What changed in this filing

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Item 1. Business

2026-03-18 compared with 2025-03-31 · 250 added, 264 removed, 165 unchanged (76% of the section changed)

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TJ Maxx, among others.

acquisition and integration of CardCash has changed our financial position, market profile and brand focus, and has also expanded our

search for additional business opportunities in the short-term, both internal and external.

acquisition and integration of CardCash have changed our financial position, market profile, and brand focus, and have also expanded

our short-term search for additional business opportunities, both internal and external.

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 initially formed approximately 15 years ago, and we believe this history, along with strong marketing push along multiple

fronts have 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.

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.

with CardCash Exchange, Inc.

December 29, 2023, Giftify, Inc.

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.

awareness – CardCash has been in business since 2009, and we believe this history, along with a strong marketing push

across multiple channels, has led to strong consumer awareness and acceptance.

management – As part of the CardCash acquisition, members of the executive leadership team of CardCash have joined us.

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 merger’s closing.

On May 29, 2025, the Company completed the acquisition of Takeout7, Inc.

(“Takeout7”).

The acquisition was made pursuant to

an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7.

The Company acquired all 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.

December 29, 2023, the Company completed the acquisition of CardCash.

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

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

operates as a leading gift card exchange platform, facilitating 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 to maximize the value

of their gift cards while also offering businesses innovative solutions to leverage this market.

$24,432,000 or $4.00 per share, $750,000 in cash, and the issuance of notes payable for

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

is a leading gift card exchange platform that facilitates the purchase and sale of unused gift cards at discounted rates for consumers

and businesses.

The Company’s mission is to provide a seamless marketplace for individuals seeking to maximize the value of their

gift cards and to offer businesses innovative solutions to leverage this market.

core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks

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significant amounts on their purchases.

purchases unused gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers

This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective

purchases through discounted gift cards.

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

purchases unused gift cards at a discount to their face value and resells them to discerning shoppers nationwide at a discount to face

This avenue not only allows individuals to redeem unwanted gift cards for cash but also enables them to make cost-effective purchases

with discounted gift cards.

advanced fraud-prevention technology, FraudFix, CardCash ensures the security and integrity of all transactions on its platform.

commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception.

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 Amazon, Best Buy, CVS and Dell have capitalized on these solutions

to enhance their customer offerings and drive additional revenue streams through gift cards without compromising product value.

fostering a mutually beneficial ecosystem, CardCash.com drives a scenario where consumers and businesses effortlessly trade unwanted

gift cards while others access these cards at discounted rates, simultaneously benefiting merchants as unused gift cards are utilized

to convert financial liabilities into revenue.

CardCash facilitates Business-to-Business (B2B) exchanges, enabling companies to efficiently manage surplus gift card inventory and procure

Major retailers such as Amazon, Best Buy, CVS, and Dell have leveraged these solutions

to enhance their customer offerings and drive additional revenue from gift cards without compromising product value.

fostering a mutually beneficial ecosystem, CardCash enables consumers and businesses to trade unwanted gift cards, and merchants benefit

as unused cards are converted into revenue.

CardCash facilitates B2B exchanges, enabling companies to efficiently manage surplus gift card inventory and procure

gift cards in bulk for various business needs.

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CardCash is committed to social responsibility through partnerships with charitable organizations.

Initiatives like the collaboration

with Charity On Top for fundraising efforts during natural disasters showcase CardCash’s dedication to giving back to the community.

Initiatives such as the collaboration

with Charity On Top on fundraising efforts during natural disasters showcase CardCash’s dedication to giving back to the community.

Partnerships with reputable institutions such as St.

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critical causes and making a positive impact.

its offerings, CardCash Incentives provides new gift cards for over 300 brands at discounted rates, catering to businesses seeking employee

its offerings, CardCash Incentives provides new gift cards for over 300 brands at discounted rates, helping businesses 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 businesses the option to provide gift card choices from a wide selection of brands

to recipients.

enhances the Company’s portfolio by enabling businesses to offer gift cards from a wide selection of brands to recipients.

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.

intends to grow its current four business channels, bulk to bulk, bulk to retail, retail to bulk and retail to retail, to take

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 its own online platform for both

consumers and repeat high-volume sellers of gift cards to operating exchanges.

CardCash currently operates approximately 25 branded

intends to grow its current four business channels, bulk to bulk, bulk to retail, retail to bulk, and retail to retail, to take 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:

Access to Strategic Partnerships and Expanded Data .

CardCash intends to transition from operating its own online platform

for both consumers and repeat high-volume gift card sellers to operating exchanges.

CardCash currently operates approximately 25

branded exchanges.

CardCash is focusing on three business growth concepts:

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CardCash launched its first

branded exchange partnership with CVS Pharmacy in 2012 and experienced an increase in the amount of spending by both new and existing

In 2017, CardCash and Amazon launched a branded exchange which has grown to be CardCash’s most successful partnership

In 2023, Mastercard and Amazon led all CardCash branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively.

is developing the technology to allow retailers to accept any gift card, anywhere, at any time to reduce the combined interchange fee

for businesses, result in new-found money for customers and increase the average amount purchased.

CardCash profits by selling the card

on the secondary market, the transaction is sourced from the point of checkout, and by not being on CardCash’s website, represents

a perpetuating network.

branded exchange partnership with CVS Pharmacy in 2012 and saw increased spending from both new and existing customers.

In 2017, CardCash

and Amazon launched a branded exchange, which has since become 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.

is developing technology that enables retailers to accept any gift card, anywhere, at any time, reducing combined interchange fees for

businesses, increasing customer value, and increasing average purchase amount.

CardCash profits by selling the card on the secondary

The transaction originates at checkout, and the card’s absence on CardCash’s website continues to route through 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

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Through CardCash’s platform, consumers can, for example,

help families pay down student loan debt and contribute to research and awareness for childhood illnesses, improved heart health, etc.

Increase Marketing

CardCash intends to increase its marketing to retailers and consumers to accelerate its sales of gift cards.

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.

help families pay down student loan debt and contribute to research on childhood illnesses and to awareness and improved heart health.

Marketing Efforts .

CardCash intends to increase its marketing to retailers and consumers to accelerate gift card sales.

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 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

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.

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.

Restaurant.com

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B2C division accounted for approximately 15% of gross revenue in our fiscal year ended December 31, 2025.

To our database of 6.2 million customers,

To our database of 6.2 million

customers, we sell:

Discounted certificates for 10,000 restaurants.

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theatre, movies, wine and travel.

Customers have favored these bundled offering (“Specials”), generating significantly greater

revenue per customer when compared to purchasing our other products.

The average order value for these Specials sales is nearly five

times a certificate purchase.

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 a significant revenue opportunity through

such cross-promotions.

Customers have favored these bundled offerings (“Specials”), generating significantly higher

revenue per customer than purchasing our other products.

The average order value for these Specials sales is nearly five times that of

a certificate purchase.

We believe that our relationships with small businesses present a significant revenue opportunity through such

cross-promotions.

Restaurant.com

Business to Business Division

B2B division accounted for approximately 50% of our gross revenue in our fiscal year ended December 31, 2024.

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;

address customer service issues.

B2B division accounted for approximately 85% of gross revenue for the fiscal year ended December 31, 2025.

We sell certificates and Discount

Dining Passes to corporations and marketers, which use them to:

new customers;

sales at the point of sale;

points/customer loyalty;

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

subscriptions and memberships;

customer service issues.

Restaurant.com

Other Business

also generate revenue through third-party offers and display ad revenue.

also generate revenue from third-party offers and display ads.

This comprises a de minimis portion of our gross revenue.

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

use a variety of marketing channels to make customers aware of the offerings, including search engines, email and affiliate partnerships

use a variety of marketing channels to raise customer awareness of our offerings, including search engines, email, affiliate partnerships,

and social media.

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search engine marketing to increase the visibility of our offerings in web search results.

We communicate offerings through email to our customers based on their locations and personal preferences.

A customer who interacts

with an email is directed to our website and mobile applications to learn more about the deal and to make a purchase.

We publish offerings through various social networks and adapt our marketing to the particular format of each of these social networking

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.

We use offline marketing such as print to help build awareness of brand.

distribute our deals directly through several platforms:

email, our websites, our mobile applications 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 communicate our offerings via email to customers based on their location and personal preferences.

A customer who interacts with

an email is directed to our website and mobile applications to learn more about the deal and to make a purchase.

We publish content across various social networks and tailor our marketing to each platform’s 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.

We use offline marketing channels, such as print, to build brand awareness.

distribute our deals directly through email, our websites, mobile 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.

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

acts, such as providing a referral to a new subscriber or participating in promotional offers, we grant the customer credits that can

be redeemed for awards such as free or discounted services or goods in the future.

The emails for discount certificates for restaurants contain one headline deal with a full description of the deal and a sampling of

dining deals which are available within a customer’s market.

The emails for Specials by Restaurant.com include featured travel,

entertainment and wine deals in addition to various other product deals.

Visitors are prompted to register as a customer when they first purchase on our websites and thereafter use the website as a portal for

discount certificates for restaurants, complementary entertainment and travel offerings and consumer products.

When customers complete

qualifying actions, such as providing a referral to a new subscriber or participating in promotional offers, we grant them credits that

can be redeemed for future awards, such as free or discounted services or goods.

The emails for restaurant discount certificates include one headline, a full description of the deal, and a sampling of dining deals

available in the customer’s market.

The emails for Specials by Restaurant.com feature travel, entertainment, and wine deals, as

well as other product offers.

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

to redeem discount certificates for restaurants, complementary entertainment, travel offerings, and consumer products.

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.

We publish our daily deals through various social networks adapt and our marketing to the particular format of each of these

social networking platforms.

Our website and mobile application interfaces enable our consumers to share our offerings to their personal

social networks.

Consumers also access our deals through our mobile applications, available at no additional cost on iPhone and Android.

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.

We publish our daily deals across various social networks, tailoring our marketing to each platform’s format.

and mobile application interfaces enable our consumers to share our offerings to their personal social networks.

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

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

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.

the promotional calendar, all creative assets used in our marketing channels, such as the website, email, and affiliate partnerships,

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.

Service Representatives.

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and maintenance of our internal operations systems.

faces competition from a number of competitors but believes that it has key attributes that provide it with a competitive advantage in

the market for unused gift cards.

faces competition from several firms but believes it has key attributes that give it a competitive advantage in the market for unused

The following chart summarizes the principal differences between CardCash and its competitors:

Other Players

Ability to dictate pricing

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Principal-based

CardCash believes it compete favorably on the factors described above, it anticipates that larger, more established companies may directly

compete with it on a principal-based model and such a competitor could have greater financial, technical, marketing and other resources

CardCash believes it competes favorably on the factors described above, it anticipates that larger, more established companies may compete

directly with it on a principal-based model, and such competitors could have greater financial, technical, marketing, and other resources

than it does.

These competitors 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 reduce the number of potential consumers and retailers

that form the basis of CardCash’s revenue base.

These competitors may invest more in research and development, run more extensive marketing campaigns, and adopt more aggressive

pricing policies, which may reduce the number of potential consumers and retailers that form the basis of CardCash’s revenue base.

Restaurant.com

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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);

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

ability to deliver a high volume of relevant deals

to consumers;

ability to produce high purchase rates for deals among

ability to generate positive return on investment for

strength and recognition of our brand.

believe we compete favorably on several of the factors described above and plan to increase our standing in each of these categories.

As of December 31, 2024, our customer base was 5.4 million and during 2024 we featured deals at over 184,000 restaurants and merchants.

listings (Yelp, Zomato and OpenTable);

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

(Groupon, TravelZoo and Woot);

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

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

of customer base and number of restaurants featured;

to deliver a high volume of relevant deals to consumers;

to produce high purchase rates for deals among customers;

to generate positive return on investment for merchants;

and recognition of our brand.

believe we compete favorably across several of the factors described above and plan to improve our standing in each category.

As of December

31, 2025, our customer base was 5.4 million, and in 2025, we featured deals at more than 184,000 restaurants and merchants.

we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete

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have longer operating histories, significantly greater financial, technical, marketing, and other resources, and larger customer bases

These factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition

costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements.

These competitors

may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive

These factors may allow our competitors to benefit from their existing customer or subscriber base, operate at lower acquisition

costs, or respond more quickly than we can to new or emerging technologies and changes in customer requirements.

These competitors 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 products and services or that achieve greater market acceptance

than our products and services.

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.

are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet, 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 the liability of providers of online services for activities of their users and other third parties are currently being tested by

a number of claims.

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 of one

or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites.

Accordingly, adverse legal or regulatory developments could substantially harm our business.

Our competitors may develop products or services similar to ours or achieve greater market acceptance than 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.

are subject to numerous foreign and domestic laws and regulations that affect companies conducting business online, many of which are

still evolving and could be interpreted in ways that harm our business.

In the United States and abroad, laws governing the liability

of online service providers for the activities of their users and other third parties are being tested in several 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, governments in one or more countries may seek to censor content

on our websites or attempt to block access to them entirely.

Accordingly, adverse legal or regulatory developments could substantially

harm our business.

CARD Act, as well as the laws of most states, contain provisions governing product terms and conditions of gift cards, gift certificates,

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in many of these laws.

In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions,

including restrictions on expiration dates and fees that may apply to discount certificates and Discount Dining Passes.

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;

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.

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 to honor unredeemed discount certificates and Discount 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

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

While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’

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to discount certificates and Discount Dining Passes, including laws that prohibit expiration.

addition, some states also include gift cards 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 to unredeemed discount certificates

and Discount Dining Passes based upon our assessment of applicable laws.

The analysis of the potential application of the unclaimed and

abandoned property laws to discount certificates and Discount Dining Passes is complex, involving an analysis of constitutional and statutory

provisions and factual issues, including our relationship with customers and merchants and our role as it relates to the issuance and

delivery of our discount certificates and Discount Pass.

addition, some states treat gift cards as unclaimed or abandoned property under their unclaimed property laws, which require companies

to remit the unredeemed balance to the government after a specified period (generally between one and five years) and impose reporting

and recordkeeping obligations.

We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based

upon our assessment of applicable laws.

The analysis of the potential application of the unclaimed and abandoned property laws to discount

certificates and Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues,

including our relationship with customers and merchants and our role as it relates to the issuance and delivery of our discount certificates

and Discount Pass.

states have passed laws requiring notification to customers when there is a security breach of personal data.

There are also a number

of legislative proposals pending before the U.S.

Congress, various state legislative bodies and foreign governments concerning data protection.

In addition, data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and the interpretation

and application of these laws are still uncertain and in flux.

It is possible that these laws may be interpreted and applied in a manner

that is inconsistent with our data practices.

If so, in addition to the possibility of fines, this could result in an order requiring

that we change our data practices, which could have an adverse effect on our business.

Furthermore, the Digital Millennium Copyright

Act has provisions that limit, but do not necessarily eliminate, our liability for linking to third-party websites that include materials

that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act.

Complying with these various

laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

There are also several

legislative proposals pending before the U.S.

Congress, state legislatures, and foreign governments regarding data protection.

data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and their interpretation and

application remain uncertain.

These laws may be interpreted and applied in ways that are inconsistent with our data practices.

in addition to potential fines, this could result in an order requiring us to change our data practices, which could adversely affect

our business.

Furthermore, the Digital Millennium Copyright Act limits, but does not eliminate, our liability for linking to third-party

websites that include materials that infringe copyright or other rights, provided we comply with the act’s statutory requirements.

Complying with these laws could incur substantial costs or require changes to our business practices that are adverse to our business.

federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act, impose certain anti-money laundering requirements on companies that

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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

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.

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.

protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions.

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.

We do not believe 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 in distributing them 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.

If this proposal

is adopted as proposed, a discount certificate and a Discount Pass may be considered financial products, and we may be a financial institution.

Although we do not believe we are a financial institution or otherwise subject to these laws and regulations, the Company may be considered

a financial institution or a provider of financial products.

protect our intellectual property rights through federal, state, and common law, 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.

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 December 4, 2029.

has a registered trademark for “CardCash” that was first issued on June 12, 2012, and is renewable every ten years.

renewed the trademark in 2022 for an additional ten-year term.

The patent was issued on June 10, 2014, and is expected to expire on December 4, 2029.

has a registered trademark for “CardCash,” first issued on June 12, 2012, and renewable every ten years.

CardCash renewed

the trademark in 2022 for an additional ten-year term.

addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade

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Our registration efforts have focused

on gaining protection of the following trademarks (among others):

on securing protection for the following trademarks (among others):

The Company owns the registered marks “RESTAURANT.COM”

“DINING DOUGH,” and has submitted applications for several others.

and “DINING DOUGH” and has submitted applications for several others.

These marks are material to our business as they enable

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Circumstances

outside our control could pose a threat to our intellectual property rights.

For example, effective intellectual property protection

may not be available in the United States.

Also, the efforts we have taken to protect our proprietary rights may not be sufficient or

beyond our control could threaten our intellectual property rights.

For example, effective intellectual property protection may not be

available in the United States.

Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective.

Any significant impairment of our intellectual property rights could harm our business or our ability to compete.

Also, protecting

our intellectual property rights is costly and time-consuming.

Any unauthorized disclosure or use of our intellectual property could

make it more expensive to do business and harm our operating results.

on the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently

request license agreements, threaten litigation or file suit against us based on allegations of 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 the trademarks, copyrights,

patents and other intellectual property rights of third parties, including our competitors and non-practicing entities.

As we face increasing

competition and as our business grows, we will likely face more claims of infringement.

Also, protecting our

intellectual property rights is costly and time-consuming.

Any unauthorized disclosure or use of our intellectual property could increase

costs and harm our operating results.

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

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.

Service and Support

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our customers before and after the sale, including phone, e-mail, and online support.

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.

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.

Central Time, Monday through Friday.

In addition, our customer service representatives are trained to cross-sell complementary and ancillary

products and services.

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.

of December 31, 2025, we had 40 full-time employees.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business