster Loans (EIDL)~~Compensation

OnThe ~~June~~Company ~~17,~~periodically ~~2020,~~issues ~~the~~share-based ~~Company~~awards ~~received~~to ~~$150~~employees,~~000~~ ofnon-employees, ~~proceeds~~and ~~applicable~~consultants tofor ~~loans~~services ~~administered~~rendered. byStock ~~the~~options ~~SBA~~vest and asexpire ~~disaster~~according ~~loan~~to ~~assistance under~~ the ~~Covid-19~~terms ~~Economic~~established ~~Injury~~at ~~Disaster~~the ~~Loan~~grant’s ~~(EIDL)~~issuance ~~Program~~date. OnStock ~~July~~grants ~~14,~~are ~~2021,~~measured at the ~~Company~~grant ~~received~~date anfair ~~additional $350,000 of proceeds~~value. ~~pursuant~~Stock-based tocompensation ~~the~~cost ~~loan.~~is Onmeasured ~~July~~at ~~21,~~fair ~~2020,~~value on the ~~Company~~grant ~~received~~date ~~$150,000~~and ofis ~~proceeds~~generally ~~applicable~~recognized toas ~~loans~~an ~~administered~~expense byin the ~~SBA as disaster~~statement ~~loan~~of ~~assistance~~operations ~~under~~ratably over the ~~Covid-19~~requisite ~~EIDL~~service ~~Program.~~period Onor ~~January~~vesting ~~31,~~period. ~~2022,~~Recognition ~~the~~of ~~Company~~compensation ~~assumed~~expense anfor ~~additional~~non-employees ~~$14,500~~occurs in ~~EIDL,~~the same period and ~~accrued~~in ~~interest of~~the ~~$900,~~same manner as ~~part~~if of the ~~consideration~~Company had paid cash for the ~~acquisition of GameIQ~~services.

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, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of December 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558.40

Acquisitions and Business Combinations

The Company allocates the fair value of the purchase consideration to the tangible assets acquired, the liabilities assumed, and the separately identifiable 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, particularly regarding 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.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information required by this Item 7A.

4541

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements of Giftify, Inc.
Report of Independent Registered Public Accounting Firm for Giftify, Inc. (PCAOB ID: 572)		F-1
Report of Independent Registered Public Accounting Firm. (PCAOB ID: 572)		F-1
Consolidated Financial Statements as of December 31, 2024 and December 31, 2023 (Successor) and for the year ended December 31, 2024 (Successor), and the periods from December 30, 2023 to December 31, 2023 (Successor), and January 1, 2023 to December 29, 2023 (Predecessor)
Consolidated Financial Statements as of December 31, 2025 and December 31, 2024
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Stockholders’ Deficiency		F-4
Consolidated Statements of Stockholders’ Equity		F-4
Consolidated Statements of Cash Flows		F-6
Notes to the Consolidated Financial Statements		F-7

4642

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Giftify, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Giftify, Inc. and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023 (Successor)~~2024, the related consolidated statements of operations, stockholders’ equity ~~(deficiency)~~, and cash flows for the years ~~year~~then ended ~~December 31~~, ~~2024 (Successor), the period from December 30, 2023 through December 31, 2023 (Successor),~~ and ~~January 1, 2023 through December 29, 2023 (Predecessor), and~~ the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023 (Successor)~~2024, and the results of its operations and its cash flows for the ~~year~~years then ended ~~December~~in ~~31,~~conformity ~~2024~~with ~~(Successor),~~accounting ~~the~~principles ~~periods from December 29, 2023 through December 31, 2023 (Successor), and~~generally ~~January~~accepted ~~1, 2023 through December 29, 2023 (Predecessor),~~ in ~~conformity~~the ~~with~~United ~~U.S.~~States ~~generally accepted~~of ~~accounting principles~~America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in in Note 1 to the financial statements, the Company has a history of reporting net losses and negative ~~operating~~ cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of ~~these~~this ~~uncertainties~~uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Share-based compensation

As described in Note 1312 to the consolidated financial statements, the Company recognized $83.7 million of share-based compensation ~~expense~~ expense relating to vested stock options~~, including $7~~.~~9 million for stock options granted to executives and employees in 2024.~~ Management accounts for share-based compensation based on the grant-date fair value of each award, which is amortized as expense over the requisite service period of the award. The fair value of each option is estimated on the grant-date using the Black-Scholes option pricing model which includes assumptions made by management.

We identified share-based compensation as a critical audit matter. Auditing management’s estimate of share-based compensation required a high degree of auditor effort in performing procedures and evaluating audit evidence related to the grant-date fair value of awards.

The following are the primary procedures we performed to address this critical audit matter.

	●	Obtaining and reading the share-based award agreements, and obtaining board approvals related to the share-based awards.
	●	Evaluating the option pricing model management selected to determine the grant-date fair value, and evaluating the reasonableness of management’s significant valuation assumptions.
	●	Performing a recalculation of the grant-date fair value estimate for a sample of the awards.

We have served as the Company’s auditor since 2017.

/s/ Weinberg & Company, P.A.

Los Angeles, California

March 31 18, ~~2025~~2026

F-1

GIFTIFY, INC. AND SUBSIDIARIES ~~(FKA RDE, INC.)~~

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
	2025			2024
	Successor
	As of December 31,
	December 31, 2024			December 31, 2023
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,258,826 at December 31, 2024 and 2023)	$	3,574,876		$	4,099,737
Cash and cash equivalents (includes restricted cash of $1,000,000 and $1,250,000 at December 31, 2025 and 2024, respectively)	$	3,654,944		$	4,301,842
Accounts receivable		~~891~~142,~~666~~878			1164,~~681,165~~700
Inventories		4,116,180			4,152,273
Inventories, net		3,751,549			4,116,180
Prepaid expenses and other current assets		63196,~~210~~104			~~177~~63,~~119~~210
Total current assets		87,~~645~~745,~~932~~475			108,~~110~~645,~~294~~932
Property and equipment, net		1443,~~089,984~~811			21,~~563~~089,~~312~~984
Operating lease right of use asset, net		1,406,242			315,183
Operating lease right-of- use asset, net		1,088,091			1,406,242
Deposits		6568,~~556~~189			65,556
Intangible assets, net		42,~~268~~487,~~332~~822			64,~~700~~268,~~000~~332
Goodwill		20,007,670			20,007,~~669~~670
Total assets	$	3531,~~483~~841,~~716~~058		$	3935,~~762~~483,~~014~~716
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,~~966~~815,~~616~~727		$	21,~~218~~966,~~285~~616
Accrued expenses		1,~~768~~917,~~607~~961			1,~~175~~768,~~934~~607
Customer deposits		952,~~000~~015			-95,000
Deferred revenue		77130,~~051~~376			~~336~~77,~~996~~051
Secured revolving line of credit		3,~~805~~212,~~080~~935			63,~~737~~805,~~385~~080
Convertible promissory notes		43,137			40,137
Convertible promissory note		46,137			43,137
Secured note payable — related party, net of debt discount of $4,000 and $0, at December 31, 2024 and 2023, respectively		2,060,274			-
Secured notes payable — related party, net of debt discount of $0 and $4,000, at December 31, 2025 and 2024, respectively		-			2,060,274
Notes payable, current portion		112,~~717,632~~240			~~836~~1,~~509~~717,632
Acquisition obligation		-			500,000
Operating lease liability, current portion		358,861			316,612
Operating lease liability, current portion		316,612			134,475
Total current liabilities		7,496,252			11,850,009
Total current liabilities		11,850,009			11,979,721
Notes payable, net of current portion		651,349			615,000
Notes payable, net of current portion		615,000			1,458,270
Deferred income taxes		608,000			1,123,000
Deferred income taxes		1,123,000			1,800,000
Operating lease liability, net of current portion		774,510			1,133,371
Operating lease liability, net of current portion		1,133,371			202,829
Total liabilities		9,530,111			14,721,380
Total liabilities		14,721,380			15,440,820
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; 27,021,423 and 24,119,967 shares issued and outstanding at December 31, 2024 and 2023, respectively		27,015			24,114
Common stock, $0.001 par value, 750,000,000 shares authorized; 33,146,517 and 27,021,423 shares issued and outstanding at December 31, 2025 and 2024, respectively		33,147			27,015
Additional paid-in-capital		~~108~~120,~~679~~713,~~065~~202			93108,~~376~~679,~~244~~065
Common stock issuable, 350,843 and 383,343 shares, respectively		350,843			383,343
Common stock issuable, 350,843 and 350,843 shares, respectively		350,843			350,843
Accumulated deficit		(8898,~~294~~786,~~587~~245	)		(6988,~~462~~294,~~507~~587	)
Total stockholders’ equity		2022,~~762~~310,~~336~~947			2420,~~321~~762,~~194~~336
Total liabilities and stockholders’ equity	$	3531,~~483~~841,~~716~~058		$	3935,~~762~~483,~~014~~716

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

F-2

GIFTIFY, INC. AND SUBSDIARIES ~~(FKA RDE, INC.)~~ CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
	2025			2024
	Successor						Predecessor
	Year Ended December 31,
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
	2025			2024
Net Sales	$	8883,~~934~~181,~~036~~716		$	~~484~~88,~~860~~934,036		$	~~86,661,944~~
Cost of sales		7567,~~789~~686,~~255~~362			~~418~~75,~~350~~789,255			~~76,220,645~~
Gross profit		1315,~~144~~495,~~781~~354			6613,~~510~~144,781			~~10,441,299~~
Operating Expenses
Selling, general and administrative expenses		2722,~~615~~933,~~865~~052			527,~~086~~615,~~510~~865			~~11,152,428~~
Amortization of capitalized software costs		1,472,974			-			1,080,537
Depreciation of capitalized software costs		645,375			1,472,974
Amortization of intangible assets		2,~~431~~271,~~668~~673			-2,431,668			~~300,000~~
Impairment of property and equipment		-			-			738,740
Total operating expenses		25,850,100			31,520,507
Impairment of intangibles		-			-			250,000
Loss from operations		(10,354,746	)		(18,375,726	)
Total operating expenses		31,520,507			5,086,510			13,521,705
Other expense:
Loss from operations		(18,375,726	)		(5,020,000	)		(3,080,406	)
Interest income		15,511			-
Other income (expense):
Interest expense		(604,759	)		(1,002,354	)
Interest expense		(1,002,354	)		-			(2,890,466	)
Financing costs		(95,000	)		(131,000	)
Financing costs		(131,000	)		-			-
Other income		38,540
Gain on forgiveness of debt		-			-			5,876,000
Total other expense, net		(645,708	)		(1,133,354	)
Total other income (expense), net		(1,133,354	)		-			2,985,534
Net loss before income tax benefit		(11,000,454	)		(19,509,080	)
Net loss before income taxes		(19,509,080	)		(5,020,000	)		(94,872	)
Income tax benefit		508,796			677,000
Income tax (expense) benefit		677,000			-			(29,673	)
Net loss	$	(10,491,658	)	$	(18,832,080	)
Net loss	$	(18,832,080	)	$	(5,020,000	)	$	(124,545	)
Net loss per share – basic and diluted	$	(0.35	)	$	(0.73	)
Net loss per share – basic and diluted	$	(0.73	)	$	(0.21	)	$	(0.01	)
Weighted average common shares outstanding – basic and diluted		29,845,707			25,745,113
Weighted average common shares outstanding – basic and diluted		25,745,113			24,119,967			15,927,387

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

F-3

GIFTIFY, INC. AND SUBSIDIARIES ~~(FKA RDE, INC.)~~

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(DEFICIENCY)~~

For the Year Ended December 31, ~~2024 (Successor)~~2025

	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
	Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance, December 31, 2023 (Successor)		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
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		-		-		-			-			83,~~031~~671,~~289~~565						83,~~031~~671,~~289~~565
Fair value of vested restricted stock units		241,666		242		-			-			1,431,606						1,431,848
Fair value of vested restricted stock		797,912		798		-			-			2,054,538						2,055,336
Fair value of common stock issued for employment agreements		312,500		313		-			-			1,249,687						1,250,000
Fair value of common stock issued for services		420,832		421		-			-			575,292						575,713
Fair value of common stock issuance for services		210,000		210		-			-			771,290						771,500
Fair value of common stock issued for vendor settlement		75,000		75								108,675						108,750
Fair value of common stock issued for vendor settlement		104,167		104								149,896						150,000
Issuance of common stock for cash, net, under at-the-market sale agreement, net		1,283,246		1,290		-			-			1,734,116						1,735,406
Fair value of common shares issued for financing costs		100,000		100								130,900						131,000
Fair value of shares issued on acquisition		350,000		350		-			-			608,650						609,000
Common shares issued on cashless exercise of stock options		1,130		1								(1	)					-
Issuance of common stock for cash under stock purchase agreement, net		387,194		387								374,113						374,500
Common shares issued		32,500		32		(32,500	)		(32,500	)		32,468						-
Issuance of common stock for cash under public placement		600,000		600		-			-			477,400						478,000
Issuance of common stock for cash, under stock purchase agreement		150,000		150		-			-			199,850						200,000
Issuance of common stock for cash under private placement		2,210,910		2,211		-			-			2,429,788						2,431,999
Issuance of common stock for cash, net, under at-the-market sale agreement		209,993		210		-			-			285,853						286,063
Net loss		-		-		-			-			-			(10,491,658	)		(10,491,658	)
Issuance of common stock for cash, net, on private sales		1,539,500		1,539		-			-			3,019,983						3,021,522
Balance, December 31, 2025		33,146,517	$	33,147		350,843		$	350,843		$	120,713,202		$	(98,786,245	)	$	22,310,947
Net loss		-		-		-			-			-			(18,832,080	)		(18,832,080	)
Balance, December 31, 2024 (Successor)		27,021,423	$	27,015		350,843		$	350,843		$	108,679,065		$	(88,294,587	)	$	20,762,336

F-4

~~Period~~For ~~December~~the ~~30,~~Year ~~2023~~Ended to December 31, ~~2023 (Successor)~~2024

	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficiency)
	Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
	Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficiency)
Balance, December 31, 2023		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Balance, December 29, 2023 (Successor)		16,761,960	$	16,756		383,343		$	383,343		$	63,951,602		$	(64,442,507	)	$	(90,806	)
Balance		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Effects of the merger		6,108,007		6,108		-			-			24,425,892			-			24,432,000
Fair value of vested options		-		-		-			-			8,031,289						8,031,289
Balance, December 30, 2023		22,869,967		22,864		383,343			383,343			88,377,494			(64,442,507	)		24,341,194
Fair value of vested restricted stock units		241,666		242		-			-			1,431,606						1,431,848
Fair value of common stock issued for employment agreements		1312,~~250,000~~500		~~1,250~~313		-			-			41,~~998~~249,~~750~~687			-			51,~~000~~250,000
Net loss		-		-		-			-			-			(5,020,000	)		(5,020,000	)
Fair value of common stock issuance for services		210,000		210		-			-			771,290						771,500
Balance, December 31, 2023 (Successor)		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Fair value of common stock issued for vendor settlement		104,167		104								149,896						150,000
Fair value of common shares issued for financing costs		100,000		100								130,900						131,000
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, under stock purchase agreement		150,000		150		-			-			199,850						200,000
Issuance of common stock for cash, net, under at-the-market sale agreement		209,993		210		-			-			285,853						286,063
Issuance of common stock for cash, net, on private sales		1,539,500		1,539		-			-			3,019,983						3,021,522
Net loss		-		-		-			-			-			(18,832,080	)		(18,832,080	)
Balance, December 31, 2024		27,021,423	$	27,015		350,843		$	350,843		$	108,679,065		$	(88,294,587	)	$	20,762,336
Balance		27,021,423	$	27,015		350,843		$	350,843		$	108,679,065		$	(88,294,587	)	$	20,762,336

Period from January 1, 2023 to December 29, 2023 (Predecessor)

	Shares		Amount		Capital			Deficit			Deficiency
	Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficiency
Balance, December 31, 2022 (Predecessor)		29,035,625	$	2,900	$	4,934,052		$	(30,335,139	)	$	(25,398,187	)
Balance		29,035,625	$	2,900	$	4,934,052		$	(30,335,139	)	$	(25,398,187	)
Stock based compensation				-		1,942			-			1,942
Purchase of employee stock options				-		(36,916	)		-			(36,916	)
Capital contribution – retirement of Series B				-		4,084,353			-			4,084,353
Capital contribution				-		22,997,712			-			22,997,712
Net loss		-		-		-			(124,545	)		(124,545	)
Balance, December 29, 2023 (Predecessor)		29,035,625	$	2,900	$	31,981,143		$	(30,459,684	)	$	1,524,359
Balance		29,035,625	$	2,900	$	31,981,143		$	(30,459,684	)	$	1,524,359

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

F-5

GIFTIFY, INC. AND ~~SUBSDIARIES (FKA RDE, INC.)~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
	Successor						Predecessor
CASH FLOWS FROM OPERATING ACTIVITIES
	Year Ended December 31, 2024			December 30, 2023 to December 31, 2023			January 1, 2023 to December 29, 2023
Net loss	$	(10,491,658	)	$	(18,832,080	)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash provided by operating activities
Net loss	$	(18,832,080	)	$	(5,020,000	)	$	(124,545	)
Fair value of vested stock options		3,671,565			8,031,289
Adjustments to reconcile net loss to net cash used in operating activities
Fair value of vested restricted common stock		2,055,336			2,681,848
Fair value of vested stock options		8,031,289			-			1,942
Fair value of common stock issued for services		575,713			771,500
Fair value of vested restricted common stock		1,431,848
Loss on fair value of common stock issued for settlement of vendor		33,750			135,415
Fair value of common stock issued for employment agreements		1,250,000			5,000,000			-
Fair value of common stock issued as financing costs		-			131,000
Fair value of common stock issued for services		771,500			-			-
Change in inventory reserve balance		(25,000	)		(61,000	)
Loss on settlement of vendor balance		135,415			-			-
Depreciation of capitalized software costs		646,173			1,472,974
Fair value of common stock issued for financing costs		131,000			-			-
Right-of-use assets		318,151			304,481
Change in inventory reserve balance		(61,000	)		-			-
Amortization of intangible assets		2,271,673			2,431,668
Amortization of capitalized software costs		1,472,974			-			1,290,190
Amortization of debt discount		19,000			18,000
Amortization of intangible assets		2,431,668			-			300,000
Accrued interest		(151,190	)		131,398
Amortization of debt discount		18,000			-			-
Changes in operating assets and liabilities:
Impairment of intangible assets and property and equipment		-			-			988,740
Accounts receivable		80,936			(66,170	)
Accrued interest		131,398			-			2,100,610
Inventories		389,631			97,093
Gain on forgiveness of debt		-			-			(5,876,000	)
Prepaid expenses and other current assets		(132,894	)		113,909
Changes in operating assets and liabilities:
Accounts payable		(76,389	)		(236,731	)
Accounts receivable		789,499			-			(74,340	)
Accrued expenses		96,401			592,673
Inventories		97,093			-			816,853
Customer deposits		(92,985	)		95,000
Prepaid expenses		113,909			-			(38,328	)
Deferred revenue		53,325			(259,945	)
Change in right of use asset		304,481			-			191,953
Deferred taxes		(515,000	)		(677,000	)
Accounts payable		(236,731	)		-			84,611
Operating lease liability		(316,612	)		(282,861	)
Accrued expenses		592,673			20,000			(39,515	)
Net cash used in operating activities		(1,590,074	)		(3,407,539	)
Customer deposits		95,000			-			-
CASH FLOWS FROM INVESTING ACTIVITIES
Deferred revenue		(259,945	)		-			27,991
Cash received on acquisition		109,543			-
Deferred taxes		(677,000	)		-			-
Net cash provided by investing activities		109,543			-
Operating lease liability		(282,861	)		-			(191,953	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in operating activities	$	(2,551,870	)	$	-		$	(541,791	)
Proceeds from line of credit		135,736,042			104,752,474
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of line of credit		(136,328,187	)		(107,684,779	)
Cash, net, received from acquisition		-			2,038,472			-
Proceeds from note payable		985,000			-
Capital expenditures		-			-			(900,000	)
Repayment of notes payable		(2,579,127	)		(26,271	)
Net cash provided by (used in) investing activities	$	-		$	2,038,472		$	(900,000	)
Proceeds from notes payable – related party		-			1,978,000
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable – related party		(2,000,000	)		-
Proceeds from line of credit		104,752,474			-			104,752,474
Proceeds from sale of common stock, net of expenses, under at-the-market sale agreement		1,735,406			286,063
Repayment of line of credit		(107,684,779	)		-			(103,540,098
Proceeds from sale of common stock, net of expenses, under stock purchase agreement		374,500			200,000
Proceeds from note payable – related party		1,978,000			-			-
Proceeds from public offering of common stock		478,000			-
Repayment of acquisition obligation		(500,000	)		-			-
Proceeds from private offering of common stock		2,431,999			3,021,522
Repayment of notes payable		(26,271	)		-			-
Repayment of acquisition obligation		-			(500,000	)
Proceeds from sale of common stock under stock purchase agreement		200,000			-			-
Net cash provided by financing activities		833,633			2,027,009
Proceeds from public sale of common stock under at-the-market sale agreement		286,063
Net decrease in cash and cash equivalents		(646,898	)		(1,380,530	)
Proceeds from private sale of common stock		3,021,522
Cash and cash equivalents beginning of period		4,301,842			5,682,372
Advance on purchase consideration from Giftify		-			-			250,000
Cash and cash equivalents end of period	$	3,654,944		$	4,301,842
Net cash provided by financing activities	$	2,027,009		$	-		$	1,462,376
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Net increase (decrease) in cash and cash equivalents		(524,861	)		2,038,472			20,585
Interest paid	$	431,818		$	704,961
Cash and cash equivalents beginning of period		4,099,737			2,061,265			2,040,680
Taxes paid	$	6,204		$	-
Cash and cash equivalents end of period	$	3,574,876		$	4,099,737		$	2,061,265
NON-CASH INVESTING AND FINANCING ACTIVITIES
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Common shares issued for acquisition	$	609,000		$	-
Interest paid	$	841,260		$	-		$	-
Common shares issued for trade accounts payable	$	108,750		$	150,000
Taxes paid	$	-		$	-		$	29,673
Issuance of common stock issued for common stock issuable	$	-		$	32,500
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accounts receivable from acquisition	$	59,114		$	-
Present value of operating lease right of use asset and lease liability	$	1,395,541		$	-		$	-
Intangible assets from acquisition	$	491,163		$	-
Fair value of common stock issued for settlement of vendor balance	$	150,000		$	-		$	-
Deposits from acquisition	$	2,633		$	-
Issuance of common stock issued for common stock issuable	$	32,500		$	-		$	-
Accounts payable from acquisition	$	500		$	-
Fair value of Giftify common stock received	$	-		$	-		$	22,962,739
Accrued expenses from acquisition	$	52,953		$	-
Gain on forgiveness of notes payable	$	-		$	-		$	5,462,739
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	$	-		$	1,395,541
Settlement of notes payable and accrued interest	$	-		$	-		$	28,873,696
Termination of Series B convertible preferred stock	$	-		$	-		$	4,084,353

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

F-6

GIFTIFY, INC. AND ~~SUBSDIARIES (FKA RDE, INC.)~~SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the ~~twelve~~Year ~~months~~ ended December 31, ~~2024~~2025 ~~(Successor) For the period December 30, 2023 to December 31, 2023 (Successor) For the period January 1, 2023 to December 29, 2023~~ and ~~year~~2024 ~~ended December 31, 2022 (Predecessor)~~

1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies

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

In May 2025, the Company acquired Takeout7 Inc (“Takeout7”, see Note 2). 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. Takeout7 and its operations were merged into our subsidiary, Restaurant.com, in early 2026.

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

In ~~August,~~December 2023, the Company ~~entered~~acquired ~~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 (~~see Note 32). CardCash was ~~formed~~founded in 2013 and purchases merchant gift cards, ~~and~~reselling ~~resells~~them ~~the gift cards~~ at a markup.

The Company’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023, reflect the financial position, results of operations and cash flows of the Company consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, the Company (Successor) and CardCash (Predecessor) are referred to as the “Company”.

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. Giftify and CardCash have 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. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern isdepends ~~dependent~~on ~~upon~~ its ability to raise additional debt or equity capital to fund ~~its~~ its business activities and to ultimately achieve sustainable operating revenues and profitability. The Company has financed its working ~~capital~~ 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~~If ~~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.

F-7

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. For the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash prior the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of Giftify consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the table to the notes to the consolidated financial statements to highlight the lack of comparability between the periods. Collectively, Giftify (Successor) and CardCash (Predecessor) are referred to as the “Company”.

F-7

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~~adjusts ~~estimates are adjusted~~them. Significant estimates include ~~those related to~~ assumptions used into ~~valuing~~value inventories at the net realizable value, ~~assumptions used in valuing~~ assets acquired in business ~~acquisitions~~combinations, ~~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 ~~the~~them ~~gift cards~~ at a markup. The Company also ~~derives~~generates revenue from the sale of discount certificates for 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 ~~restaurants~~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).

~~Revenue~~Certain ~~and~~customers ~~costs~~may ofreceive ~~sales~~incentives, which are ~~recognized~~accounted ~~when~~for ~~control~~as ofvariable ~~the~~consideration. ~~products~~Provisions ~~transfers~~for tosales ~~our~~returns ~~customer,~~are ~~which~~recognized ~~generally~~in ~~occurs~~the period ~~at a point~~ in ~~time~~which ~~when~~ the ~~risk~~sales ~~and~~are ~~title~~recorded, tobased ~~the~~on ~~product transfers to~~ the ~~customer~~Company’s ~~upon~~prior ~~delivery~~experience toand ~~the~~current ~~customer~~trends. ~~The~~These ~~Company’s~~revenue ~~performance~~reductions ~~obligations~~ are established ~~satisfied~~by atthe ~~that~~Company ~~time.~~based ~~The~~on ~~Company~~management’s ~~standard~~best ~~terms~~estimates ofat ~~delivery~~the ~~are~~time ~~included in its contracts~~ of sale, ~~confirmation~~using ~~documents~~historical trends, and ~~invoices.~~are ~~The~~adjusted to ~~Company~~reflect ~~recognizes~~known ~~revenue~~changes onin ~~a gross basis for~~ the ~~sales~~factors ~~price~~that ofimpact ~~the~~such ~~merchant~~reserves ~~gift~~and ~~cards~~allowances and ~~discount~~the ~~certificates it~~terms ~~collects~~of customer agreements.

~~Certain~~Amounts ~~customers~~billed ~~may~~and ~~receive~~due ~~incentives,~~from ~~which~~the ~~are~~Company’s ~~accounted~~customers ~~for~~are classified as ~~variable~~accounts ~~consideration.~~receivable ~~Provisions~~on ~~for~~the ~~sales~~balance ~~returns~~sheet. ~~are~~Amounts ~~recognized~~received in ~~the~~advance ~~period~~from ~~when~~customers ~~the~~are ~~sale~~recorded isas ~~recorded~~deferred ~~based~~revenue ~~upon~~on the ~~Company’s~~balance ~~prior~~sheet ~~experience~~until ~~and~~the ~~current~~performance ~~trends.~~obligations ~~These~~have ~~revenue~~been ~~reductions~~satisfied. ~~are~~The ~~established~~Company byhas ~~the~~elected ~~Company~~to ~~based~~apply ~~upon~~the ~~management’s~~practical ~~best~~expedient ~~estimates~~to atnot ~~the~~assess ~~time~~contracts offor ~~sale~~significant ~~following~~financing ~~the~~components ~~historical~~because ~~trend,~~the ~~adjusted~~period ~~to reflect known~~between ~~changes~~the inreceipt ~~the~~of ~~factors~~advance ~~that~~payment ~~impact~~and ~~such~~the ~~reserves~~Company’s ~~and~~transfer ~~allowances,~~of ~~and~~services to the ~~terms~~customer ofis ~~agreements~~less ~~with~~than ~~customers~~one year.

~~Amounts~~It ~~billed~~is ~~and~~necessary ~~due~~to ~~from~~determine whether the Company’s ~~customers~~is ~~are~~acting ~~classified~~ as ~~accounts~~a ~~receivable~~principal onor ~~the~~an ~~balance~~agent ~~sheet. Amounts received~~ in ~~advance from customers are recorded as deferred~~ revenue-generating ~~on the balance sheet until the performance obligations have been satisfied~~arrangements. The Company has elected to apply the practical expedient to not assess contracts for significant financing component because the period between the receipt of advance payment and the Company’s transfer of services to the customer is less than one year.

Principal vs. Agent Considerations

	●	Principal: In a principal 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, bears inventory risk, including the risk of fraud/invalid card (if applicable), and has discretion in setting 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 amount paid to other parties involved in providing the goods or services.
	●	As an agent, the Company does not control discounted gift cards; its role is to arrange for its distributors to deliver them 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, when 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, takes control of the gift cards, and bears the inventory risk before reselling them. This differs from arrangements in which the Company’s role is solely to act as an agent, 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 6% and 3% of net sales for the year ended December 31, 2025 and 2024, respectively.

F-8

~~Other~~Significant Judgments and Estimates

~~Sale~~Deciding ofwhether ~~promotional~~the ~~gift~~Company ~~cards~~is a principal or an agent requires significant judgment and analysis. This is particularly true when evaluating factors such as responsibility for fulfilling the customer promise, ~~sale~~inventory risk, and pricing discretion. Changes in the assessment of ~~travel,~~these ~~vacation~~indicators could materially impact reported revenue and ~~merchandise,~~related metrics. The Company continuously evaluates our judgments and estimates ~~advertising~~to ~~revenues~~ensure accurate revenue recognition in accordance with ASC 606.

~~The~~In ~~Company also recognizes revenue from~~ the ~~sale~~following oftable, ~~Restaurant.com promotional gift cards (~~revenue ~~recognized~~is ~~based~~disaggregated onby ~~the~~our ~~Company’s historical~~divisions ~~redemption rates of its promotional gift cards), the sale of travel, vacation,~~ and ~~merchandise~~type ~~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~~years ~~platform~~ended orDecember ~~website (revenue recognized when its determinable~~31, ~~which is~~2025 ~~generally upon receipt of a statement~~ and~~/or~~ ~~proceeds from the third-party partners).~~2024:

In the following table, revenue is disaggregated by our divisions and type of revenue for the years ended December 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

Sales Channels	CardCash Gift Cards		Restaurant.com Gift Cards and Coupons		Advertising		Total
Year Ended December 31, 2024 (Successor)
Year Ended December 31, 2025
Business to consumer (B2C)	$	4038,~~894~~028,~~072~~949	$	~~878~~263,~~582~~592	$	~~73,075~~	$	4138,~~845~~292,~~729~~541
Business to business (B2B)		4642,~~097~~883,~~566~~708		~~990~~1,~~742~~892,870		-112,597		4744,~~088~~889,~~308~~175
Total	$	8680,~~991~~912,~~638~~657	$	12,~~869~~156,~~324~~462	$	73112,~~075~~597	$	8883,~~934~~181,~~036~~716
Year Ended December 31, 2023 (includes Predecessor Jan 1, 2023 to Dec 29, 2023)
Year Ended December 31, 2024
Business to consumer (B2C)	$	3240,~~075~~894,~~843~~072	$	-445,117	$	-73,075	$	3241,~~075~~412,~~843~~264
Business to business (B2B)		3346,~~385~~097,~~061~~566		-1,424,206		-		3347,~~385~~521,~~061~~772
Total	$	8786,~~146~~991,~~804~~638	$	-1,869,323	$	-73,075	$	8788,~~146~~934,~~804~~036

Cost of Sales

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

Shipping and Handling Costs

Shipping and handling costs billed to customers are recorded as revenue. The costs associated with shipping goods to customers are recorded as a delivery expense and are included in general and administrative.

Schedule of Shipping and Handling Costs

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Shipping and handling costs	$	164,000	$	-	$	56,000

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash and/or cash equivalents.

F-9

Accounts Receivable

The Company’s trade accounts receivable are recorded at the amounts billed to customers and presented on the balance sheet, net of any ~~the~~ allowance for estimated credit losses, if required. The allowance is determined by a variety of factors, including the age of the receivables, current economic conditions, historical losses, and other information management obtains regarding the financial condition of customers. Receivables are charged off when they are deemed uncollectible. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had no allowance for credit losses.

Inventories

Inventories consist of merchant gift cards on hand that are available for sale. Inventories are ~~valued~~stated at the lower of cost ~~and~~or net realizable value, with cost determined on a first -in, first-out basis. Adjustments, if required, reduce ~~the cost of~~ inventory to its net realizable value, ~~for~~ reflecting estimated excess, obsolescence, or ~~impaired~~impairment balances. Factors influencing these adjustments include changes in customer demand, rapid technological changes, and merchant bankruptcy. As of December 31, ~~2024~~2025, and ~~2023~~2024,the ~~no provision~~Company recorded a reserve for ~~write~~slow-moving ~~downs~~inventory of ~~inventories~~$15,000 ~~was~~and ~~deemed~~$40,000, ~~necessary~~respectively.

F-9

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization.

The Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company’s internal needs in accordance with ASC 350-40. Costs incurred during the application development stage for software programs ~~to be~~ used ~~solely~~ solely to meet ~~its~~ internal needs are capitalized. Capitalized website development costs are included in property and equipment, net. All ordinary maintenance costs are expensed as incurred. Amortization of capitalized software costs is excluded from cost of sales and included in amortization expense in the Statements of Operations.

Depreciation and amortization isare computed using the straight-line method over the estimated useful lives of the related assets. The Company provides for depreciation, as follows:

Schedule of Depreciation

		Estimated Useful Life
Capitalized software and website development costs		3 years
Equipment		5-7 years
Leasehold improvements		Shorter of the estimated useful life or the lease term

Expenditures for additions and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repair costs are charged to expense as incurred.

Business Combinations

The Company allocates the fair value of the purchase consideration to the tangible assets acquired, the liabilities assumed, and ~~separately~~the ~~identified~~separately identifiable 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~~particularly ~~with~~regarding ~~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~~ corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated ~~statements~~ 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.

FThe Company reviews all finite-10lived 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. There was no impairment of intangible assets in any of the periods presented.

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. During the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded impairment of intangible assets of $250,000.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the value assigned to the net tangible and identifiable ~~intangible~~ intangible assets of the business acquired. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had $20 ~~million~~ ,007,670 of goodwill. 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~~ December 31. In accordance with ASC 350, we first assess qualitative factors to determine whether it is necessary to perform the quantitative ~~goodwill~~ goodwill impairment test. If, after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e., ~~greater~~ greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is required. The quantitative goodwill impairment test requires us to estimate ~~and compare~~ the fair value of the reporting unit, ~~determined~~ using an income approach and a market approach, and compare it with its carrying ~~value~~amount. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is ~~recorded~~ recorded as an impairment loss up to the amount of goodwill. There was no goodwill impairment in any of the periods presented.

F-10

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 December 31, ~~2024~~2025 and ~~the period December 30, 2023 to December 31, 2023 (Successor)~~2024. ~~During the period January 1, 2023 to December 29, 2023, an impairment of $738,740 was recorded by CardCash (Predecessor).~~

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~~it ~~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 at ~~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.

Income Taxes

The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future ~~deductibility~~ deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

F-11

Advertising

The Company expenses advertising costs as incurred and recorded $1,112,327 ~~which~~and ~~are~~$892,994 ~~recorded~~for the years ended December 31, 2025, and 2024, respectively, in selling, general and administrative expenses in the Statements of Operations. ~~Advertising expenses are as follows:~~

Schedule of Advertising Expenses

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Advertising costs	$	892,994	$	-	$	807,031

Share-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 the terms established at the grant’s 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 aan ~~charge~~expense toin the statement of operations ratably over the requisite service, period or vesting, period. Recognition of compensation expense for non-employees is occurs in the same period and in the same manner as if the Company had paid cash for the services.

The Company values its equity awards using the Black-Scholes-Merton (“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.

~~Share~~F-~~based compensation expense recognized and recorded as part of selling, general and administrative expenses are as follows:~~11

Schedule of Stock-Based Expense

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Stock based compensation costs	$	11,634,637	$	5,000,000	$	1,942

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.

At December 31, ~~2024~~2025 and ~~2023~~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.

	2024		2023
	2025		2024
	December 31,
	2024		2023
	2025		2024
Convertible notes payable		2830,~~753~~758		2628,~~758~~753
Common stock issuable		350,843		~~383~~350,~~343~~843
Common stock options		4,~~121~~047,~~830~~222		~~743~~4,~~116~~121,830
Total		4,~~501~~428,~~426~~823		14,~~153~~501,~~217~~426

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 ~~period~~years ended December 31, ~~2024~~2025 and ~~2023~~2024, as such common stock equivalents would have been excluded from the calculation of net loss per share.

F-12

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’s 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, accounts receivables, deposits to credit card processor, 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.

F-12

Concentrations

Net sales and gross profit. During the year ended December 31, 2025, the Company sold one merchant’s gift cards that accounted for 12% of net sales and 22% of gross profit. During the year ended December 31, 2024, the Company sold two merchants’ gift cards that accounted for 10% and 10% of net sales and approximately 7% and 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 year ended December 31, 2025, the Company’s three largest vendors accounted for approximately 23%, 20% and 13% of all purchases. During the year ended December 31, 2024, the Company’s largest vendor accounted for approximately 18% of all purchases. No vendor accounted for more than 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 is limited as these amounts represent the timing difference between payments being settled by credit card processors and the cash being provided to the Company.

NoThe ~~significant~~Company ~~customers~~maintains balances ~~comprised~~at ~~more~~financial ~~than~~institutions ~~10%~~that, ofat ~~accounts~~times, ~~receivable~~exceeds orthe ~~revenue~~federally asinsured oflimit. ~~and~~The ~~for~~Company ~~the~~has ~~period~~not ~~ended December 31, 2024 and~~experienced ~~2023~~a ~~(Successor),~~loss ~~and~~on ~~for~~this ~~the period ended December 29, 2023 (Predecessor)~~account.

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.

F-13

Segment Information

The Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions ~~about~~regarding ~~allocating~~resource ~~resources~~ allocation 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~~1 single reportable segment, ~~composed~~comprising of the consolidated financial results of Giftify, Inc. ~~(see Note 2).~~

Reclassifications

Certain prior-year amounts have been reclassified to align with the current-period presentation. Merchant receipts (i.e., credit card processors) amounting to $726,965, which 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 year ended December 31, 2024, the cash flows used in operating activities in the consolidated statements of cash flows were revised to $3,407,539 from $2,551,870, and cash and cash equivalents at the end of the period were revised to $4,301,842 from $3,574,876.

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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. These amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures. ASU 2023-07 requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. As of December 31, 2024, the Company has adopted ASU 2023-07. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements but has resulted in additional disclosures within the footnotes to our consolidated financial statements (See Note 2).

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.

~~2. Segment information~~ F-13

~~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~~2. ~~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.Acquisitions

~~The Company’s chief operating decision maker (CODM)~~Takeout7, ~~its Chief Executive Officer, reviews financial information presented on a consolidated~~ ~~basis and decides how to allocate resources based on net loss~~Inc. 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.

~~Significant~~On May ~~segment expenses include employee compensation~~29, ~~stock-based compensation~~2025, ~~merchant~~the ~~fees,~~Company ~~and~~completed ~~consulting~~the ~~and~~acquisition ~~outside~~of ~~provider~~Takeout7, ~~costs~~Inc. ~~Other~~(“Takeout7”). ~~operating~~The ~~expenses~~acquisition ~~include~~was ~~all~~made ~~remaining~~pursuant ~~costs necessary~~ to an ~~operate~~agreement ~~our~~and ~~business~~plan ~~and~~of ~~primarily~~merger ~~include~~dated ~~advertising~~May 29, ~~corporate compliance~~2025, ~~and~~between ~~overhead~~the ~~expenses~~Company and Takeout7. The ~~following~~Company ~~table~~acquired ~~presents~~all of the issued and outstanding ~~significant~~equity ~~segment~~of ~~expenses~~Takeout7 ~~and~~for ~~other~~$609,000, ~~segment~~made ~~items~~up ~~regularly~~of ~~reviewed~~the byissuance ~~our~~of ~~CODM:~~350,000 shares of the Company’s common stock.

~~Schedule~~The Company utilized the acquisition method of ~~Segment~~accounting ~~Reporting~~for ~~Information~~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.

	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
	Successor						Predecessor
	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
Net sales	$	88,934,036		$	484,860		$	86,661,944
Cost of sales		75,789,255			418,350			76,220,645
Gross profit		13,144,781			66,510			10,441,299
Less:
Employee compensation and benefits		6,520,852			-			3,864,329
Stock-based compensation expense		11,634,708			5,000,000			1,942
Merchant and bank fees		3,812,064			-			3,737,748
Consulting and outside provider costs		2,395,550			-			293,950
Sales and marketing expenses		1,911,006			-			1,808,895
Amortization of capitalized software costs		1,472,974			-			1,290,190
Amortization of intangible assets		2,431,668			-			300,000
Impairment of property and equipment		-			-			738,740
Impairment of intangibles		-			-			250,000
Other operating expenses		1,341,685			86,510			1,235,911
Total operating expenses		31,520,507			5,086,510			13,521,705
Loss from operations	$	(18,375,726	)	$	(5,020,000	)	$	(3,080,406	)

As of December 31, 2025, management has not yet finalized the purchase price allocation. In accordance with ASC 805, the Company made a provisional allocation of the purchase price for Takeout7 based on the estimated fair values 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.

F-14

3.The ~~Acquisition~~following table summarizes the provisional allocation of ~~Card~~the ~~Cash~~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:

On December 29, 2023, the Company completed the acquisition of CardCash. The acquisition was made pursuant to an agreement and plan of merger dated August 18, 2023, between the Company and CardCash. The Company acquired all of the issued and outstanding equity of CardCash for $26,682,000, made up of the issuance of 6,108,007 shares of the Company’s common stock valued at $24,682,000, 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 fair value assigned to the developed technology was determined using the relief from royalty method. The fair value assigned to trade name were determined using the relief from royalty method. The fair value of the customer relationships was determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The cash flows were based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital. The valuation assumptions took into consideration the Company’s estimates of customer attrition and revenue growth projections. 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. Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance the Company’s product offerings and lineup available to both new and existing customers and generate future synergies within the discount coupon and gift card business.

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-15

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 (provisional)
Fair value of consideration:
Cash	$	750,000
Common stock (350,000 shares of common stock at $1.74 per share)	$	609,000
Notes payable ($750,000 due December 30, 2024; $750,000 due December 30, 2025)		1,500,000
Total purchase price	$	609,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Provisional allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Total purchase price	$	26,682,000
Cash	$	109,543
Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Accounts receivable		59,114
Cash	$	2,061,265
Deposits		2,633
Accounts receivable		1,582,635
Accounts payable and accrued liabilities		(53,453	)
Inventories		4,152,273
Net tangible assets		117,837
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		(25,669	)
Intangible assets:
Developed technology		2491,~~600,000~~163
Trade name		2,400,000
Intangible assets		491,163
Customer relationships		1,700,000
Goodwill		-
Net identifiable intangible assets		6,700,000
Fair value of net asset acquired	$	609,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

~~The~~No ~~amount~~unaudited ofpro ~~revenue~~forma ~~and~~statements ~~net~~of ~~loss~~operations ofare ~~CardCash~~being ~~included~~presented inas the ~~Company’s~~historical ~~(Successor)~~results ~~consolidated statements~~ of ~~operations~~Takeout7 ~~during~~are ~~the period~~insignificant ~~December~~when ~~30, 2023~~ compared to ~~December~~the ~~31,~~Company’s ~~2023,~~historical ~~was zero and $5,000,000, respectively~~results.

~~The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of~~ CardCash ~~based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements of operations for the twelve months ended December 31~~, ~~2023, give effect to the transaction as if it had occurred on January 1, 2023~~Inc.

~~Schedule~~On December 29, 2023, the Company completed the acquisition of ~~Pro~~CardCash ~~Forma~~for ~~Statements~~$26,682,000, using the acquisition method of ~~Operations~~accounting. 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. 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:

	Year Ended December 31, 2023
	(Proforma, unaudited)
Sales	$	89,307,460
Net loss	$	(9,122,246	)
Net loss per share	$	(0.41	)

4. Property and Equipment, Net

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable		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:

Net tangible assets acquired		(25,670	)

Intangible assets acquired:
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

3. Property and Equipment, Net

Property and equipment, net consisted of the following:

Schedule Property and Equipment, Net

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
	Successor
	December 31, 2024			December 31, 2023
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		(12,~~473~~119,~~328~~501	)		-(1,473,328	)
Property and equipment, net	$	1443,~~089,984~~811		$	21,~~563~~089,~~312~~984

~~The~~Depreciation ~~depreciation~~ expense onfor ~~property~~the year ended December 31, 2025 and ~~equipment~~2024 was as$646,173 ~~follows:~~and $1,472,974, respectively.

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Depreciation expense	$	1,473,328	$	-	$	1,290,190

4. Goodwill and Intangible Assets

At December 29, 2023 (Predecessor), the Company determined certain of its capitalized website development costs were impaired and recorded an impairment charge of $738,740 on the accompanying Consolidated Statements of Operations.

F-16

5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

Schedule of Other Intangible Assets

	December 31, 2024		December 31, 2023
	Successor
	December 31, 2024		December 31, 2023
Goodwill	$	20,007,669	$	20,007,669

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
	Successor
Goodwill	$	20,007,670		$	20,007,670
	December 31, 2024			December 31, 2023
Intangible Assets
Customer relationships	$	1,700,000		$	1,700,000
Trade name		2,400,000			2,400,000
Developed technology		23,~~600~~091,~~000~~163			2,600,000
Intangible assets, gross		67,~~700~~191,~~000~~163			6,700,000
Accumulated amortization		(24,~~431~~703,~~668~~341	)		-(2,431,668	)
Intangible assets, net	$	42,~~268~~487,~~332~~822		$	64,~~700~~268,~~000~~332

On December 29, 2023, in relation to the acquisition of CardCash ~~(See Note 3)~~, the Company recorded goodwill of $20,007,~~669~~670.

On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $6,700,000. During the twelve months ended December 31, 2024, the Company recorded an amortization expense of $2,431,668, leaving a remaining intangible asset balance of $4,268,332 at December 31, 2024.F-15

During the ~~period~~twelve ~~January~~months 1,ended ~~2023 to~~ December 2931, ~~2023~~2024, ~~CardCash~~the ~~(Predecessor)~~Company recorded an amortization expense of $~~300~~2,~~000~~431,668, leaving ~~and~~a remaining intangible asset balance of $4,268,332 at December 2931, 2024. During the year ended December 31, 2025, ~~2023~~in connection with the acquisition of Takeout7 (see Note 2), ~~determined~~the ~~its~~Company ~~Intangible~~recorded ~~Assets~~intangible ~~were~~assets ~~impaired~~of $491,163 and recorded an ~~impairment~~amortization ~~charge~~expense of $~~250~~2,~~000~~271,673, leaving a remaining intangible asset balance of $2,487,822 at December 31, 2025.

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

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

Amortization expense on intangible assets was as follows:

Schedule of Amortization Expense on Intangible Assets

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Amortization expense	$	2,431,668	$	-	$	300,000

Estimated amortization expense for the Company is as follows:

2025	$	2,134,166
2026	$	2,255,884
2026		2,134,166
2027		163,720
Total	$	4,268,332
2028		68,218
Total	$	2,487,822

~~F-17~~5. Leases

6The Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in ~~Leases~~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 ~~leases~~operating ~~its~~lease ~~office~~liability ~~facilities~~balance ~~under~~was ~~noncancelable~~$1,449,983 ~~operating~~as ~~lease~~of ~~agreements~~December 31, 2024. ~~The~~During ~~Company~~the ~~has~~year ~~leases~~ended ~~for~~December ~~office~~31, ~~facilities~~2025, inthe ~~Woodbridge,~~Company ~~New~~made ~~Jersey~~payments ~~and~~of ~~Schaumburg~~$316,612 ~~Illinois.~~against ~~The~~its operating lease ~~agreement~~liability, ~~for~~resulting ~~the~~in ~~Woodbridge,~~a ~~New~~lease ~~Jersey~~liability ~~location~~of ~~was~~$1,133,371 ~~renewed~~as inof December ~~April~~31, ~~2024~~2025, ~~for~~of awhich ~~60-month~~the ~~period~~current ~~ending~~portion inwas ~~April~~$358,861 ~~2029~~and the long-term portion was $774,510.

~~The~~During ~~Company’s~~the ~~operating~~year ~~lease~~ended ~~liability balance was $337,304 as of~~ December 31, ~~2023.~~2025, ~~During~~and 2024, ~~the Company renewed its office~~ lease ascosts ~~discussed~~totaled ~~above~~approximately ~~and recorded an additional operating lease liability of~~ $1453,~~395,540. In~~918 ~~2024,~~and ~~the Company made payments of~~ $~~282~~362,~~861 against~~659, ~~its operating lease liability~~respectively, ~~resulting~~and inwere ~~a lease liability of $1,449,983~~recorded as part of ~~December 31~~selling, ~~2024~~general, ofand ~~which~~administrative ~~the~~expenses ~~current~~in ~~portion~~the ofaccompanying ~~lease~~consolidated ~~liability~~statements ~~was $316,612, and a long-term lease liabilities balance~~ of ~~$1,133,371~~operations.

~~The~~As ~~components~~ of December 31, 2025, the weighted average remaining lease ~~expense~~term ~~were~~for asoperating ~~follows:~~leases is 3.11 years, and the weighted average discount rate is 8.00%.

~~Schedule~~ Maturities of ~~components~~the Company’s operating lease liabilities are as follows as of ~~Lease~~December ~~Expenses~~31, 2025:

	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
	Successor				Predecessor
	Year Ended December 31, 2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Operating lease expense	$	446,229	$	-	$	191,152

Supplemental information related to leases was as follows:

Schedule of Supplemental Cash Flow Information

	Successor
	As of December 31, 2024
Weighted average remaining lease terms (in years)		4.05
Weighted average discount rate		8	%

Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2024:

	Successor
	As of December 31, 2025
	As of December 31, 2024
2026	$	438,374
2025	$	424,660
2026		438,374
2027		382,954
2028		359,654
2029		105,927
Thereafter		-
Total		1,~~711~~286,~~569~~909
Less: Imputed interest		(~~261~~153,~~586~~538	)
Total operating lease liability	$	1,~~449~~133,~~983~~371

F-1816

76. Secured Revolving Line of Credit

The outstanding line of credit consists of the following at December 31, ~~2024~~2025 and ~~2023~~December 31, 2024:

Schedule of Line of Credit

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
	Successor
Line of credit	$	3,212,935	$	3,805,080
	December 31, 2024		December 31, 2023
Line of credit	$	3,805,080	$	6,737,385

In November 2020, CardCash entered into an ~~amended~~Amended and ~~restated~~Restated ~~promissory~~Promissory ~~note~~Note (the “November 2020 Note”) with Pathward, National Association (“Pathward”) for a revolving line of credit ~~with availability~~ of up to $10,000,000~~. The revolving line of credit is~~ , payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal ~~Prime~~(“WSJ”) prime ~~Rate~~rate plus 3~~.00~~%, limited to a floor of 6.5%. At December 31, 2024 and December 31, 2023, the average interest rate was 12% and 12%, respectively. As of December 31, 2024, the Company was in compliance with customary debt covenants. At December 31, 2024 and 2023, this line of credit requires a deposit of $1,258,826, included in restricted cash.

8On April 23, 2025, CardCash entered into the Second Amended and Restated Promissory Note (the “Amended Note”) with Pathward and reduced the revolving line of credit to $7,000,000. ~~Convertible~~The ~~Debt~~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.

~~Convertible~~Interest ~~debt~~on ~~consists~~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 ~~following~~of atCardCash. 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, ~~2024~~2025, it must pay an Exit Fee of 0.50% of $7,000,000, together with all unpaid Loan Fees and ~~2023:~~Maintenance Fees due under the Agreement. The Amended Note decreased the required minimum cash collateral balance from $1,250,000 to $1,000,000.

At December 31, 2025 and 2024, the Amended Note requires a deposit of $1,000,000 and $1,250,000, respectively, which is included in cash and cash equivalents in the accompanying consolidated balance sheets. At December 31, 2025 and 2024, the average interest rate was approximately 10.5% and 12%, respectively. As of December 31, 2025, the Company complied with customary debt covenants. At December 31, 2025 and December 31, 2024, there was $3,212,935 and $3,805,080 outstanding under the November 2020 Note.

7. Convertible Promissory Note

Convertible promissory note consist of the following at December 31, 2025 and 2024:

Schedule of Convertible Debt

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
	Successor
Convertible promissory note	$	20,000		20,000
	December 31, 2024		December 31, 2023
Accrued interest		26,137		23,137
Incumaker, Inc. principal balance	$	20,000		20,000
Total principal and accrued interest (all current)	$	46,137	$	43,137
Accrued interest		23,137		20,137
Total principal and accrued interest (all current)	$	43,137	$	40,137

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~~ accrued interest of $23,137, are convertible at $1.50 per share into 28,758 shares of the Company’s common stock. At December 31, 2025, the principal balance of $20,000 and accrued interest of $26,137 are convertible at $1.50 per share into 30,758 shares of the Company’s common stock.

~~9. Secured Notes Payable – Related Party~~ F-17

~~Secured~~8. ~~notes~~Secured ~~payable~~Notes toPayable a– ~~related~~Related ~~party~~Party ~~consists of the following at December 31, 2024 and 2023:~~

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

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
	Successor
Secured note payable – related party	$	-		$	2,000,000
	December 31, 2024			December 31, 2023
Less debt discount		-			(4,000	)
Secured note payable – related party	$	2,000,000		$	-
Total principal balance		-			1,996,000
Less debt discount		(4,000	)		-
Accrued interest		-			64,274
Total principal balance		1,996,000			-
Total principal and accrued interest		-			2,060,274
Accrued interest		64,274			-
Less current portion		-			(2,060,274	)
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 ~~(the “Note”)~~ with Spars Capital Group LLC (“Spars Capital”) in the principal amount of $2,000,000, bearing annual interest ofat 11.5%, ~~that~~with ~~has~~ a maturity date of January 20, 2025. As of December 31, 2024, ~~The~~the ~~Note~~notes ~~has~~payable had an ~~origination~~aggregate ~~fee~~principal ~~and~~balance ~~expenses~~outstanding of $222,000,000, ~~which was recorded as~~ a debt discount balance of $4,000, and isaccrued ~~being~~interest payable ~~amortized~~of ~~over~~$64,274. During the ~~term~~year of ended December 31, 2025, the Company paid the Note, ~~and~~including ~~may~~accrued beinterest, ~~prepaid~~and ~~without~~the ~~penalty~~Note was retired. The Note iswas ~~collateralized~~secured by a blanket lien on the ~~assets of the~~ Company’s ~~under~~assets, ~~the terms of a Security Agreement and is~~ subordinated only to the line of credit (see Note 76). ~~The Note and Security Agreement are subject to additional customary terms and conditions.~~ Spars Capital is owned by a family trust affiliated with Elliot Bohm, ~~a member of~~ the ~~Board of Directors of the Company and the~~ President of CardCash ~~Exchange,~~and ~~Inc.,~~ a ~~subsidiary~~ ofmember ~~Giftify. As~~ of ~~December 31, 2024,~~ the ~~notes~~Company’s ~~payable had an aggregate principal balance outstanding of $2,000,000, a debt~~Board ~~discount balance~~ of ~~$4,000, and accrued interest payable of $64,274~~Directors.

~~F-19~~9. Notes Payable

~~10.~~ Notes payable ~~Payable~~consist of the following at December 31, 2025 and 2024:

Notes payable consist of the following at December 31, 2024 and 2023:

Schedule of Notes Payable

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
	Successor
CardCash acquisition notes payable	$	-		$	1,500,000
	December 31, 2024			December 31, 2023
Real Word Digital Assets note payable		-			-
CardCash acquisition notes payable	$	1,500,000		$	1,500,000
GameIQ acquisition note payable		-			75,928
GameIQ acquisition note payable		75,928			102,199
Economic Injury Disaster Loans (EIDL) note payable		661,301			664,500
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Total principal balance		661,301			2,240,428
Total principal balance		2,240,428			2,266,699
Accrued interest		2,288			92,204
Accrued interest		92,204			28,080
Total principal and accrued interest		663,589			2,332,632
Total principal and accrued interest		2,332,632			2,294,779
Less current portion		(12,240	)		(1,717,632	)
Less current portion		(1,717,632	)		(836,509	)
Non-current portion	$	651,349		$	615,000
Non-current portion	$	615,000		$	1,458,270

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 32). $750,000 is payable on December 29, 2024 ~~(see Note 14)~~, 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, ~~2023~~2024, the notes payable had an aggregate principal ~~balance~~ balance outstanding of $1,500,000. Asand ofaccrued ~~December~~interest ~~31,~~payable ~~2024~~of $75,000. During the ~~notes~~year ~~payable~~ended ~~had~~December an31, ~~aggregate~~2025, ~~principal~~the ~~balance~~Company ~~outstanding~~paid ofthe ~~$1,500,000~~Notes and accrued interest ~~payable~~in ~~of $75~~full,~~000~~ and the Notes were retired.

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 at 11.5%, with a maturity date of December 31, 2025. The Note has an origination fee and expenses totaling $15,000, which were recorded as a debt discount and are being amortized over the term of the Note. The Note may be prepaid without penalty. The note is secured by a blanket lien on Giftify’s assets under a security agreement and is subordinated only to Pathward’s line of credit (see Note 6). Proceeds from the note were used to pay the remaining balance owed on the secured promissory note with Spars Capital (See Note 8). During the year ended December 31, 2025, the Company paid the Note and accrued interest in full, and the Note was retired.

F-18

GameIQ Acquisition Note Payable

On February 1, 2022, the Company issued two notes payable ~~for~~in connection with 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~~ 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, ~~2023~~2024, the notes payable had an aggregate principal balance outstanding of $~~102~~75,~~199~~928 and accrued interest payable of $~~821~~1,646. AsDuring ofthe year ended December 31, ~~2024~~2025, the ~~notes~~Company ~~payable~~paid ~~had~~the anNotes ~~aggregate principal balance outstanding of $75,928~~ and accrued interest ~~payable~~in ~~of $1~~full,~~646~~ ~~(see~~and ~~Note~~the ~~14)~~Notes were retired.

Economic Injury Disaster Loans (EIDL)

On June 17, 2020, the Company received $150,000 ofin proceeds ~~applicable~~from ~~to loans~~ SBA-administered ~~by the SBA as~~ disaster ~~loan~~loans ~~assistance~~ under the ~~Covid~~COVID-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 ofin proceeds ~~pursuant~~ tounder the loan. On July 21, 2020, the Company received $150,000 ofin proceeds ~~applicable~~from ~~to loans~~ SBA-administered ~~by the SBA as~~ disaster ~~loan~~ ~~assistance~~loans under the ~~Covid~~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.

FThe loans bear interest at 3.75% per annum, with a combined principal-20and-interest repayment of $3,500 per month, beginning 12 months from the date of the promissory note, over 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 December 31, 2025, the note payable had a principal balance outstanding of $ 661,301 and accrued interest of $2,288.

~~The loans bear interest at 3~~10.~~75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from~~ ~~the~~Income date of the promissory note over a period of 30 years. As of December 31, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of December 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558.Taxes

11No federal tax provision has been provided for the years ended December 31, 2025 and 2024, due to the losses incurred during the periods. ~~Income~~Reconciled ~~Taxes~~below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rates for the respective period:

No federal tax provision has been provided for the periods ended December 31, 2023, December 30, 2023 to December 31, 2023, and January 1, 2023 to December 29, 2023, due to the losses incurred during the periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rates for the respective period:

	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
	Successor						Predecessor
U.S. federal statutory tax rate	$	(21.0	)%	$	(21.0	)%
	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
State income taxes, net of federal tax benefit		(5.1	)%		(6.4	)%
U.S. federal statutory tax rate	$	(21.0	)%	$	(21.0	)%	$	(21.0	)%
Change in valuation allowance		26.1	%		27.4	%
State income taxes, net of federal tax benefit		(6.0	)%		(6.0	)%		(6.0	)%
Effective tax rate	$	0.0	%	$	0.0	%
Change in valuation allowance		27.0	%		27.0	%		27.0	%
Effective tax rate	$	0.0	%	$	0.0	%	$	0.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, ~~2024~~2025 and ~~2023~~2024 are summarized below.

	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
	Successor						Predecessor
Deferred tax assets
	Year Ended December 31, 2024			December 30 to December 31, 2023			January 1, 2023 to December 29, 2023
Net operating loss carry forwards	$	8,375,000		$	7,763,000
Deferred tax assets
Share-based compensation		6,604,000			4,941,000
Net operating loss carryforwards	$	7,763,000		$	6,890,000		$	6,331,000
Limitation on the deduction of interest		1,953,000			2,695,000
Share-based compensation		4,941,000			1,795,000			455,000
Operating lease liability		297,000			397,000
163(j) disallowed interest		2,695,000			2,384,000			3,063,000
Property and equipment		62,000			74,000
Operating lease liability		397,000			91,000			-
Gross deferred taxes		17,291,000			15,870,000
Property and equipment		74,000			82,000
Less: valuation allowance		(17,291,000	)		(15,870,000	)
Gross deferred taxes		15,870,000			11,242,000			9,849,000
Total deferred tax assets	$	-		$	-
Less: valuation allowance		(15,870,000	)		(11,157,000	)		(8,671,000	)
Deferred tax liabilities
Total deferred tax assets	$	-		$	85,000		$	1,178,000
Intangible assets and goodwill		(323,000	)		(738,000	)
Deferred tax liabilities
Operating lease right-of-use asset		(285,000	)		(385,000	)
Intangible assets		(738,000	)		(1,800,000	)
Total deferred tax liabilities		(608,000	)		(1,123,000	)
Operating lease right-of-use asset		(385,000	)		(85,000	)
Net deferred tax liability	$	(608,000	)	$	(1,123,000	)
Property and equipment		-			-			(1,178,000	)
Total deferred tax liabilities		(1,123,000	)		(1,885,000	)		(1,178,000	)
Net deferred tax liability	$	(1,123,000	)	$	(1,800,000	)	$	-

In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2024 and 2023, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.F-19

~~F-21~~In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets depends on the Company generating future taxable income in the periods in which those temporary differences become deductible. As of December 31, 2025 and 2024, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

At As of December 31, ~~2024~~2025, the Company has available net operating loss ~~carryforwards~~carry forwards for federal and state income tax purposes of approximately $4835,~~317~~145,000 and $18,938,000. Federal net operating losses of approximately $9,876,000 ifwere ~~not~~incurred ~~utilized~~before 2018 ~~earlier,~~and carry forward for 20-years. They will begin to expire, inif unutilized, beginning after the year ending December 31, ~~2032~~2034. The remaining Federal Net Losses of approximately $25,269,000 ~~subject~~were incurred after 2017 and carry forward indefinitely, but the deductions for these net operating loss carry forwards are limited to ~~Internal~~80% of taxable income. The state net operating loss carry forwards, depending ~~Revenue~~on ~~Service~~the ~~limitations~~state, ~~including~~are ~~change~~from 12 to 20 years and expire in tax years ending after December 31, 2032 through 2045. The ability to utilize net operating loss carry forwards to offset future income may be limited under the Internal Revenue Code after significant ownership ~~regulations~~changes.

1211. 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 December 31, ~~2024~~2025 and ~~2023~~ 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 December 31, ~~2024~~2025 and ~~2023~~2024, the Company had 2733,~~021~~146,~~423~~517 shares and 2427,~~119~~021,~~967~~423 shares, respectively, of common stock issued and outstanding.

Common Stock Transactions

2025

Common Shares Issued on Vesting of Restricted Stock

During the year ended December 31, 2025, the Company issued 797,912 shares on vesting of restricted common stock to its employees and executives and recognized the corresponding fair value of $2,055,336.

Common Stock Issued for Services

During the year ended December 31, 2025, the Company issued 420,832 shares of common stock with a fair value of $575,713, or $1.37 per share, for service rendered.

Issuance of Common Stock for Settlement of Vendor Balance

During the year ended December 31, 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 consolidated statements of operations.

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

During the year ended December 31, 2025, the Company sold 1,283,246 shares of Common Stock and received net proceeds of $1,735,406, at an average price of $1.35 per share, under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

F-20

Issuance of Common Stock on Acquisition

During the year ended December 31, 2025, the Company issued 350,000 shares of common stock with a fair value of $609,000, or $1.74 per share, in connection with an acquisition (see Note 2).

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 year ended December 31, 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 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), which 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 year ended December 31, 2025, the Company received net proceeds of $2,431,999 from the sale of 2,210,910 shares of common stock at $1.10 per share in a private placement.

Common Stock Issuable

At December 31, 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.

2024

Issuance of Common Stock for Services

During the year ended December 31, 2024, the Company issued 210,000 shares of common stock with a fair value of $771,500, or $3.67 per share, to consultants for services rendered.

Issuance of Common Stock for ~~Vender~~Vendor Settlement

During the year ended December 31, 2024, the Company issued 104,167 shares of common stock with a fair value of $150,000, or $1.44 per share, per settlement agreement with a ~~vender~~vendor. The fair value of the common shares of $150,000 was recorded as a component of selling, general and administrative expenses in the consolidated statement of operations.

F-21

Sale of Common Stock on Stock Purchase Agreement

ClearThink Capital

On December 16, 2024, the Company entered into a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, LLC (ClearThink Capital”). Under the terms of the Strata Purchase Agreement, ClearThink Capital agreed to purchase up to $10 million of of Giftify’s shares of common stock (the “Purchase Shares”) based on a series of request notices limited to the lesser of $1 million or 500% of the average number of shares traded for the 10 trading days prior to the closing request date with the minimum purchase notice to be $25,000. The Company will receive financing in an amount equal to 99% of the average of the closing prices of the Company shares of common stock on the Nasdaq stock market during the Valuation Period that is defined as three business days preceding the purchase date with respect to a request notice. 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.

As a condition of the right of the Company to commence sales of its Purchase Shares to ClearThink Capital under the Strata Purchase Agreement, the Company issued to ClearThink Capital under the terms of the Securities Purchase Agreement, 100,000 restricted shares of Giftify’s common stock and an effective registration statement covering the resale of the Purchase Shares. The fair value of the 100,000 restricted shares was determined to be $131,000 and was recorded as a financing cost, a component of other expenses, in the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

Under the terms of the Securities Purchase Agreement, ClearThink Capital has agreed to purchase a total of 150,000 restricted shares of Giftify common stock in at an effective price of $1.3333 per share to be delivered to ClearThink Capital by book entry within seven calendar days following the two closing dates as follows: 75,000 restricted shares of Giftify common stock on December 16, 2024, and 75,000 shares of Giftify common stock within five days after the filing of the Prospectus Supplement underlying the Strata Purchase Agreement. During the year end December 31, 2024, ClearThink purchased a total of 150,000 ~~sales~~shares of the Company’s common stock for $200,000.

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 At-the-Market Issuance Sales Agreement

On October 25, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of its common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). During the year ended December 31, 2024, the Company sold 209,993 shares of Common Stock and received net proceeds ~~next~~ of ~~expenses of~~ $286,063, or an average of $1.36 per share.

Issuance of Common Stock on Private Sales

During the year ended December 31, 2024, the Company received net proceeds of $3,021,523 from the sale of 1,539,500 shares of common stock at $1.96 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 year ended December 31, 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 December 31, 2024.

F-22

~~2023~~12. Share-Based Compensation

Issuance of Restricted Stock for Employment Agreements

Effective on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into a four-year employment agreement with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by the Company and will remain in those positions following the acquisition. Mr. Bohm also joined the Board of Directors of the Company.

Under the terms of the agreements, Mr. Bohm and Mr. Ackerman received a one-time award of 1,250,000 restricted shares of the Company’s common stock with an aggregate fair value of $10,000,000, 50% vesting immediately and 50% vesting over 4 years. During the year ended December 31, 2023, the Company recorded stock compensation for 1,250,000 of these shares of restricted stock with a fair value of $5,000,000 based upon its vesting term. During the year ended December 31, 2024, the Company recorded stock compensation expense for 312,500 shares of restricted stock with a fair value of $1,250,000 based upon its vesting term. As of December 31, 2024, the unamortized stock compensation amounted to $3,750,000 to be expensed upon vesting in future periods through December 2027.

Issuance of Common Stock for Acquisition of CardCash (Successor)

During the period December 29, 2023 to December 31, 2023, RDE issued 6,108,007 shares of common stock with a fair value of $24,432,000, or $4.00 per share, as partial consideration paid on the acquisition of CardCash (see Note 3).

13. Share-Based Compensation

Summary of Restricted Common Stock

The following table summarizes restricted stock activity during the year ended December 31, ~~2024~~2025:

Schedule of Restricted Stock

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2023		125,000			-		$	418,750			3.35
Balance, December 31, 2024		1,320,834			-		$	4,531,224			3.43
Granted		~~425~~450,000			-			1405,~~793,500~~000			40.2290
Vested		(~~241~~797,~~666~~917	)		~~241~~797,~~666~~917			-			-
Forfeited		-			-			-			-
Issued		-			(~~241~~797,~~666~~917	)		(~~731~~2,~~400~~055,335	)		-
Balance, December 31, 2024		308,334			-		$	1,480,850		$	3.99
Balance, December 31, 2025		972,917			-		$	2,880,889		$	2.96

~~F-23~~On March 1, 2024, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock and 225,000 shares of the Company’s restricted stock to other officers and employees with an aggregate fair value of $1,793,500 or $4.22 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date.

On ~~March~~February 1, ~~2023~~2025, the Company granted its Chief Executive Officer ~~200~~250,000 shares of the Company’s restricted stock, and ~~100~~granted 200,000 shares of the Company’s restricted stock to ~~employees~~two other officers with an aggregate fair value of $1405,~~005,~~000 or $30.3590 per share. The restricted stock ~~grant~~ ~~vest 33% on the~~ grant ~~date,~~vests ~~and~~monthly ~~33%~~over on36 ~~each subsequent anniversary date~~months.

OnDuring ~~March~~the 1years ended December 31, 2025 and 2024, the Company ~~granted~~recognized ~~its~~stock-based ~~Chief~~compensation ~~Executive~~expense ~~Officer~~of ~~200~~$2,~~000~~055,336 ~~shares~~and of$2,681,848, ~~the~~respectively, and ~~Company’s~~issued ~~restricted stock~~797,917 and ~~225~~241,~~000~~666 shares of ~~the Company’s~~ restricted stock tobased ~~other~~on ~~officers~~the ~~and~~vesting ~~employees~~terms ~~with~~of anthe ~~aggregate~~grants, ~~fair~~respectively. ~~value~~As of $1December 31,~~793~~ 2025,~~500~~ orthe ~~$4.22~~unamortized ~~per~~stock ~~share. The~~compensation expense for restricted stock ~~grant~~amounted ~~vest~~to ~~33%~~$2,880,889, onto ~~the~~be ~~grant~~expensed ~~date,~~upon ~~and~~vesting ~~33%~~in onfuture ~~each~~periods through ~~subsequent~~February ~~anniversary date~~2028.

During the year ended December 31, 2024, the Company recognized stock compensation expense of $1,431,026 and issued 241,666 shares of restricted stock based upon its vesting term of the grants. As of December 31, 2024, the unamortized stock compensation expense amounted to $781,224, to be expensed upon vesting in future periods through March 1, 2026.

Summary of Stock Options

The Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors, and consultants of the Company.

The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The ~~risk-free~~fair ~~interest~~market ~~rate~~value of the common stock is ~~based~~determined onby reference to the ~~U.S.~~quoted ~~Treasury~~market ~~yield~~price ~~curve~~of inthe ~~effect~~common asstock ofon the grant date. The expected ~~dividend~~term ~~yield~~represents ~~assumption~~the isweighted-average ~~based~~period onof ~~the Company’s~~time ~~expectation~~that ofshare ~~dividend~~option ~~payouts~~awards ~~and~~granted isare ~~assumed~~expected to be ~~zero.~~outstanding ~~The~~giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based onupon ~~the~~ historical ~~volatility~~ volatility of the Company’s common stock,; ~~calculated~~the ~~utilizing~~expected adividend ~~look-back~~yield ~~period~~is ~~approximately~~based ~~equal~~on to the ~~contractual~~fact ~~life~~that of the ~~stock option~~Company ~~being~~has ~~granted.~~not ~~The~~paid dividends ~~expected~~in ~~life~~the ofpast ~~the~~and ~~stock~~does ~~option~~not isexpect ~~calculated~~to aspay dividends in the ~~mid-point~~future; ~~between~~and the ~~vesting~~risk-free ~~period~~interest ~~and~~rate ~~the~~is ~~contractual term~~based (on the ~~“simplified method”)~~U.S. Treasury ~~The~~yield ~~fair~~curve ~~market~~in ~~value~~effect ofat the ~~common~~time ~~stock~~of ismeasurement ~~determined~~corresponding bywith ~~reference to~~ the ~~quoted~~expected ~~market price~~term of the ~~common~~share ~~stock~~option ~~on the grant date~~award.

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.

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 29, 2023		743,116			4.43
Stock options outstanding at December 31, 2023		743,116			4.43
Granted		-3,405,500			-
Exercised		-(2,843	)		-
Expired or forfeited		-(23,943	)		-
Stock options outstanding at December 31, 2023		743,116		$	4.43
Granted		3,405,500			4.01
Exercised		(2,843	)		3.35
Expired or forfeited		(23,943	)		(1.05	)
Stock options outstanding at December 31, 2024		4,121,830		$	4.28
Stock options exercisable at December 31, 2024		2,395,125		$	4.32
Granted		1,170,000			0.92
Exercised		-			3.35
Expired or forfeited		(1,244,608	)		(1.05	)
Stock options outstanding at December 31, 2025		4,047,222		$	4.28
Stock options exercisable at December 31, 2025		2,519,444		$	4.32

F-2423

On April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500 ~~option~~shares ~~expense~~of the Company’s common stock to be issued to its executives and employees. The 3,405,500 stock options had an exercise price of $4.01 per share, with 33% vesting on April 1, 2024, and 33% on each subsequent anniversary date. The stock options are exercisable at a weighted average price of $4.01 per share with an average life to expiration of approximately nine years. The total fair value of these options at the grant date was asapproximately ~~follows~~$13,500,000, which was determined using a Black-Scholes option pricing model with the following average assumption: stock price of $4.01 per share, expected term of 6.00 years, volatility of 220%, dividend rate of 0%, and weighted average risk-free interest rate of 4.33%.

~~Schedule~~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 equally over 36 months. 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-~~based~~Scholes ~~Compensation~~option ~~Expense~~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%.

	Successor		Successor		Predecessor
	2024		December 30 to December 31, 2023		January 1, 2023 to December 29, 2023
Stock option expense	$	8,031,290	$	5,000,000	$	1,942

During the year ended December 31, 2025 and December 31, 2024, the Company recognized $3,671,565 and $8,031,290 of stock compensation expense relating to vested stock options, respectively. As of December 31, 2025, the aggregate amount of unvested compensation related to stock options was approximately $1,109,667 which will be recognized as an expense as the options vest in future periods through February 2028.

OnThe ~~April~~weighted 1,average ~~2024,~~remaining ~~the~~contractual ~~Company,~~life ~~pursuant~~of tocommon ~~the~~stock ~~terms~~options ofoutstanding ~~its~~and ~~2019~~exercisable ~~Stock~~at ~~Incentive~~December ~~Plan~~31, ~~granted~~2025 ~~options~~was ~~exercisable~~8.16 ~~into 3,405,500 shares~~years. toBased beon ~~issued~~a tofair ~~its~~market ~~executives~~value ~~and~~of ~~employees~~$1.03 ~~The~~per ~~3,405,500~~share ~~stock~~on ~~options~~December ~~had~~31, an2025, ~~exercise~~the ~~price~~intrinsic ofvalue ~~$4.01~~attributed ~~per~~to ~~share,~~exercisable ~~with~~but ~~vesting~~unexercised ~~of 33%~~common onstock ~~April~~options 1,was ~~2024~~$178,975 ~~and~~at ~~then~~December ~~33%~~31, ~~on each subsequent anniversary date~~2025.

The stock options are exercisable at a weighted average price of $4.01 per share with an average life to expiration of approximately nine years. The total fair value of these options at grant date was approximately $13,500,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $4.01 per share, expected term of 6.00 years, volatility of 220%, dividend rate of 0%, and weighted average risk-free interest rate of 4.33%. 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;~~prices ~~the expected volatility is based upon historical volatility~~ of ~~the Company’s~~ common stock; ~~the~~options ~~expected~~outstanding ~~dividend yield is based on the fact that the Company has not paid dividends in the past~~ and ~~does~~exercisable ~~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~~December ~~time~~31, of2025 ~~measurement~~are ~~corresponding~~as ~~with the expected term of the share option award.~~follows:

During the year ended December 31, 2024, the Company recognized $8,031,290 of stock compensation expense relating to vested stock options. As of December 31, 2024, the aggregate amount of unvested compensation related to stock options was approximately $5,680,244 which will be recognized as an expense as the options vest in future periods through March 2026.

The weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2024 was 8.25 years. Based on a fair market value of $1.09 per share on December 31, 2024, the intrinsic value attributed to exercisable but unexercised common stock options was $5,870 at December 31, 2024.

The exercise prices of common stock options outstanding and exercisable at December 31, 2024 are as follows:

Exercise Prices		Options Outstanding (Shares)		Options Exercisable (Shares)
$	10.0092		61992,~~004~~222		61318,~~000~~611
$	1.05		97,500		97,500
$	1.25		24,000		24,000
$	1.50		400,000		400,000
$	23.5035		5061,000		5061,000
$	34.0042		~~100~~2,~~000~~562,500		~~100~~1,~~000~~708,333
$	3.35		92,166		76,728
			4,047,222		2,519,444
$	4.22		3,405,500		1,694,236
$	363.17		3,660		3,661
			4,121,830		2,395,125

F-2524

1413. Commitments and Contingencies

Employment Agreements

Ketan Thakker

Effective July 1, 2023, Giftify entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer, pursuant to which Mr. Thakker’s annual salary is $250,000, increasing to $400,000 on July 1, 2024. In addition, Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company.

In the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will be entitled to continue to be paid pursuant to the terms of his employment agreement.

Steve Handy

Effective August 21, 2024, Giftify entered into a new employment agreement with Steve Handy, its Chief Financial Officer, pursuant to which Mr. Handy’s annual salary is $250,000, increasing at 35% annually. In addition, Mr. Handy is to receive a minimum annual cash bonus of $25,000.

Elliot Bohm and Marc Ackerman

Effective on December 29, 2023, ~~with~~ the ~~closing of the acquisition of CardCash (see Note 3), the~~ Company entered into an Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by Giftify and will remain in those positions following the acquisition. Bohm also joined the Board of Directors of Giftify.

Under the terms of the four-year agreements, Mr. Bohm and Mr. Ackerman shall each receive an annual base salary of $375,000 and a one-time award of 1,250,000 restricted shares of Giftify’s common stock with an aggregate fair value of $10 million, 50% vesting immediately and 50% vesting over 4 years. In addition, Mr. Bohm and Mr. Ackerman shall receive a minimum annual bonus of $100,000, topayable ~~be paid~~ in cash, stock, or both, on terms ~~that shall be~~ mutually acceptable to the Board and Mr. Bohm and Mr. Ackerman.

If Mr. Bohn’s or Mr. Ackerman’s employment is terminated by the Company without cause, as defined under their employment agreements, Mr. Bohn or Mr. Ackerman will be entitled to (a) twelve months’ base salary, (b) Earned but Unpaid Amounts, as defined, (c) all vested equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and (d) other benefits, as defined, for health, life, disability and similar employee benefit plans will continue, as defined.

Mr. Bohm and Mr. Ackerman also entered into a confidentiality and non-competition agreement in conjunction with ~~his~~their employment agreement, which contains covenants restricting them from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter, and prohibiting ~~him~~them from ~~disclosure~~disclosing of confidential information regarding our company at any time.

~~During the year ended December 31, 2023, the Company recognized $5,000,000 of stock compensation expense and issued 1,250,000 vested restricted shares~~14. ~~During the year ended December 31, 2024, the Company recognized $1,250,000 of stock compensation expense and issued 312,500 vested~~ ~~restricted~~Segment ~~shares.~~information As of December 31, 2024, the aggregate amount of unvested compensation related to 937,500 unvested restricted shares was approximately $3,750,000, which will be recognized as an expense as the restricted shares vest in future periods through December 2027.

~~F-26~~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 the performance of the Company and in establishing management’s compensation.

F-25

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:

	2025			2024
	Year Ended December 31,
	2025			2024

Net Sales	$	83,181,716		$	88,934,036
Cost of sales		67,686,362			75,789,255
Gross profit		15,495,354			13,144,781

Operating expenses
Employee compensation and benefits		6,175,515			6,520,852
Stock-based compensation expense		6,302,614			11,634,708
Merchant and bank fees		4,250,638			3,812,064
Facility costs		602,955			560,937
Consulting and outside provider costs		2,263,779			2,395,550
Sales and marketing costs		2,082,434			1,911,006
Depreciation of capitalized software costs		646,173			1,472,974
Amortization of intangible assets		2,271,673			2,431,668
Other operating expenses		1,254,319			780,748
Total operating expenses		25,850,100			31,520,507
Loss from operations	$	(10,354,746	)	$	(18,375,726	)

15. Subsequent Events

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 $483,000.

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

Subsequent to December 31, ~~2024~~2025, the Company sold ~~751~~ 25,~~152~~795 shares of Common Stock and received net proceeds ~~next~~ of ~~expenses of~~ $127,~~004~~551,~~991,~~ or an average of $1.3410 per share, ~~utilizing~~under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

~~Secured~~Issuance ~~Notes~~of ~~Payable~~Common –Stock ~~Related~~on ~~Party~~Private Offering

Subsequent to December 31, ~~2024~~2025, the Company ~~paid~~received innet ~~full~~proceeds ~~its~~of ~~secured~~$510,000 ~~promissory~~from ~~note~~the sale of $2470,000~~,000~~ ~~plus~~shares ~~accrued~~of ~~interest~~common ~~with~~stock aat ~~related~~an ~~party,~~average price ~~Spars~~of ~~Capital~~$1.09 ~~(see~~per ~~Note~~share 8)in a private placement.

Common Shares Issued in Settlement of Vendor Balance

Subsequent to December 31, 2024, the Company issued 75,000 shares of common stock to pay a $75,000 vendor balance.

Common Shares Issued on Vesting of Restricted Stock

Subsequent to December 31, 2024, the Company issued 554,166 shares on vesting of restricted stock.

Issuance of Common Stock for Services

Subsequent to December 31, 2024, the Company issued 116,666 shares of common stock to consultants for services rendered.

Secured Notes 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 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 owed by Company to Pathward National Association (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).

CardCash Acquisition Note Payable

Subsequent to December 31, 2024, the Company made its $750,000 principal payment plus accrued interest (see Note 9), which was due on December 29, 2024.

Stock Based Compensation

On February 12, ~~2025~~2026, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted ~~450~~1,400,000 restricted shares of common ~~stock~~ stock and options exercisable into 1765,~~170,~~000 shares of the Company’s common stock to its executives and employees.

The restricted ~~share~~shares of common stock and stock options vest equally over 36 months ~~equally~~. The stock options are exercisable at a weighted average price of $01.9204 per share with an average life to expiration of approximately ~~three~~ six years. The total fair value of these options at the grant date was approximately $1791,~~073,~~000, which was determined using a Black-Scholes~~-Merton~~ option pricing model with the following average assumption: stock price of $01.9204 per share, expected term of 6.00 years, volatility of ~~241~~218%, dividend rate of 0%, and weighted average risk-free interest rate of 43.4574%. ~~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.

F-2726

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

The information contained in this section covers management’s evaluation of our disclosure controls and procedures and our assessment of our internal control over financial reporting for the year ended December 31, ~~2024~~2025.

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 Company 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~~2025, and have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, ~~2024~~2025, 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, Giftify, Inc. (“Giftify”, the “Company”) completed the acquisition of CardCash Exchange Inc (“CardCash”, the “Predecessor”). As a result of the merger, the Company adopted the controls and procedures of the Predecessor.

Inherent Limitations on Effectiveness of Controls

Management ~~does not expect the Company’s~~ ~~disclosure~~recognizes ~~controls~~that orany ~~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~~ 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~~Also, ~~design~~projections 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 ofto ~~controls in~~ future periods are subject to ~~risks.~~the ~~Over~~risk ~~time,~~that controls may become inadequate because of changes in conditions, or ~~deterioration~~that in the degree of compliance with the policies orand procedures may deteriorate.

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, but not absolute, 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~~performed an ~~assessment~~ assessment of the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, 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~~2025, 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.43

AsThe ~~previously~~Company ~~reported,~~identified ~~the~~a material ~~weaknesses~~weakness ~~continued~~in toits ~~exist~~internal ~~as of December 31, 2024, relating to the Company did not design and maintain effective~~ controls over ~~certain~~financial ~~information~~reporting. ~~technology~~A ~~(“IT”)~~material ~~general~~weakness ~~controls~~is ~~for~~a ~~information~~deficiency, ~~systems~~or ~~that are relevant~~a tocombination ~~the preparation~~ of ~~its consolidated financial statements. Specifically~~deficiencies, ~~Company~~in ~~did~~internal ~~not~~control ~~design~~over ~~and~~financial ~~maintain~~reporting ~~effective~~such ~~program change management controls to ensure~~ that ~~access~~there tois ~~information~~a ~~technology~~reasonable ~~program~~possibility ~~and~~that ~~data~~a material ~~changes~~misstatement ~~affecting~~of ~~certain~~our financial ITstatements ~~applications and~~will ~~underlying~~not ~~accounting~~be ~~records~~prevented ~~are~~or ~~identified,~~detected ~~documented,~~on ~~tested,~~a ~~authorized~~timely ~~and implemented appropriately~~basis.

~~Remediation~~As ~~Plan~~previously reported, a material weaknesses continued to exist as of December 31, 2025, related to information technology (“IT”) general controls because the Company did not design and maintain effective IT general controls for ~~Material~~information systems ~~Weaknesses~~that are relevant to the preparation of the financial statements. Specifically, Company did not design and maintain effective program change management controls to ensure that IT program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately. The material weakness related to the IT general controls did not result in ~~Internal~~adjustments ~~Control~~to ~~Over~~the ~~Financial~~financial ~~Reporting~~statements for the year ended December 31, 2025.

InRemediation ~~response~~Plan tofor ~~the~~Material 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:Weaknesses

●The ~~Continue~~Company tois ~~design~~committed ~~and implement ITGCs, focusing on user access controls, periodic access reviews, and change management; ● Continue~~ to ~~enhance~~remediating ~~documentation~~its ~~and~~material ~~control~~weaknesses ~~execution,~~as ~~ensuring~~promptly ~~the~~as ~~completeness~~possible. ~~and~~Ongoing ~~accuracy~~remediation activities ~~of supporting data; and ● Continue to provide training to our control operators.~~include:

● We ~~believe~~ ~~the~~have ~~foregoing~~designed ~~efforts~~and ~~will~~began ~~effectively~~implementing ~~remediate~~formal ~~the~~accounting ~~material~~policies, ~~weaknesses~~procedures ~~described~~and incontrols; ~~“Management’s~~and ~~Report~~● onWe ~~Internal Control~~continue ~~Over~~to ~~Financial~~enhance ~~Reporting.”~~documentation ~~Because~~and ~~the reliability of the internal~~ control ~~process requires repeatable~~ execution, ~~the~~ensuring ~~successful on-going remediation of~~ the ~~material~~completeness ~~weaknesses will require on-going review~~ and ~~evidence~~accuracy of ~~effectiveness~~supporting ~~prior~~data; ~~to concluding that controls are effective~~and

~~Remediation~~Management will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time ~~Previously~~and ~~Identified~~management ~~Material~~has ~~Weaknesses~~concluded, through testing, that these controls are operating effectively.

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~~There ~~than as described above, there~~ were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2024~~ 2025, that ~~materially~~have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

4744

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth information regarding the members of our board of directors and our executive officers:

Name	Age	Position
Ketan Thakker	5657	Chief Executive Officer; President and Chairman
Steve Handy	5758	Chief Financial Officer
Balazs Wellisch	53	Chief Operating Officer of Restaurant.com
Balazs Wellisch(1)	53	Chief Operating Officer of Restaurant.com
Elliot Bohm	43	Director, President of CardCash
Marc Ackerman	41	Chief Operating Officer of CardCash
Kevin Harrington	65	Director
M. Scot Wingo	52	Director
Paul K. Danner	67	Director

(1) Balazs Wellisch resigned on August 18, 2025.

Business Experience

The following is a brief overview of the business experience of each of our directors and executive officers during at least the past five years, including their principal occupations or employment during the period, the name and principal business of the organization by which they were employed, and certain of their other directorships:

Ketan Thakker has been our Chairman, President and Chief Executive Officer since August 2014. He joined our company as Chief Financial Officer in July 2013, leading our restructuring, and was promoted the following year. Mr. Thakker is an entrepreneurial leader with more than 20 years in finance and operations. He has significant hands-on experience in building and growing new and existing businesses in the online space. He founded and served as President of TripRental.com and TripRental Software, an online listing site for vacation rental properties, from March 2011 to June 2013. He previously served as the Chief Financial Officer for Apartments.com, a Classified Ventures Company from 2006 to 2011. Mr. Thakker also held leadership roles in financial management at Abbott Laboratories and Baxter International Inc. Mr. Thakker received an M.B.A. from Northwestern University’s Kellogg School of Management and is an accredited certified public accountant (inactive).

As the Chairman, President and Chief Executive Officer, Mr. Thakker leads the Board and guides our company. Mr. Thakker brings extensive e-commerce industry knowledge of the company and a deep background in technology growth companies, mergers and acquisitions and capital market activities, making him well qualified as a member of the Board. His service as Chairman, President and Chief Executive Officer creates a critical link between management and the Board.

Steve Handy joined Giftify, Inc. on August 26, 2024, as its Chief Financial Officer. Mr. Handy brings over two decades of extensive financial leadership experience to the Company with a proven track record in guiding companies through significant growth phases, public offerings, and operational transformations. He joins Giftify from ~~Sacks~~Newton ~~Parente~~ Golf, Inc., a Nasdaq listed company, where he played a pivotal role as as Chief Financial Officer in its successful initial public offering and its realized accelerated revenue growth of over 700% in the ~~first~~ first half of 2024 compared to 2023. Mr. Handy attended numerous investor conferences, and established controls and procedures to facilitate the company’s transition from a private to a public ~~entity~~company, including ~~the~~implementing ~~implementation of~~ Oracle’s NetSuite ERP ~~System~~.

48Before his tenure at Newton Golf, Inc., Mr. Handy served as Chief Financial Officer and Director of Operations at Opti-Harvest, Inc., an agricultural innovation company, where he oversaw financial strategy and operations. His earlier experience includes his role as Chief Financial Officer of Tix Corporation, a former publicly traded entertainment ticketing company, where he led financial operations from March 2010 to May 2021. Mr. Handy’s extensive experience also includes senior financial roles, including serving as Chief Financial Officer at SM&A, a former Nasdaq-listed professional services firm, and at Dot Hill Systems, a former publicly traded technology manufacturer, where he managed operations in Europe. Mr. Handy began his career as a Senior Auditor for Deloitte & Touche LLP. He holds a Bachelor of Science in Management from California State University, San Marcos, and is a Certified Public Accountant in California.

Before his tenure at Sacks Parente Golf, Mr. Handy served as Chief Financial Officer and Director of Operations at Opti-Harvest, Inc., an agriculture innovation company, where he oversaw financial strategy and operational management. His earlier experience includes his role as Chief Financial Officer of Tix Corporation, a former publicly traded entertainment ticketing company, where he led financial operations from March 2010 to May 2021. Mr. Handy’s extensive experience also includes senior financial roles including Chief Financial Officer at SM&A, a former Nasdaq-listed professional services firm, and Dot Hill Systems, a former publicly traded technology manufacturer, where he managed operations in Europe. Mr. Handy began his career as a Senior Auditor for Deloitte & Touche LLP. He holds a Bachelor of Science in Management from California State University, San Marcos, and is a Certified Public Accountant in California.45

Balazs Wellisch joined Restaurant.com in February 2022 following our acquisition of GameIQ acquisition. He is responsible for the strategy, formulation, development and delivery of Restaurant.com’s product portfolio as well as the operation of the company’s IT infrastructure. Mr. Wellisch has more than 25 years of experience leading high-performing organizations and driving modern technology development and adoption for global organizations. From November 2014 to February 2022, he served as founder and CEO GameIQ. From March 2002 to September 2009 Mr. Wellisch was President and CEO of Solana Consulting, a company providing e-business management solutions to companies worldwide. From March 2000 to February 2002 Mr. Wellisch was Vice President of Engineering at Eriss Corp., a company providing dynamic internet application services to government workforce boards, cities, counties, states and commercial service providers, and from September 1997 to February 2000 he served as Chief Technology Officer of Digital Trends, a managed high growth applications services company delivering e-commerce solutions. Mr. Wellisch graduated from San Diego State University with a degree in Computer Science.

Elliot Bohm joined our Board of Directors on December 29, 2023, and is the Chief Executive Officer of our subsidiary, CardCash, following the CardCash Merger. our f following the CardCash Merger. Mr. Bohm is a seasoned entrepreneur with a diverse background in leveraging technology, both as an operator and a financier. Co-founded CardCash.com in 2009 and swiftly transformed the startup into one of the world’s largest gift card exchange marketplaces. For his outstanding achievements, Forbes Magazine recognized Elliot as one of America’s Most Promising CEOs under the age of 35, a prestigious list featuring only 22 individuals. His strategic vision has fostered key partnerships with industry giants such as Walmart, Amazon, CVS, and United Airlines, solidifying his reputation as a dynamic leader in technology-driven entrepreneurship. With a decade of experience in M&A, Elliot has successfully orchestrated investment and acquisition deals, raising over tens of millions in venture capital and debt financing from esteemed names like Guggenheim Partners, Incomm, Pathward, and Sterling National Bank. Mr. Bohm graduated from the Institute of Advanced Judaic Studies in Toronto Canada with a master’s degree in Judaic Studies.

Marc Ackerman joined our Company as the Chief Operating Officer of our subsidiary, CardCash, on December 29, 2023, following the CardCash Merger. Mr. Ackerman is a experienced operator, Co-founded CardCash.com in 2009, and played a pivotal role in evolving the operation from a startup with a handful of individuals into a thriving team of over 50 employees. His visionary leadership and management acumen have streamlined processes, ensuring the efficient coordination of various departments, including customer service, shipping, bulk sales, human resources, and loss prevention. With a track record of success, he continues to drive operational excellence and contributes to the growth of innovative ventures. Mr. Ackerman graduated from BMG in Lakewood, New Jersey, with a master’s degree in Judaic Studies.

Kevin Harrington was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Harrington has almost 40 years’ experience in product introduction and direct marketing, being one of the first to market products through infomercials in 1984. Since 2005, he has been Chief Executive Officer of Harrington Business Development, Inc. and, since November 2015, Chief Executive Officer of KBHS, LLC, each privately held consulting firms controlled by him. A serial entrepreneur, Mr. Harrington appeared as one of the original panelists on the ABC television program, “Shark Tank,” from 2009 to 2011. He currently serves as a director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer of nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and supplements, since April 2015. He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since March 2016, and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through infomercials and other direct marketing, from May 2010 to April 2014. Mr. Harrington is the author of “Act Now! How to Turn Ideas into Million-Dollar Products,” which chronicles his life and experiences in the direct response industry. Mr. Harrington is a co-founder of two global networking associations, the Entrepreneur’s Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic Retailing Association in 2000. Mr. Harrington’s in-depth knowledge of the e-commerce market and the broad range of companies in the industry make him well qualified as a member of the Board. He also brings transactional expertise in mergers and acquisitions and capital markets.

M. Scot Wingo was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Wingo is a co-founder of ChannelAdvisor Corporation (NYSE) and has served as chairman of its board of directors since its inception in 2001, as its executive chairman since May 2015 and as its chief executive officer from 2001 until May 2015. Mr. Wingo is a co-founder of, and since July 2016 has served as the chief executive officer of, Get Spiffy, Inc., an on-demand car cleaning technology and services company. Prior to founding ChannelAdvisor, he served as general manager of GoTo Auctions, chief executive officer and co-founder of AuctionRover.com, which was acquired by GoTo.com, and as chief executive officer and co-founder of Stingray Software, which was acquired by RogueWave. He has appeared on CNBC, The Today Show and contributed thought leadership to the WSJ, New York Times, Washington Post, Bloomberg/Business Week, LA Times, AP, Reuters and many other publications. Mr. Wingo regularly speaks about e-commerce and on-demand topics at IRCE (internet Retailer Conference and Exhibition), NRF’s/shop.org Digital Summit, NRF’s Big Show, Shoptalk, NPD Idea, Bronto Summit, ChannelAdvisor Catalyst and many e-commerce/retail-oriented Wall Street conferences. Mr. Wingo has received numerous awards including Ernst and Young’s Entrepreneur of the Year and Triangle Business Journal’s Businessperson of the Year. Mr. Wingo received a B.S. degree in Computer Engineering from the University of South Carolina and an M.S. degree in Computer Engineering from North Carolina State University. The Board of Directors believes that Mr. Wingo’s reputation as a thought leader in the e-commerce industry, transactional expertise in mergers and acquisitions and capital markets and his business experience in founding and overseeing the growth of software companies makes him well qualified to be a member of the Board.

Paul K. Danner joined our Board of Directors on February 13, 2019, following the SkyAuction Merger. He is currently serving as the Chief Executive Officer of Pepex Biomedical, Inc. From 2016 to 2018, he was Chairman & Chief Executive Officer of Alliance MMA, Inc., Nasdaq-listed sports promotion and media firm. Formerly, Mr. Danner was the Managing Director of Destiny Partners Worldwide, a global organizational management and business operations consultancy since 2006. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of Shanghai-based China Crescent Enterprises, a fully-reporting OTCBB-listed information technologies company which operated primarily in Asia. Previously, he served as Chairman & Chief Executive Officer of Paragon Financial Corporation, a Nasdaq-listed financial services firm, from 2002 to 2006. From January 1998 to 2001 Mr. Danner was employed in various roles at MyTurn.com, Inc., a Nasdaq-listed information technologies company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a business consultancy firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of Fortune-100 technology companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for eight years on active duty plus 22 years with the reserve component of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner received his BS in Business Finance from Colorado State University and holds an MBA in Marketing from the Strome College of Business at Old Dominion University.

Board of Directors and Corporate Governance

When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. With regard to Mr. Thakker, the Board considered his day-to-day operational leadership of our company and his in-depth knowledge of our business. In the case of Messrs. Wingo, Danner ~~and~~ and Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance.

The Board of Directors periodically reviews the relationships ~~that~~ directors have with our company to determine whether ~~the~~they ~~directors~~ are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.

The Board of Directors has determined that, of our directors, Messrs. Wingo, Danner and Harrington, are independent within the meaning of the Nasdaq Marketplace Rules cited above. Paul Danner is also an audit committee financial expert as that term is defined by listing standards of the national securities exchanges and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 under the Securities Exchange Act of 1934.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Family Relationships and Other Arrangements

There are no family relationships among any of our directors or executive officers.

None of our directors or executive officers was selected to serve in their respective roles pursuant to any arrangement or understanding between such director or executive officer and any person.

Committees of the Board of Directors

Currently, our Board of Directors acts as audit, nominating, corporate governance and compensation committees. Until such time as we add more members to the Board, the entire Board will determine all matters and no committees have been formed. We intend to appoint persons to the board of directors and committees of the board of directors as required to meet the corporate governance requirements of a national securities exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange. We intend to appoint directors in the future so that we have a majority of our directors who will be independent directors, and of which at least one director will qualify as an “audit committee financial expert,” prior to a listing on a national securities exchange.

Compensation Committee Interlocks and Insider Participation

None of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our board of directors.

Code of Ethics

We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Capital Market and the SEC. We have posted a copy of our code of ethics on our website and intend to post amendments to this code, oras well as any waivers of its requirements~~, as well~~.

Insider Trading Policies

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, while they are in possession of material ~~nonpublic~~non-public information (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

Conflicts of Interest

We comply with applicable state law ~~with~~regarding ~~respect to~~ transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders, or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors consisting of a majority of independent directors.

Indemnification of Directors and Executive Officers

Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.

The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide ~~for~~ indemnification, whether or not the corporation would otherwise have the power to ~~provide~~do ~~for it~~so.

Our second amended and restated bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party is acting in bad faith. These indemnification rights are contractual, and as such will ~~continue~~ continue as to a person who has ceased to be a director, officer, employee, or other agent, and will inure to the benefit of the heirs, ~~executors~~ executors, and administrators of such a person.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of Giftify, Inc during the years ended December 31, ~~2024~~2025 and ~~2023~~2024; and (ii) each other individual who served as an executive officer of Giftify, Inc. at the conclusion of the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and who received more than $100,000 in the form of salary and bonus during such year. For the purposes of this report, these individuals are collectively the “named executive officers” of our Company.

Name and Position	Years		Salary		Bonus		Stock Awards		Option Awards		Non-equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Ketan Thakker,		~~2024~~2025	$	~~400~~415,000	$	~~200~~100,000	$	~~844~~230,000		—		—		—		—	$	1745,~~444,~~000
Chairman, President and CEO (1)		~~2023~~2024	$	~~303~~400,000	$	100,000	$	~~670~~844,000		—		—		—		—	$	1,~~073~~344,000
Steve Handy,		~~2024~~2025	$	72227,000	$	925,000	$	—	$	~~804~~90,000		—		—		—	$	~~885~~342,0000
CFO (2)(3)		2023	$	—	$	—	$	—		—		—		—		—	$	—
CFO (1)(2)		2024	$	72,000	$	9,000	$	—	$	804,000		—		—		—	$	885,0000
Elliot Bohm		~~2024~~2025	$	~~375~~393,000	$	100,000	$	~~422~~92,000		—		—		—		—	$	~~897~~585,000
Director, President CardCash (1)		~~2023~~2024	$	375,000	$	—100,000	$	2422,~~500,~~000		—		—		—		—	$	2897,~~875,~~000
Marc Ackerman		~~2024~~2025	$	~~375~~393,000	$	100,000	$	~~422~~92,000		—		—		—		—	$	~~897~~585,000
Chief Operating Officer, CardCash (1)		~~2023~~2024	$	375,000	$	—100,000	$	2422,~~500,~~000		—		—		—		—	$	2897,~~875,~~000
Aaron Horowitz		2024	$	37,500	$	—	$	63,000		—		—		—		—	$	100,500
Balazs Wellisch (3)		2025	$	112,000	$	—	$	—		90,000		—		—		—	$	202,000
President and GC		2023	$	150,000	$	—	$	251,000		—		—		—		—	$	401,000
Chief Operating Officer, Restaurant.com		2024	$	150,000	$	—	$	—		1,200,000		—		—		—	$	1,350,000
Tim Miller		2024	$	109,000	$	—	$	42,000		—		—		—		—	$	151,000
VP Sales, Restaurant.com		2023	$	313,000	$	—	$	84,000		—		—		—		—	$	397,000
Balazs Wellisch		2024	$	150,000	$	—	$	—		1,200,000		—		—		—	$	1,350,000
Chief Operating Officer, Restaurant.com		2023	$	122,500	$	—	$	—		—		—		—		—	$	122,500

(1)	~~Includes~~Bonuses afor ~~$100,000~~2025 ~~accrued~~and ~~bonus~~2024 ~~that~~were ~~was~~ earned but not paid ~~until~~as ~~after~~of ~~the~~December ~~year~~31, ~~ended~~2025.
(2)	~~Includes~~Mr. aHandy’s ~~$9,000~~employment ~~accrued~~became ~~bonus~~effective ~~that~~on ~~was~~August ~~earned~~23, ~~but not paid until after the year ended~~2024.
(3)	Mr. ~~Handy~~Wellisch’s employment ~~became~~ended ~~effective~~ on August 2318, ~~2024~~2025.

Employment and Advisory Agreements

Ketan Thakker

Effective July 1, 2023, we entered into a new employment agreement with Ketan Thakker, our Chairman, President and Chief Executive Officer. The employment agreement provides that Mr. Thakker will receive a base salary during the first year of his employment agreement at an annual rate of $250,000 which base salary shall be increased to $400,000 in the event that either (i) the Company receives financing of at least $5,000,000 or (ii) at such time as our Board determines that the Company can afford to pay him such increased base salary. In addition, Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company. On July 1, 2023, the Board increased Mr. Thakker’s annual base salary to $400,000. In addition, Mr. Thakker shall receive a minimum annual bonus of $100,000 to be paid in cash, stock or both on terms that shall be mutually acceptable to the Board and Mr. Thakker.

The employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations to us. In the event the employment agreement is terminated by us without cause, Mr. Thakker will be entitled to compensation for the balance of the term.

Mr. Thakker also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Thakker from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Steve Handy

On ~~August~~ August 23, 2024, Giftify Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Steve Handy, the Company’s Chief Financial Officer (CFO). Under the terms of the three-year Agreement, Mr. Handy shall receive an annual base salary of $250,000 with a minimum annual merit increase of 35% of his annual salary in the prior year and a minimum annual bonus of $25,000.

If the Agreement is terminated by Mr. Handy for good reason, or the Company without cause, the Company is ~~obligation~~obligated to pay Mr. Handy a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

(A) Salary. The equivalent of the lesser of (i) six (6) months of Executive’s then-current base salary or (ii) the remainder of the term of the Agreement.

(B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through the Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of the Executive’s termination of employment.

(C) Equity. All equity vested at the time of termination shall be retained by the Executive, and all equity that has not vested shall be accelerated and be deemed vested.

(D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability , and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination.

Mr. Handy also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement, which contains covenants restricting Mr. Handy from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Elliot Bohm

Effective on December 29, 2023, following the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”) with Elliot Bohm. Mr. Bohm was the President of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr. Bohm will remain as President of CardCash, and will join the Board of Directors of Giftify, as well as serving as a member of the Board of Directors of CardCash. Under the terms of the four-year Agreement, Mr. Bohm shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify’s common stock, of which 625,000 shall be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement. In addition, Mr. Bohm shall receive a minimum annual bonus of $100,000.

If the Agreement is terminated by Mr. Bohm for good reason, or the Company without cause, the Company is ~~obligation~~obligated to pay Mr. Bohm a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

(A) Salary. The equivalent of the greater of (i) twelve (12) months of the Executive’s then-current base salary or (ii) the remainder of of the term of this Agreement.

(B) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment.

(C) Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested.

(D) Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination.

Mr. Bohm also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Bohm from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Marc Ackerman

Effective on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”) with Mark Ackerman. Mr. Ackerman was the Chief Operating Officer of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr. Ackerman will remain as the Chief Operating Officer of CardCash. Under the terms of the four-year Agreement, Mr. Ackerman shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify’s common stock of which 625,000 shall be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement. In addition, Mr. Ackerman shall receive a minimum annual bonus of $100,000.

If the Agreement is terminated by Mr. Ackerman for good reason, or the Company without cause, the Company is obligation to pay Mr. Ackerman a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

(A) Salary. The equivalent of the greater of (i) twelve (12) months of Executive’s then-current base salary or (ii) the remainder of the term of this Agreement.

(C) Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested.

Mr. Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Ackerman from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Balazs Wellisch

On January 16, 2025, Giftify Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Balazs Wellisch. Mr. Wellisch was the Chief Technology Officer of Restaurant.com, a wholly-owned subsidiary of the Company, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Under the terms of the Agreement, Mr. Wellisch is now the Chief Operating Officer (“COO”) of Restaurant.com. Under the terms of the three-year Agreement, Mr. Wellisch shall receive an annual base salary of $240,000 with a minimum annual merit increase of 5% of his annual salary in the prior year and a minimum annual bonus of $25,000.

If the Agreement is terminated by Mr. Wellisch for good reason, or the Company without cause, the Company is obligation to pay Mr. Wellisch a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

(A) Salary. The equivalent of the lesser of (i) six (6) months of Executive’s then-current base salary or (ii) the remainder of the term of the Agreement.

(C) Equity. All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated and be deemed vested.

Mr. Wellisch also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Wellisch from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Equity Compensation Plan Information

On February 11, 2019, our Board of Directors and stockholders adopted our 2019 Stock Incentive Plan (the “2019 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 40,000,000 shares of common stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards.

5552

Administration. The 2019 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2019 Plan and of any awards granted there under and to modify awards granted under the 2019 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2019 Plan without prior approval of the Company’s shareholders.

Eligibility. The 2019 Plan provides that awards may be granted to our employees, officers, directors and consultants or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2019 Plan.

Shares that are subject to issuance upon exercise of an option under the 2019 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2019 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2019 Plan.

Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2019 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2019 Plan):

(a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

(b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 125% of the fair market value of shares of the Company’s common stock on the date of grant.

(c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

(d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2019 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control.

(e) Other Provisions: The option grant and exercise agreements authorized under the 2019 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price.

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Amendment and Termination of the 2019 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2019 Plan or amend the 2019 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2019 Plan in a manner that requires stockholder approval.

The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, ~~2024~~2025.

	Option Awards															~~Stock Awards~~		Stock Awards
Name	Grant Date(1)		~~Number of Securities Underlying Unexercised Options Exercisable (#)~~		Number of Securities Underlying Unexercised Options Exercisable (#)		~~Number of Securities Underlying Unexercised Options Unexercisable (#)~~		Number of Securities Underlying Unexercised Options Unexercisable (#)		~~Option Exercise Price~~		Option Exercise Price		~~Option Expiration Date~~	~~Number~~Option ofExpiration ~~Shares (#)~~Date		~~Market~~Number ~~Value~~ of Shares (2#)		Market Value of Shares (2)
Balazs Wellisch	2/16/2022			400,000				-			$	1.50			2/16/2032			$	-
Steve Handy		2/1/2025				30,556				69,444				0.90			2/1/2035
	4/1/2023			16,677				8,333				3.35			4/1/2033
		4/1/2024				133,333				66,667				4.01			4/1/2034
	4/1/2024			100,000				200,000				3.35			4/1/2034
Ketan Thakker		-				-				-				-			-		184,722	$	203,139
Steve Handy	4/1/2024			66,667				133,333				4.01			4/1/2024
Marc Ackerman		-				-				-				-			-		387,500	$	1,335,945
Ketan Thakker	8/1/2015			1,622				-				363.17			8/1/2025		133,333	$	546,667
Elliot Bohm		-				-				-				-			-		387,500	$	1,335,945

(1)	All equity awards listed in this table were granted pursuant to our 2019 Plan, the terms of which are described above under “Equity Compensation Plan Information.”
(2)	This amount reflects the fair market value of our common stock on the grant date multiplied by the amount shown in the column for the number of shares that have been granted.

~~2023~~ Director Compensation

Upon commencement of their Board membership on February 13, 2019, the nonexecutive members of the Board, Messrs. Harrington, Wingo and Danner, each received a grant of 20,000 restricted shares of our common stock. ofMessrs. ~~which~~Harrington, ~~25%~~Wingo ofand ~~the restricted stock grant (5~~Danner,~~000~~ ~~shares)~~each ~~vested~~received ~~upon~~additional ~~acceptance~~grants of ~~the~~160,000 ~~offer~~restricted toshares ~~serve~~of on our ~~Board~~common ofstock ~~Directors~~in ~~and~~August ~~25%~~2020, ~~of the restricted stock grant (5~~60,000 restricted shares) ~~will~~of ~~vest~~our ~~upon~~common ~~each~~stock in ofMarch ~~the~~2022, ~~three~~and ~~anniversaries~~120,000 ofrestricted ~~the~~shares ~~acceptance date~~ of ~~the~~our ~~offer~~common ~~(February~~stock ~~13,~~in ~~2019)~~April ~~provided~~2023. ~~that~~The ~~each~~ Board ~~member~~members ~~has~~received ~~served~~no ~~continuously as~~other ancompensation ~~advisor~~for board toservice ~~the Company~~ during ~~such~~the ~~one~~ year ~~period,~~ended ~~(ii)~~December an31, ~~annual~~2024. ~~cash~~During ~~allowance~~the ~~will be paid in equal quarterly amounts as follows:~~ year 1ended $5December 31,~~000,~~ ~~year 2 $15~~2025,~~000~~ ~~and~~Mr. ~~year~~Danner 3received ~~an amount to be determined and (iii) each nonexecutive Board member who serves as a Chair of~~cash ~~one~~compensation of ~~our Board Committees will receive an additional cash payment of~~ $234,000 ~~annually~~for ~~and~~his ~~each~~board ~~nonexecutive~~service. ~~Board~~No ~~member~~other ~~who~~nonexecutive ~~serves as~~members ~~a member~~ of ~~one~~the ~~of our~~ Board ~~Committees will receive an additional cash payment of $1,000 annually. The Board members~~ received no compensation for board service during the year ended December 31, ~~2023~~2025.

The following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, ~~2024~~2025.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Ketan Thakker		—		—		—		—
Elliot Bohm		—		—		—		—
Paul K. Danner		—34,000		—		—		—34,000
M. Scot Wingo		—		—		—		—
Kevin Harrington		—		—		—		—

(1)	All equity awards listed in this table were granted pursuant to our 2019 Plan, the terms of which are described above under “Equity Compensation Plan Information.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of February 28, 2026, the beneficial ownership of our common stock by the following persons:

	●	each person or entity who, to our knowledge, owns more than 5% of our common stock;

	●	our named executive officers;

	●	each current director; and

	●	all of our current executive officers and directors as a group; and

There were 33,652,964 shares of our common stock outstanding on February 28, 2026. Beneficial ownership has been determined in accordance with the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information furnished, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of February 28, 2026, are deemed outstanding. These shares of common stock, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Each person named in the table has sole voting and investment power and that person’s address is c/o Giftify, Inc., 1100 Woodfield Road, Suite 510, Schaumburg, IL 60172.

Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock
5% Stockholders
Eldridge RDE Holdings, LLC ⁽¹⁾		2,470,479		7.2	%
Interactive Communications ⁽²⁾		2,595,370		7.6	%

Named Executive Officers and Directors
Ketan Thakker, Director and Chief Executive Officer ⁽³⁾		3,041,654		9.0	%
Steve Handy, Chief Financial Officer ⁽⁴⁾		336,048		1.0	%
Elliot Bohm, Director, President of CardCash ⁽⁵⁾		1,159,720		3.5	%
Marc Ackerman, Chief Operating Officer, CardCash ⁽⁶⁾		1,159,720

Filing Compare · GIFTIFY, INC.