What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-31 · 175 added, 275 removed, 534 unchanged (46% of the section changed)

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.

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, 2025.

of Disclosure Controls and Procedures

1 unchanged sentence

filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules

and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal

officers, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chief Executive and Chief Financial

Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024, and have concluded

that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness

described below in the subsection titled “ Management’s Annual Report on Internal Control over Financial Reporting.

and forms of the SEC, and 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, 2025, and have concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2025, due to the material weakness described below.

Notwithstanding

2 unchanged sentences

disclosed in conformity with U.S.

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.

Limitations on Effectiveness of Controls

Management does not expect the Company’s

disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no

matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives

The Company’s controls and procedures are designed to provide reasonable assurance that control system’s objective

will be met, and the CEO and CFO have concluded that the Company’s disclosure controls and procedures are ineffective at the reasonable

assurance level.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls

must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,

if any, within the company have been detected.

These inherent limitations include the realities that judgments in decision-making can

be faulty and that breakdowns can occur because of simple errors or mistakes.

Controls can also be circumvented by the individual acts

of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls

is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls in

future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the

degree of compliance with policies or procedures.

Management’s Annual Report on Internal

Control over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined by Rule 13a-15(f) and Rule 15d-15(f) under the Exchange

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with

recognizes that any 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.

because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company

have been detected.

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.

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 and procedures may deteriorate.

Annual Report on Internal Control over Financial Reporting

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 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.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an

assessment of the Company’s internal control over financial reporting as of December 31, 202 4,

based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal

Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of December 31, 2024, the

Company’s internal controls over financial reporting were not effective.

We identified a material weakness in our internal

controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented

or detected on a timely basis.

previously reported, the material weaknesses continued to exist as of December 31, 2024, relating to the Company did not design and maintain

effective controls over certain information technology (“IT”) general controls for information systems that are relevant

to the preparation of its consolidated financial statements.

Specifically, Company did not design and maintain effective program change

management controls to ensure that access to information technology program and data changes affecting certain financial IT applications

and underlying accounting records are identified, documented, tested, authorized and implemented appropriately.

Plan for Material Weaknesses in Internal Control Over Financial Reporting

response to the material weaknesses identified in “Management’s Reporting on Internal Control Over Financial Reporting,”

we, with oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weakness.

Management performed an assessment

of the Company’s internal control over financial reporting as of December 31, 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).

on the assessment, management concluded that, as of December 31, 2025, the Company’s internal controls over financial reporting

were not effective.

Company identified a material weakness in its 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.

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 information

systems 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 adjustments to the financial statements

for the year ended December 31, 2025.

Plan for Material Weaknesses

The Company is committed to remediating its material weaknesses as promptly as possible.

Ongoing remediation

activities include:

to design and implement ITGCs, focusing on user access controls, periodic access reviews,

and change management;

to enhance documentation and control execution, ensuring the completeness and accuracy of

supporting data;

to provide training to our control operators.

believe the foregoing efforts will effectively remediate the material weaknesses described in “Management’s Report on Internal

Control Over Financial Reporting.” Because the reliability of the internal control process requires repeatable execution, the successful

on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls

are effective

of Previously Identified Material Weaknesses

In the year ending December 31, 2023, we had the

following material weakness:

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.

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

a Chief Financial Officer in August 2024, who has extensive experience leading public companies;

plans to remediate control deficiencies and performing a risk assessment under the COSO framework;

ensuring optimal segregation of duties and levels of oversight.

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

than as described above, there were no changes in our internal control over financial reporting during the quarter ended December 31,

2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

have designed and began implementing formal accounting policies, procedures and controls;

to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data;

Management will test the ongoing operating effectiveness of the new and existing controls in future periods.

material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of

time and management has concluded, through testing, that these controls are operating effectively.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

8 unchanged sentences

information regarding the members of our board of directors and our executive officers:

Ketan Thakker

Chief Executive Officer;

Executive Officer;

President and Chairman

Chief Financial Officer

Balazs Wellisch

Chief Operating Officer of Restaurant.com

Director, President of CardCash

Marc Ackerman

Chief Operating Officer of CardCash

Kevin Harrington

Financial Officer

Operating Officer of Restaurant.com

President of CardCash

Operating Officer of CardCash

Balazs Wellisch resigned on August 18, 2025 .

following is a brief overview of the business experience of each of our directors and executive officers during at least the past five

28 unchanged sentences

and operational transformations.

He joins Giftify from Sacks Parente Golf, Inc., a Nasdaq listed company, where he played a pivotal role

as Chief Financial Officer in its successful initial public offering and its realized accelerated revenue growth of over 700% in the

first half of 2024 compared to 2023.

He joins Giftify from Newton Golf, Inc., a Nasdaq listed company, where he played a pivotal role as

Chief Financial Officer in its successful initial public offering and its realized accelerated revenue growth of over 700% in the first

half of 2024 compared to 2023.

Handy attended numerous investor conferences and established controls and procedures to facilitate

the company’s transition from a private to a public entity, including the implementation of Oracle’s NetSuite ERP System.

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.

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.

the company’s transition from a private to a public company, including implementing Oracle NetSuite ERP.

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

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.

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.

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.

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.

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.

Wellisch graduated from San Diego State University with a degree in Computer Science.

He holds a Bachelor of Science

in Management from California State University, San Marcos, and is a Certified Public Accountant in California.

Bohm joined our Board of Directors on December 29, 2023, and is the Chief Executive Officer of our subsidiary, CardCash, following

104 unchanged sentences

Thakker, the Board considered

his day-to-day operational leadership of our company and in-depth knowledge of our business.

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

Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance.

Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent.

Wingo, Danner

and Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance.

Board of Directors periodically reviews the relationships directors have with our company to determine whether they are independent.

Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other

30 unchanged sentences

We have posted a copy of our code of ethics on our website and intend to post amendments to this code,

or any waivers of its requirements, as well.

as well as any waivers of its requirements.

Trading Policies

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 information (the “Insider Trading Policy”).

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 non-public information (the “Insider Trading Policy”).

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.

comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts.

comply with applicable state law regarding transactions (including business opportunities) involving potential conflicts.

state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with

49 unchanged sentences

employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status

Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

Such policies may provide indemnification, whether or not the corporation would otherwise have the power to do so.

second amended and restated bylaws include an indemnification provision under which we have the power to indemnify our directors, officers,

6 unchanged sentences

No advance will be made by the Company

to a party if it is determined that the party acting in bad faith.

These indemnification rights are contractual, and as such will 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

and administrators of such a person.

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 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, and administrators of such a person.

EXECUTIVE COMPENSATION

9 unchanged sentences

collectively the “named executive officers” of our Company.

Name and Position

Incentive Plan

Non-qualified

President and CEO (1)

President CardCash (1)

Operating Officer, CardCash (1)

Sales, Restaurant.com

Operating Officer, Restaurant.com

a $100,000 accrued bonus that was earned but not paid until after the year ended.

Includes a $9,000 accrued bonus that was earned but not paid until after

the year ended.

Ketan Thakker,

Chairman, President and CEO (1)

Director, President CardCash (1)

Marc Ackerman

Chief Operating Officer, CardCash (1)

Balazs Wellisch (3)

Chief Operating Officer, Restaurant.com

for 2025 and 2024 were earned but not paid as of December 31, 2025.

Handy’s employment became effective on August 23, 2024.

Wellisch’s employment ended on August 18, 2025.

and Advisory Agreements

22 unchanged sentences

and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

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,

Handy shall receive an annual base salary of $250,000 with a minimum annual merit increase of 3% of his annual salary in the prior

year and a minimum annual bonus of $25,000.

If the Agreement is terminated

Handy for good reason, or the Company without cause, the Company is obligation 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:

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 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.

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.

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.

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.

on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”)

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 5% of his annual salary in the prior year and a minimum annual

bonus of $25,000.

the Agreement is terminated by Mr.

Handy for good reason, or the Company without cause, the Company is obligated to pay Mr.

payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

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.

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.

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 deemed vested.

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.

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.

on December 29, 2023, following the closing of our merger with CardCash, the Company entered into an Employment Agreement (the “Agreement”)

with Elliot Bohm.

8 unchanged sentences

the Agreement is terminated by Mr.

Bohm for good reason, or the Company without cause, the Company is obligation to pay Mr.

Bohm for good reason, or the Company without cause, the Company is obligated to pay Mr.

payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

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.

The equivalent of the greater of (i) twelve (12) months of the Executive’s then-current base salary or (ii) the remainder

of the term of this Agreement.

Earned but Unpaid Amounts.

40 unchanged sentences

and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

Balazs Wellisch

January 16, 2025, Giftify Inc.

(the “Company”) entered into an Executive Employment Agreement (the

“Agreement”) with Balazs Wellisch.

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.

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.

the Agreement is terminated by Mr.

Wellisch for good reason, or the Company without cause, the Company is obligation to pay Mr.

a cash payment, payable in equal installments over a six (6) month period (the “Severance Period), equal to the sum of the following:

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.

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.

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.

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.

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.

Compensation Plan Information

83 unchanged sentences

Market Value of

Balazs Wellisch

Ketan Thakker

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.”

Marc Ackerman

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.”

amount reflects the fair market value of our common stock on the grant date multiplied by the amount shown in the column for the

2 unchanged sentences

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 of which 25% of the restricted stock grant (5,000 shares) vested

upon acceptance of the offer to serve on our Board of Directors and 25% of the restricted stock grant (5,000 shares) will vest upon each

of the three anniversaries of the acceptance date of the offer (February 13, 2019) provided that each Board member has served continuously

as an advisor to the Company during such one year period, (ii) an annual cash allowance will be paid in equal quarterly amounts as follows:

year 1 $5,000, year 2 $15,000 and year 3 an amount to be determined and (iii) each nonexecutive Board member who serves as a Chair of

one of our Board Committees will receive an additional cash payment of $2,000 annually and each nonexecutive Board member who serves

as a member of one 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.

Harrington, Wingo and

Danner, each received a grant of 20,000 restricted shares of our common stock.

Harrington, Wingo and Danner, each received

additional grants of 160,000 restricted shares of our common stock in August 2020, 60,000 restricted shares of our common stock in

March 2022, and 120,000 restricted shares of our common stock in April 2023.

The Board members received no other compensation for

board service during the year ended December 31, 2024.

During the year ended December 31, 2025, Mr.

Danner received cash

compensation of $34,000 for his board service.

No other nonexecutive members of the Board received compensation for board service

during the year ended December 31, 2025.

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

4 unchanged sentences

Kevin Harrington

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.”

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.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information as of March 18, 2025, 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;

all of our current executive

officers and directors as a group;

were 29,160,889 shares of our common stock outstanding on March 18, 2025.

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

following persons:

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

named executive officers;

current director;

of our current executive officers and directors as a group;

were 33,652,964 shares of our common stock outstanding on February 28, 2026.

Beneficial ownership has been determined in accordance with

4 unchanged sentences

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 March

18, 2025, are deemed outstanding.

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.

person named in the table has sole voting and investment power and that person’s address is c/o Giftify, Inc., 1500 West Shure

Drive, Suite 200, Arlington Heights, IL 60004.

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

1 unchanged sentence

5% Stockholders

Eldridge Industries, LLC (1)

Eldridge RDE Holdings, LLC (1)

Interactive Communications (2)

4 unchanged sentences

Marc Ackerman, Chief Operating Officer, CardCash (6)

Balazs Wellisch, Chief Technology Officer (7)

Paul Danner III, Director (7)

2 unchanged sentences

All executive officers and directors as a group (7 individuals)

address of the principal business office of each of the Reporting Persons is 600 Steamboat Road, Greenwich, CT 06830.Anthony Minella

of Eldridge Industries, LLC has the authority to buy and sell securities.

address of the principal business office of each of the Reporting Persons is 600 Steamboat Road, Greenwich, CT 06830.

Minella of Eldridge Industries, LLC has the authority to buy and sell securities.

address of the principal business office of each of the Reporting Persons is 250 Williams Street, Atlanta, GA 30303.

of Interactive Communications has the authority to buy and sell securities.

Includes 2,696,708 shares owned, and vested options to purchase 1,622 shares.

Includes 25,690 shares owned, and vested options to purchase 133,333 shares.

Includes 720,833 shares owned.

Includes 279,217 shares owned, and vested options to purchase 417,323 shares.

Includes 360,000 shares owned.

2,961,098 shares owned, and vested unissued restricted shares of 80,556 shares.

48,826 shares owned, vested options to purchase 278,889 shares, and vested unissued restricted shares of 8,333 shares.

1,122,220 shares owned and vested unissued restricted shares of 37,500 shares.

Includes 1,122,220 shares owned and vested unissued restricted shares of 37,500 shares.

360,000 shares owned and vested unissued restricted shares of 8,333 shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

21 unchanged sentences

This category consists of fees for services other than the services described above.

December 31, 2025

December 31, 2024

Audit-related fees

1 unchanged sentence

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number

Filed Herewith

Agreement and Plan of Merger, dated as of August 18, 2023, by and among RDE, Inc., CardCash Acquisition Corp.

25 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

FORM 10-K SUMMARY

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

GIFTIFY, INC.

March 31, 2025

Ketan Thakker

and Chief Executive Officer

5 unchanged sentences

and in the capacities and on the dates indicated.

CEO (Principal Executive

March 31, 2025

Ketan Thakker

Officer) and Director

CFO (Principal Financial

March 31, 2025

Director (President and CEO of CardCash)

March 31, 2025

(Principal Executive

(Principal Financial and Accounting

(President and CEO of CardCash)

Kevin Harrington

March 31, 2025

As Attorney-In-Fact*

March 31, 2025

Ketan Thakker

Attorney-In-Fact*

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 9A. Controls and Procedures