What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-10 compared with 2025-04-18 · 745 added, 935 removed, 357 unchanged (82% of the section changed)

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Statements of Giftify, Inc.

Report of Independent Registered Public Accounting Firm for Giftify, Inc.

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)

Report of Independent Registered Public Accounting Firm.

Financial Statements as of December 31, 2025 and December 31, 2024

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Deficiency

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

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on the Financial Statements

have audited the accompanying consolidated balance sheet of Giftify, Inc.

have audited the accompanying consolidated balance sheets of Giftify, Inc.

and subsidiaries (the “Company”) as of

December 31, 2024 and 2023 (Successor), the related consolidated statements of operations, stockholders’ equity (deficiency),

and cash flows for the year 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 and 2023 (Successor), and the results of its operations and its cash flows

for the year ended December 31, 2024 (Successor), the periods from December 29, 2023 through December 31, 2023 (Successor), and

January 1, 2023 through December 29, 2023 (Predecessor), in conformity with U.S.

accepted accounting principles.

December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the

years then ended, 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, 2025 and 2024,

and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally

accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has a history of reporting net losses and negative operating cash flows.

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 uncertainties.

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.

As discussed in

Note 1 to the financial statements, the Company has a history of reporting net losses and negative cash flows from operations.

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 this uncertainty.

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.

conducted our audits in accordance with the standards of the PCAOB.

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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.

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.

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.

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.

described in Note 13 to the consolidated financial statements, the Company recognized $8 million of share-based compensation 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.

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 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.

described in Note 12 to the consolidated financial statements, the Company recognized $3.7 million of share-based compensation

expense relating to vested stock options.

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.

identified share-based compensation as a critical audit matter.

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

and reading the share-based award agreements, and obtaining board approvals related to the

share-based awards.

the option pricing model management selected to determine the grant-date fair value, and evaluating

the reasonableness of management’s significant valuation assumptions.

and reading the share-based award agreements, and obtaining board approvals related to the share-based awards.

the option pricing model management selected to determine the grant-date fair value, and evaluating the reasonableness of management’s

significant valuation assumptions.

a recalculation of the grant-date fair value estimate for a sample of the awards.

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Angeles, California

AND SUBSIDIARIES (FKA RDE, INC.)

March 18, 2026

AND SUBSIDIARIES

BALANCE SHEETS

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

of December 31,

and cash equivalents (includes restricted cash of $ 1,000,000 and $ 1,250,000 at December 31, 2025 and 2024, respectively)

Inventories, net

expenses and other current assets

current assets

Cash and cash equivalents (includes restricted cash of $ 1,258,826 at December 31, 2024 and 2023)

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right of use asset, net

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

and equipment, net

lease right-of- use asset, net

AND STOCKHOLDERS’ EQUITY

revolving line of credit

promissory note

notes payable — related party, net of debt discount of $ 0 and $ 4,000 , at December 31, 2025 and 2024, respectively

payable, current portion

lease liability, current portion

current liabilities

Accounts payable

Accrued expenses

Customer deposits

Deferred revenue

Secured revolving line of credit

Convertible promissory notes

Secured note payable — related party, net of debt discount of $ 4,000 and $ 0 , at December 31, 2024 and 2023, respectively

Notes payable, current portion

Acquisition obligation

Operating lease liability, current portion

Total current liabilities

Notes payable, net of current portion

Deferred income taxes

Operating lease liability, net of current portion

Total liabilities

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

Additional paid-in-capital

Common stock issuable, 350,843 and 383,343 shares, respectively

Accumulated deficit

payable, net of current portion

lease liability, net of current portion

and contingencies

Stockholders’

stock, $ 0.001 par value, 10,000,000 shares authorized;

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

paid-in-capital

stock issuable, 350,843 and 350,843 shares, respectively

( 98,786,245 )

( 88,294,587 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

liabilities and stockholders’ equity

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

AND SUBSDIARIES (FKA RDE, INC.)

AND SUBSDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Cost of sales

Ended December 31,

general and administrative expenses

of capitalized software costs

of intangible assets

operating expenses

Selling, general and administrative expenses

Amortization of capitalized software costs

Amortization of intangible assets

Impairment of property and equipment

Impairment of intangibles

Total operating expenses

Loss from operations

( 18,375,726 )

( 5,020,000 )

( 3,080,406 )

Other income (expense):

Interest expense

from operations

( 10,354,746 )

( 18,375,726 )

Financing costs

Gain on forgiveness of debt

Total other income (expense), net

( 1,002,354 )

Net loss before income taxes

other expense, net

( 1,133,354 )

loss before income tax benefit

( 11,000,454 )

Income tax (expense) benefit

( 19,509,080 )

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$ ( 18,832,080 )

Net loss per share – basic and diluted

Weighted average

common shares outstanding – basic and diluted

loss per share – basic and diluted

average common shares outstanding – basic and diluted

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

AND SUBSIDIARIES (FKA RDE, INC.)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

the Year Ended December 31, 2024 (Successor)

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY

the Year Ended December 31, 2025

Stockholders’

Balance, December 31, 2023 (Successor)

$ ( 69,462,507 )

Fair value of vested options

Fair value of vested restricted stock units

Fair value of common stock issued for employment agreements

Fair value of common stock issuance for services

Fair value of common stock issued for vendor settlement

Fair value of common shares issued for financing costs

Common shares issued on cashless exercise of stock options

Common shares issued

Issuance of common stock for cash, under stock purchase agreement

Issuance of common stock for cash, net, under at-the-market sale agreement

Issuance of common stock for cash, net, on private sales

( 18,832,080 )

December 31, 2024

$ 108,679,065

Balance, December 31, 2024 (Successor)

$ ( 88,294,587 )

value of vested options

value of vested restricted stock

value of common stock issued for services

value of common stock issued for vendor settlement

of common stock for cash, net, under at-the-market sale agreement, net

value of shares issued on acquisition

of common stock for cash under stock purchase agreement, net

of common stock for cash under public placement

of common stock for cash under private placement

( 10,491,658 )

December 30, 2023 to December 31, 2023 (Successor)

Common Stock Issuable

Stockholders’

Balance, December 29, 2023 (Successor)

( 10,491,658 )

Effects of the merger

Balance, December 30, 2023

December 31, 2025

$ 120,713,202

Fair value of common stock issued for employment agreements

$ ( 98,786,245 )

the Year Ended December 31, 2024

Stockholders’

December 31, 2023

$ ( 69,462,507 )

Balance, December 31, 2023 (Successor)

$ ( 69,462,507 )

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

Stockholders’

Balance, December 31, 2022 (Predecessor)

value of vested options

value of vested restricted stock units

value of common stock issued for employment agreements

value of common stock issuance for services

value of common stock issued for vendor settlement

value of common shares issued for financing costs

shares issued on cashless exercise of stock options

shares issued

of common stock for cash, under stock purchase agreement

of common stock for cash, net, under at-the-market sale agreement

of common stock for cash, net, on private sales

( 18,832,080 )

December 31, 2024

$ 108,679,065

$ ( 88,294,587 )

Stock based compensation

Purchase of employee stock options

Capital contribution – retirement of Series B

Capital contribution

Balance, December 29, 2023 (Predecessor)

$ 108,679,065

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

AND SUBSDIARIES (FKA RDE, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

December 31, 2024

December 31, 2023

December 29, 2023

December 31, 2024

December 30, 2023 to

December 31, 2023

January 1, 2023 to

December 29, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Ended December 31, 2024

FLOWS FROM OPERATING ACTIVITIES

$ ( 10,491,658 )

$ ( 18,832,080 )

to reconcile net loss to net cash provided by operating activities

value of vested stock options

value of vested restricted common stock

value of common stock issued for services

on fair value of common stock issued for settlement of vendor

value of common stock issued as financing costs

in inventory reserve balance

of capitalized software costs

Right-of-use assets

of intangible assets

of debt discount

in operating assets and liabilities:

expenses and other current assets

lease liability

cash used in operating activities

( 1,590,074 )

Adjustments to reconcile net loss to net cash used in operating activities

Fair value of vested stock options

Fair value of vested restricted common stock

Fair value of common stock issued for employment agreements

Fair value of common stock issued for services

Loss on settlement of vendor balance

Fair value of common stock issued for financing costs

Change in inventory reserve balance

Amortization of capitalized software costs

Amortization of intangible assets

Amortization of debt discount

Impairment of intangible assets and property and equipment

Accrued interest

Gain on forgiveness of debt

( 3,407,539 )

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Change in right of use asset

Accounts payable

Accrued expenses

Customer deposits

Deferred revenue

Deferred taxes

Operating lease liability

Net cash used in operating activities

FLOWS FROM INVESTING ACTIVITIES

received on acquisition

cash provided by investing activities

FLOWS FROM FINANCING ACTIVITIES

from line of credit

of line of credit

( 136,328,187 )

( 107,684,779 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash, net, received from acquisition

Capital expenditures

Net cash provided by (used in) investing activities

from note payable

of notes payable

( 2,579,127 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from line of credit

Repayment of line of credit

from notes payable – related party

of notes payable – related party

( 2,000,000 )

from sale of common stock, net of expenses, under at-the-market sale agreement

from sale of common stock, net of expenses, under stock purchase agreement

from public offering of common stock

from private offering of common stock

of acquisition obligation

cash provided by financing activities

decrease in cash and cash equivalents

( 1,380,530 )

Proceeds from note payable – related party

Repayment of acquisition obligation

Repayment of notes payable

Proceeds from sale of common stock under stock purchase agreement

Proceeds from public sale of common stock under at-the-market sale agreement

Proceeds from private sale of common stock

Advance on purchase consideration from Giftify

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents beginning of period

Cash and cash equivalents end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Present value of operating lease right of use

asset and lease liability

Fair value of common stock issued for settlement of vendor balance

Issuance of common stock issued for common stock issuable

Fair value of Giftify common stock received

Gain on forgiveness of notes payable

Settlement of notes payable and accrued interest

Termination of Series B convertible preferred stock

and cash equivalents beginning of period

and cash equivalents end of period

DISCLOSURE OF CASH FLOW INFORMATION

INVESTING AND FINANCING ACTIVITIES

shares issued for acquisition

shares issued for trade accounts payable

of common stock issued for common stock issuable

receivable from acquisition

Intangible assets from acquisition

from acquisition

payable from acquisition

expenses from acquisition

lease right-of-use assets obtained in exchange for new operating lease liabilities

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

AND SUBSDIARIES (FKA RDE, INC.)

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the twelve months ended December 31, 2024 (Successor)

For the period December 30, 2023 to December 31, 2023 (Successor)

For the period January 1, 2023 to December 29, 2023 and year ended December 31, 2022 (Predecessor)

For the Year ended December 31, 2025 and 2024

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

(the “Company” or “Giftify”) through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business

of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States.

(the “Company” or “Giftify”), through its wholly owned subsidiary, Restaurant.com, Inc., has been in the

business of connecting digital consumers, businesses, and communities with dining and merchant deals throughout the United States.

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.

September 4, 2024, the Company’s Board of Directors approved and, by written consent dated September 5, 2024, the holders of a

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

August, 2023, the Company entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”).

December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of

accounting (see Note 3).

CardCash was formed in 2013 and purchases merchant gift cards and resells the gift cards at a

The Company’s operations are not considered significant compared to the operations of CardCash before the acquisition.

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”.

December 2023, the Company acquired CardCash Exchange Inc (“CardCash”, see Note 2).

CardCash was founded in 2013 and purchases

merchant gift cards, reselling them at a markup.

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

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do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund

its business activities and to ultimately achieve sustainable operating revenues and profitability.

The Company has financed its working

capital requirements through borrowings from various sources and the sale of its equity securities.

Company’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its

business activities and ultimately achieve sustainable operating revenues and profitability.

The Company has financed its working capital

requirements through borrowings from various sources and the sale of its equity securities.

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.

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.

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.

of Presentation and Principles of Consolidation

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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”.

preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States

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liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities.

Actual results could differ from those estimates.

On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted.

Significant estimates

include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired

in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, accruals for potential liabilities, and assumptions used

in the determination of the Company’s liquidity.

Actual results could differ from those

On an ongoing basis, management reviews its estimates and, if appropriate, adjusts them.

Significant estimates include assumptions

used to value inventories at the net realizable value, assets acquired in business combinations, goodwill and other long-term assets,

stock-based compensation, accruals for potential liabilities, and the determination of the Company’s liquidity.

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

Company buys merchant gift cards from the general public and distributors at a discount and then resells the gift cards at a markup.

The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party

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, confirmation documents,

and invoices.

The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates

Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup.

also 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

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

customers may receive incentives, which are accounted for as variable consideration.

Provisions for sales returns are recognized in the

period when the sale is recorded based upon the Company’s prior experience and current trends.

These revenue reductions are established

by the Company based upon management’s best estimates at the time of sale following the historical trend, adjusted to reflect known

changes in the factors that impact such reserves and allowances, and the terms of agreements with customers.

period in which the sales are recorded, based on the Company’s prior experience and current trends.

These revenue reductions are

established by the Company based on management’s best estimates at the time of sale, using historical trends, and are adjusted

to reflect known changes in the factors that impact such reserves and allowances and the terms of customer agreements.

billed and due from the Company’s customers are classified as accounts receivable on the balance sheet.

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from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied.

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.

of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s

historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants

(revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by

the Company to its merchant partners), and advertising revenue for third-party partners, such as Google Ads, wherein third-party website(s)

and/or product(s) are shown or incorporated in the Company’s platform or website (revenue recognized when its determinable, which

is generally upon receipt of a statement and/or proceeds from the third-party partners).

has elected to apply the practical expedient to not assess contracts for significant financing components because the period between

the receipt of advance payment and the Company’s transfer of services to the customer is less than one year.

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

Agent Considerations

In a principal transaction, the Company controls the specified good or service before transferring it to the customer.

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

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.

an agent, the Company does not control discounted gift cards;

its role is to arrange for its distributors to deliver them to our

In these instances, revenue is recognized on a net basis.

This reflects only the fee or commission the company retains

from the transaction.

Net Recognition on Financial Performance

whether the Company is a principal or an agent has a significant impact on reported revenue and gross profit percentages.

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.

Judgments and Estimates

whether the Company 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, inventory risk, and pricing discretion.

Changes in the assessment

of these indicators could materially impact reported revenue and related metrics.

The Company continuously evaluates our judgments and

estimates to ensure accurate revenue recognition in accordance with ASC 606.

the following table, revenue is disaggregated by our divisions and type of revenue for the years ended December 31, 2025 and 2024:

Schedule of Disaggregation of Revenue

Sales Channels

CardCash Gift Cards

Restaurant.com

Gift Cards and Coupons

Year Ended December 31, 2024 (Successor)

Business to consumer (B2C)

Business to business (B2B)

Year Ended December

31, 2023 (includes Predecessor Jan 1, 2023 to Dec 29, 2023)

Business to consumer (B2C)

Business to business (B2B)

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

and Handling Costs

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

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023

to December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023

to December 29, 2023

Shipping and handling costs

Ended December 31, 2025

to consumer (B2C)

to business (B2B)

Ended December 31, 2024

to consumer (B2C)

to business (B2B)

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

and Cash Equivalents

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

Company’s trade accounts receivable are recorded at amounts billed to customers and presented on the balance sheet net of 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.

Company’s trade accounts receivable are recorded at the amounts billed to customers and presented on the balance sheet, net of

any 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 and 2023, the Company had no allowance for credit

As of December 31, 2025 and 2024, the Company had no allowance

for credit losses.

consist of merchant gift cards on hand that are available for sale.

Inventories are valued at the lower of cost and 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 estimated excess, obsolescence or impaired balances.

Factors influencing these adjustments include changes in

customer demand, rapid technological changes, and merchant bankruptcy.

As of December 31, 2024 and 2023, no

provision for write downs of inventories was deemed necessary.

Inventories are stated at the lower of cost or net realizable value,

with cost determined on a first-in, first-out basis.

Adjustments, if required, reduce inventory to its net realizable value, reflecting

estimated excess, obsolescence, or impairment balances.

Factors influencing these adjustments include changes in customer demand, rapid

technological changes, and merchant bankruptcy.

As of December 31, 2025, and 2024,the Company recorded a reserve for slow-moving inventory of $ 15,000 and $ 40,000 , respectively.

and Equipment

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internal needs in accordance with ASC 350-40.

Costs incurred during the application development stage for software programs to be used

solely to meet its internal needs are capitalized.

Costs incurred during the application development stage for software programs used solely

to meet 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.

and amortization is computed using the straight-line method over the estimated useful lives of the related assets.

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.

and amortization are computed using the straight-line method over the estimated useful lives of the related assets.

The Company provides

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software and website development costs

of estimated useful life or lease term

Expenditures for additions and improvements that extend the useful lives

of property and equipment are capitalized.

for maintenance and repair costs are charged to expense as incurred.

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.

of the estimated useful life or the lease term

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.

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.

Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition.

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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 represents the excess of the purchase price in a business combination over the value assigned to the net tangible and identifiable

intangible assets of the business acquired.

As of December 31, 2024 and 2023, the Company had $ 20 million of goodwill.

There was no impairment of intangible assets in any of the periods presented.

represents the excess of the purchase price in a business combination over the value assigned to the net tangible and identifiable intangible

assets of the business acquired.

As of December 31, 2025 and 2024, the Company had $ 20,007,670 of goodwill.

Under ASC 350 Intangibles-Goodwill

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or whenever events or circumstances indicate a potential impairment.

The Company’s impairment testing is performed annually at December

In accordance with ASC 350, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill

impairment test.

If after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e., 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, with its carrying value.

The Company’s impairment testing is performed annually at

In accordance with ASC 350, we first assess qualitative factors to determine whether it is necessary to perform the quantitative

goodwill impairment test.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e.,

greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is

The quantitative goodwill impairment test requires us to estimate the fair value of the reporting unit, using an income approach

and a market approach, and compare it with its carrying 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

as an impairment loss up to the amount of goodwill.

If the fair value of the reporting unit is less than the carrying value, the difference is

recorded as an impairment loss up to the amount of goodwill.

There was no goodwill impairment in any of the periods presented.

Company evaluates long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes

in circumstances 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 and the period December 30, 2023 to December 31, 2023 (Successor).

During the period January 1, 2023 to December

29, 2023, an impairment of $ 738,740 was recorded by CardCash (Predecessor).

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, 2025 and 2024.

Company leases certain corporate office space under lease agreements.

The Company determines whether a contract contains a lease at contract

A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period

of time in exchange for consideration.

Control is determined based on the right to obtain all of the economic benefits from use of the

identified asset and the right to direct the use of the identified asset.

Operating lease right-of-use assets (“ROU”) for

operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation

to make lease payments.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease

term at the commencement date.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in

the general and administrative line in the Company’s consolidated statements of operations.

A contract is a lease if it conveys the right to control the use of the identified asset for a period 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”) 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 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.

Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of

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A valuation allowance is provided for deferred tax assets

if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility

is uncertain.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Company expenses advertising costs as incurred, which are recorded in general and administrative in the Statements of Operations.

expenses are as follows:

of Advertising Expenses

to December 29, 2023

Advertising costs

Company periodically issues share-based awards to employees and non-employees and consultants for services rendered.

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 is uncertain.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income

Company expenses advertising costs as incurred and recorded $ 1,112,327 and $ 892,994 for the years ended December 31, 2025, and 2024, respectively,

in selling, general and administrative expenses in the Statements of Operations.

Company periodically issues share-based awards to employees, non-employees, and consultants for services rendered.

Stock options vest

and expire according to terms established at the issuance date of each grant.

and expire according to the terms established at the grant’s issuance date.

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.

Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur.

Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as an expense in the statement

of operations ratably over the requisite service period or vesting period.

Recognition of compensation expense for non-employees occurs

in the same period and in the same manner as if the Company had paid cash for the services.

Company values its equity awards using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model, and accounts for forfeitures when they occur.

Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a

5 unchanged sentences

The risk-free interest rate is estimated using comparable published federal funds rates.

compensation expense recognized and recorded as part of selling, general and administrative expenses are as follows:

of Stock-Based Expense

Stock based compensation costs

(Loss) Per Share

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Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share

Convertible notes payable

Common stock issuable

Common stock options

notes payable

stock issuable

stock options

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 ended December 31, 2024 and 2023, as such common

stock equivalents would have been excluded from the calculation of net loss per share.

These potentially issuable common shares would have been anti-dilutive

because the Company had a net loss for the years ended December 31, 2025 and 2024, as such common stock equivalents would have been

excluded from the calculation of net loss per share.

Value of Financial Instruments

14 unchanged sentences

be representative of their respective fair values due to the short-term nature of those instruments.

Concentrations

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.

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

3 unchanged sentences

between payments being settled by credit card processors and the cash being provided to the Company.

significant customers comprised more than 10 % of accounts receivable or revenue as of and for the period ended December 31, 2024 and

2023 (Successor), and for the period ended December 29, 2023 (Predecessor).

Company maintains a balance at financial institutions, which at times exceed the federally insured limit.

Company maintains balances at financial institutions that, at times, exceeds the federally insured limit.

The Company has not experienced

a loss on this account.

The Company’s Chief Executive Officer (“CEO”) is our

chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources

based on financial data presented on a consolidated basis.

Because our CODM evaluates financial performance on a consolidated basis, the

Company has determined that it operates as a single reportable segment composed of the consolidated financial results of Giftify, Inc.

(see Note 2).

Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates

performance and makes operating decisions regarding resource 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 1 single

reportable segment, comprising the consolidated financial results of Giftify, Inc.

Reclassifications

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 .

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;

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.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure .

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).

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 evaluating this

ASU to determine its impact on the Company’s disclosures.

recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

1 unchanged sentence

present or future financial statements.

Segment information

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.

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.

monitoring of budgeted versus actual results is used in assessing performance of the Company and in establishing management’s

compensation.

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:

Schedule of Segment Reporting Information

December 31, 2024

December 30 to December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to December 31, 2023

January 1, 2023 to

December 29, 2023

Cost of sales

Employee compensation and benefits

Stock-based compensation expense

Merchant and bank fees

Consulting and outside provider costs

Sales and marketing expenses

Amortization of capitalized software costs

Amortization of intangible assets

Impairment of property and equipment

Impairment of intangibles

Other operating expenses

Total operating expenses

Loss from operations

$ ( 18,375,726 )

$ ( 5,020,000 )

$ ( 3,080,406 )

Acquisition of Card Cash

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.

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

(“Takeout7”).

The acquisition was made pursuant to

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

The Company acquired all of the issued and outstanding

equity of Takeout7 for $ 609,000 , made up of the issuance of 350,000 shares of the Company’s common stock.

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

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.

The fair value assigned to the developed technology was determined using the relief from royalty

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.

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.

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:

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

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

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.

following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair value of tangible assets,

identifiable intangible assets, and assumed liabilities of Takeout7 on the date of acquisition:

of Fair Value of Assets Acquired and Liabilities Assumed

Value (provisional)

value of consideration:

payable ($ 750,000 due December 30, 2024;

$ 750,000 due December 30, 2025)

stock ( 350,000 shares of common stock at $ 1.74 per share)

purchase price

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

deposits, and other

and equipment, net

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

payable and accrued liabilities

( 2,068,154 )

( 6,737,385 )

tax liability

( 1,800,000 )

tangible assets

relationships

identifiable intangible assets

Developed technology

value of net asset acquired

amount of revenue and net loss of CardCash included in the Company’s (Successor) consolidated statements of operations during the

period December 30, 2023 to December 31, 2023, was zero and $ 5,000,000 , respectively.

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.

Schedule of Pro Forma Statements of Operations

December 31, 2023

(Proforma, unaudited)

$ ( 9,122,246 )

Net loss per share

unaudited pro forma statements of operations are being presented as the historical results of Takeout7 are insignificant when compared

to the Company’s historical results.

CardCash, Inc.

On December 29, 2023, the Company completed the acquisition

of CardCash for $ 26,682,000 , using the acquisition method of 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:

of Fair Value of Assets Acquired and Liabilities Assumed

Fair value of consideration:

Notes payable

Common stock ( 6,108,007 shares of common stock at $ 4.00 per share)

Total purchase price

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

Net tangible assets acquired

Intangible assets acquired:

Developed technology

Customer relationships

Net identifiable intangible assets

Fair value of net asset acquired

Property and Equipment, Net

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Schedule Property and Equipment, Net

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Website development costs

Leasehold improvements

Property and equipment, gross

Accumulated depreciation

development costs

and equipment, gross

( 2,119,501 )

Property and equipment, net

depreciation expense on property and equipment was as follows:

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Depreciation expense

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.

( 1,473,328 )

and equipment, net

expense for the year ended December 31, 2025 and 2024 was $ 646,173 and $ 1,472,974 , respectively.

Goodwill and Intangible Assets

and intangible assets consist of the following:

Schedule of Other Intangible Assets

December 31, 2024

Schedule of Goodwill and Intangible Assets

December 31, 2024

Intangible Assets

Customer relationships

Developed technology

Intangible assets, gross

Accumulated amortization

relationships

assets, gross

( 4,703,341 )

Intangible assets, net

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

December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $ 6,700,000 .

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.

the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded amortization expense of $ 300,000 , and at December 29,

2023, determined its Intangible Assets were impaired and recorded an impairment charge of $ 250,000 .

( 2,431,668 )

December 29, 2023, in relation to the acquisition of CardCash, the Company recorded goodwill of $ 20,007,670 .

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.

During the year ended December 31, 2025,

in connection with the acquisition of Takeout7 (see Note 2), the Company recorded intangible assets of $ 491,163

and recorded an amortization expense of $ 2,271,673 ,

leaving a remaining intangible asset balance of $ 2,487,822

at December 31, 2025.

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

Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives

Average Useful Life (in years)

Life (in years)

relationships

trade names and service marks

Remaining useful lives

expense on intangible assets was as follows:

Schedule of Amortization Expense on Intangible Assets

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Amortization expense

amortization expense for the Company is as follows:

5 unchanged sentences

April 2024 for a 60-month period ending in April 2029.

Company’s operating lease liability balance was $ 337,304

as of December 31, 2023.

During 2024, the Company renewed its office lease as discussed above and recorded an additional operating

lease liability of $ 1,395,540 .

In 2024, the Company made payments of $ 282,861

against its operating lease liability, resulting in a lease liability of $ 1,449,983

as of December 31, 2024, of which the current portion of lease liability was $ 316,612 ,

and a long-term lease liabilities balance of $ 1,133,371 .

components of lease expense were as follows:

Schedule of components of Lease Expenses

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Operating lease expense

information related to leases was as follows:

of Supplemental Cash Flow Information

December 31, 2024

Weighted average remaining lease terms (in years)

Weighted average discount rate

Company’s operating lease liability balance was $ 1,449,983 as of December 31, 2024.

During the year ended December 31, 2025, the

Company made payments of $ 316,612 against its operating lease liability, resulting in a lease liability of $ 1,133,371 as of December

31, 2025, of which the current portion was $ 358,861 and the long-term portion was $ 774,510 .

the year ended December 31, 2025, and 2024, lease costs totaled approximately $ 453,918 and $ 362,659 , respectively, and were recorded

as part of selling, general, and administrative expenses in the accompanying consolidated statements of operations.

of December 31, 2025, the weighted average remaining lease term for operating leases is 3.11 years, and the weighted average discount

rate is 8.00 % .

of the Company’s operating lease liabilities are as follows as of December 31, 2025:

Schedule of Maturities of Operating Lease Liabilities

of Maturities of Operating Lease Liabilities

December 31, 2025

Imputed interest

Total operating lease liability

operating lease liability

Secured Revolving Line of Credit

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

Schedule of Line of Credit

Line of credit

November 2020, CardCash entered into an amended and restated promissory note 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 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.

31, 2024 and 2023, this line of credit requires a deposit of $ 1,258,826 , included in restricted cash.

Convertible Debt

debt consists of the following at December 31, 2024 and 2023:

Schedule of Convertible Debt

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Incumaker, Inc.

principal balance

Accrued interest

Total principal and accrued interest (all current)

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

of Line of Credit

November 2020, CardCash entered into an Amended and Restated Promissory Note (the “November 2020 Note”) with Pathward,

National Association (“Pathward”) for a revolving line of credit of up to $ 10,000,000 ,

payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal (“WSJ”)

prime rate plus 3 % ,

limited to a floor of 6.5 % .

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 .

The Amended Note amends and restates the November 2020 Note (see above).

The Amended Note does not constitute a novation or

extinguishment of the November 2020 Note.

on the Amended Note is based on the WSJ prime rate plus 3 % , with a floor of 6.5 % .

The Note is collateralized by a blanket lien on the

assets of CardCash.

Advances under the Note may be measured against a percentage of eligible accounts and eligible inventory as defined.

The amount advanced as a loan under the Note may not exceed an amount which is the lesser of:

(i) $7,000,000 and the sum of (a) 100%

of Eligible Credit Card Receivables (as defined), plus 100% of the Product Costs for Eligible Inventory (as defined), provided however,

that the Product Costs for Eligible Inventory consisting of Prepaid Inventory shall not exceed $750,000.

In addition, if CardCash terminates

the Note prior to December 31, 2025, it must pay an Exit Fee of 0.50% of $7,000,000, together with all unpaid Loan Fees and Maintenance

Fees due under the Agreement.

The Amended Note decreased the required minimum cash collateral balance from $ 1,250,000 to $ 1,000,000 .

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.

Convertible Promissory Note

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

of Convertible Debt

promissory note

principal and accrued interest (all current)

November 5, 2018, the Company completed the acquisition of Incumaker, Inc.

3 unchanged sentences

to be unsuccessful in reaching the Note holder to remit payment in full.

At December 31, 2024, the principal balance of $ 20,000 , and

accrued interest of $ 23,137 , are convertible at $ 1.50 per share into 28,758 shares of the Company’s common stock.

At December 31, 2024, the principal balance of $ 20,000 and accrued

interest of $ 23,137 are convertible at $ 1.50 per share into 28,758 shares of the Company’s common stock.

At 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.

Secured Notes Payable – Related Party

notes payable to a related party consists of the following at December 31, 2024 and 2023:

Schedule of Notes Payable Related Party

December 31, 2024

Secured note payable – related party

Less debt discount

Total principal balance

Accrued interest

Total principal and accrued interest

Less current portion

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

of Notes Payable Related Party

note payable – related party

debt discount

principal balance

principal and accrued interest

current portion

( 2,060,274 )

Non-current portion

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 of 11.5 % that has a maturity date of January 20, 2025 .

The Note has an origination fee and expenses of $ 22,000 , which was recorded as a debt discount and is being amortized over the term of

the Note and may be prepaid without penalty.

The Note is collateralized by a blanket lien on the assets of the

Company under the terms of a Security Agreement and is subordinated only to the line of credit

(see Note 7).

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, Inc., a

subsidiary of Giftify.

As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 2,000,000 , a debt

discount balance of $ 4,000 , and accrued interest payable of $ 64,274 .

September 20, 2024, the Company entered into a secured promissory note with Spars Capital Group LLC (“Spars Capital”) in

the principal amount of $ 2,000,000 , bearing annual interest at 11.5 % , with a maturity date of January 20, 2025 .

As of December 31, 2024,

the notes payable had an aggregate principal balance outstanding of $ 2,000,000 , a debt discount balance of $ 4,000 , and accrued interest

payable of $ 64,274 .

During the year ended December 31, 2025, the Company paid the Note, including accrued interest, and the Note was

The Note was secured by a blanket lien on the Company’s assets, subordinated only to the line of credit (see Note 6).

Spars Capital is owned by a family trust affiliated with Elliot Bohm, the President of CardCash and a member of the Company’s Board

of Directors.

Notes Payable

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

Schedule of Notes Payable

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

CardCash acquisition notes payable

GameIQ acquisition note payable

Economic Injury Disaster Loans (EIDL) note payable

Total principal balance

Accrued interest

Total principal and accrued interest

Less current portion

of Notes Payable

acquisition notes payable

Word Digital Assets note payable

acquisition note payable

Injury Disaster Loans (EIDL) note payable

principal balance

principal and accrued interest

current portion

( 1,717,632 )

Non-current portion

Acquisition Notes Payable

1 unchanged sentence

(see Note 2).

$ 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, 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 .

$ 750,000 is payable on December 29, 2024 , bearing simple annual interest of 5 % , and $ 750,000 is to be paid upon the earlier

of (a) the completion of a firm commitment underwriting the Company’s initial public offering to allow the Company to become listed

on the Nasdaq Capital Market or (b) December 29, 2025 .

As of December 31, 2024, the notes payable had an aggregate principal balance

outstanding of $ 1,500,000 and accrued interest payable of $ 75,000 .

During the year ended December 31, 2025, the Company paid the Notes

and accrued interest in full, and the Notes were retired.

World Digital Assets Note Payable

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.

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.

Acquisition Note Payable

February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $ 78,813 and another for $ 62,101 .

In accordance

with Notes, the Company promised to pay the principal together with interest at 1 % upon the earlier of (i) nine equal biannual installments

with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

February 1, 2022, the Company issued two notes payable 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, with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 75,928 and accrued interest payable of $ 1,646 .

As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 75,928 and accrued interest payable of

$ 1,646 (see Note 14).

During the year ended December 31, 2025, the Company paid the Notes and accrued interest in full, and the Notes were retired.

Injury Disaster Loans (EIDL)

June 17, 2020, the Company received $ 150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under

the Covid-19 Economic Injury Disaster Loan (EIDL) Program.

On July 14, 2021, the Company received an additional $ 350,000 of proceeds

pursuant to the loan.

On July 21, 2020, the Company received $ 150,000 of proceeds applicable to loans administered by the SBA as disaster

loan assistance under the Covid-19 EIDL Program.

On January 31, 2022, the Company assumed an additional $ 14,500 EIDL, and accrued interest

of $ 900 , as part of the consideration paid for the acquisition of GameIQ.

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 .

June 17, 2020, the Company received $ 150,000 in proceeds from SBA-administered disaster loans under the COVID-19 Economic Injury Disaster

Loan (EIDL) Program.

On July 14, 2021, the Company received an additional $ 350,000 in proceeds under the loan.

On July 21, 2020, the

Company received $ 150,000 in proceeds from SBA-administered disaster loans under the COVID-19 EIDL Program.

On January 31, 2022, the

Company assumed an additional $ 14,500 EIDL and accrued interest of $ 900 as part of the consideration paid for the acquisition of GameIQ.

loans bear interest at 3.75 % per annum, with a combined principal-and-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 .

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:

Schedule of Income Tax Effective Tax Rate

December 31, 2024

December 30 to December 31, 2023

January 1, 2023

to December 29, 2023

December 31, 2024

December 30 to December 31, 2023

January 1, 2023

to December 29, 2023

As of December 31, 2025, the note payable had a principal balance outstanding of $ 661,301 and

accrued interest of $ 2,288 .

federal tax provision has been provided for the years ended December 31, 2025 and 2024, 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:

of Income Tax Effective Tax Rate

federal statutory tax rate

State income taxes, net of federal tax benefit

Change in valuation allowance

Effective tax rate

income taxes, net of federal tax benefit

in valuation allowance

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

2 unchanged sentences

of December 31, 2025 and 2024 are summarized below.

Schedule of Deferred Tax Assets and Liabilities

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Net operating

loss carryforwards

Share-based compensation

163(j) disallowed

of Deferred Tax Assets and Liabilities

operating loss carry forwards

on the deduction of interest

lease liability

Property and equipment

Gross deferred taxes

and equipment

deferred taxes

valuation allowance

( 15,870,000 )

( 11,157,000 )

( 8,671,000 )

Total deferred tax assets

deferred tax assets

tax liabilities

Intangible assets

( 1,800,000 )

Operating lease right-of-use asset

and equipment

( 1,178,000 )

Total deferred tax liabilities

( 1,123,000 )

( 1,885,000 )

assets and goodwill

lease right-of-use asset

deferred tax liabilities

( 1,123,000 )

4 unchanged sentences

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.

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

1 unchanged sentence

recorded an appropriate valuation allowance against deferred tax assets at such dates.

December 31, 2024, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately

$ 48,317,000 .

Federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2032 , subject to Internal

Revenue Service limitations, including change in ownership regulations.

As of December 31, 2025, the Company has available net operating loss carry forwards for federal and state income

tax purposes of approximately $ 35,145,000 and $ 18,938,000 .

Federal net operating losses of approximately $ 9,876,000 were incurred before

2018 and carry forward for 20-years.

They will begin to expire, if unutilized, beginning after the year ending December 31, 2034.

remaining Federal Net Losses of approximately $ 25,269,000 were incurred after 2017 and carry forward indefinitely, but the deductions

for these net operating loss carry forwards are limited to 80% of taxable income.

The state net operating loss carry forwards, depending

on the state, are 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 changes.

Stockholders’ Equity

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 and

2023, there were no shares of preferred stock issued and outstanding.

Company is authorized to issue 10,000,000 shares of preferred stock, par value $ 0.001 per share.

As of December 31, 2025 and 2024, there

were no shares of preferred stock issued and outstanding.

Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share.

2 unchanged sentences

Stock Transactions

Shares Issued on Vesting of Restricted Stock

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 .

Stock Issued for Services

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.

of Common Stock for Settlement of Vendor Balance

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.

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

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.

of Common Stock on Acquisition

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).

of Common Stock on Stock Purchase Agreement

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.

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.

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

of Common Stock on Public Offering

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.

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”).

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.

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 .

of Common Stock on Private Offering

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.

Stock Issuable

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.

of Common Stock for Services

1 unchanged sentence

to consultants for services rendered.

of Common Stock for Vender Settlement

of Common Stock for Vendor Settlement

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.

per settlement agreement with a vendor.

The fair value of the common shares of $ 150,000 was recorded as a component of selling, general

3 unchanged sentences

LLC (ClearThink Capital).

Under the terms of the Strata Purchase Agreement, ClearThink Capital agreed to purchase up to $ 10 million

of Giftify’s shares of common stock (the “Purchase Shares”) based on a series of request notices limited to the lesser

Under the terms of the Strata Purchase Agreement, ClearThink Capital agreed to purchase up to $ 10 million 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

16 unchanged sentences

of Giftify common stock within five days after the filing of the Prospectus Supplement underlying the Strata Purchase Agreement.

the year end December 31, 2024, ClearThink purchased a total of 150,000 sales of the Company’s common stock for $ 200,000 .

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

the year end December 31, 2024, ClearThink purchased a total of 150,000 shares of the Company’s common stock for $ 200,000 .

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

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

4 unchanged sentences

During the year ended December 31, 2024,

the Company sold 209,993 shares of Common Stock and received proceeds next of expenses of $ 286,063 , or an average of $ 1.36 per share.

the Company sold 209,993 shares of Common Stock and received net proceeds of $ 286,063 , or an average of $ 1.36 per share.

of Common Stock on Private Sales

1 unchanged sentence

$ 1.96 per share, as part of a private placement.

Common Stock Issuable

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

of Restricted Stock for Employment Agreements

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.

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.

also joined the Board of Directors of the Company.

the terms of the agreements, 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 ,

vesting immediately and 50% vesting over 4 years.

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

of Common Stock for Acquisition of CardCash (Successor)

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).

Share-Based Compensation

1 unchanged sentence

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

Schedule of Restricted Stock

of Restricted Stock

Balance, December 31, 2024

( 2,055,335 )

Balance, December 31, 2025

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 employees with an aggregate fair value of $ 1,005,000 or $ 3.35 per share.

The restricted stock

grant vest 33% on the grant date, and 33% on each subsequent anniversary date.

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.

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 .

February 1, 2025, the Company granted its Chief Executive Officer 250,000 shares of the Company’s restricted stock and granted

200,000 shares of the Company’s restricted stock to two other officers with an aggregate fair value of $ 405,000 or $ 0.90 per share.

The restricted stock grant vests monthly over 36 months.

the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense of $ 2,055,336 and $ 2,681,848 , respectively,

and issued 797,917 and 241,666 shares of restricted stock based on the vesting terms of the grants, respectively.

As of December 31,

2025, the unamortized stock compensation expense for restricted stock amounted to $ 2,880,889 , to be expensed upon vesting in future periods

through February 2028.

of Stock Options

2 unchanged sentences

fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model.

The risk-free interest

rate is based on the U.S.

Treasury yield curve in effect as of the grant date.

The expected dividend yield assumption is based on the

Company’s expectation of dividend payouts and is assumed to be zero.

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 fair market value of the common stock is determined by reference to the quoted market

price of the common stock on the grant date.

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;

The fair market

value of the common stock is determined by reference to the quoted market price of the common stock on the grant date.

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.

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

summary of stock option activity is presented below:

Schedule of Stock Options

of Stock Options

Weighted Average

Exercise Price

Stock options outstanding at December 31, 2023

2 unchanged sentences

Expired or forfeited

( 1,244,608 )

Stock options outstanding at December 31, 2025

Stock options exercisable at December 31, 2025

option expense was as follows:

Schedule of Stock-based Compensation Expense

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Stock option expense

April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500 shares

to be issued to its executives and employees.

The 3,405,500 stock options had an exercise price of $ 4.01 per share, with vesting of 33%

on April 1, 2024, and then 33% on each subsequent anniversary date.

stock options are exercisable at a weighted average price of $ 4.01 per share with an average life to expiration of approximately nine

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;

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;

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.

the year ended December 31, 2024, the Company recognized $ 8,031,290 of stock compensation expense relating to vested stock options.

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.

April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500

shares 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 approximately $ 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 % .

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.

fair value of these options at grant date was approximately $ 1,073,000 , which was determined using a Black-Scholes option pricing

model with the following average assumption:

stock price of $ 0.92 per share, expected term of 6.00 years, volatility of 241 % , dividend

rate of 0 % , and weighted average risk-free interest rate of 4.45 % .

the 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.

weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2025 was 8.16 years.

2 unchanged sentences

exercise prices of common stock options outstanding and exercisable at December 31, 2025 are as follows:

Schedule of Options Summarized by Exercise Price

Outstanding (Shares)

Exercisable (Shares)

of Options Summarized by Exercise Price

Exercise Prices

Options Outstanding (Shares)

Options Exercisable (Shares)

Commitments and Contingencies

12 unchanged sentences

August 21, 2024, Giftify entered into a new employment agreement with Steve Handy, its Chief Financial Officer, pursuant to which Mr.

annual salary is $ 250,000 , increasing at 3 % annually.

Handy’s annual salary is $ 250,000 , increasing at 5 % annually.

In addition, Mr.

Handy is to receive a minimum annual cash bonus of $ 25,000 .

Handy is to receive a minimum annual cash bonus

of $ 25,000 .

Bohm and Marc Ackerman

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements

on December 29, 2023, the Company entered into an Employment Agreements

with Elliot Bohm and Mark Ackerman.

4 unchanged sentences

the terms of the four-year agreements, 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 aggregate fair value of $ 10

million, 50 %

vesting immediately and 50 %

vesting over 4

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.

Ackerman 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.

Ackerman shall receive a minimum annual bonus of $ 100,000 , payable in cash,

stock, or both, on terms mutually acceptable to the Board and Mr.

Bohn’s or Mr.

Ackerman’s employment is terminated by the Company without cause, as defined under their employment agreements,

Ackerman will be entitled to (a) twelve months’ base salary, (b) Earned but Unpaid Amounts, as defined, (c) a ll

vested equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and

(d) o ther benefits, as defined, for health, life, disability and similar employee benefit plans will continue, as defined.

Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement

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.

Ackerman also entered into a confidentiality and non-competition agreement in conjunction with 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 from disclosure of confidential information regarding our company at any time.

the year ended December 31, 2023, the Company recognized $ 5,000,000 of stock compensation expense and issued 1,250,000 vested restricted

During the year ended December 31, 2024, the Company recognized $ 1,250,000 of stock compensation expense and issued 312,500 vested

restricted shares.

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

agreement and one year thereafter, and prohibiting them from disclosing confidential information regarding our company at any time.

Segment information

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.

derives revenue primarily in the United States of America and manages its business activities on a consolidated basis.

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.

monitoring of budgeted versus actual results is used in assessing the performance of the Company and in establishing management’s

compensation.

segment expenses include employee compensation, stock-based compensation, merchant fees, and consulting and outside provider costs.

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

of Segment Reporting Information

Cost of sales

Operating expenses

Employee compensation and benefits

Stock-based compensation expense

Merchant and bank fees

Facility costs

Consulting and outside provider costs

Sales and marketing costs

Depreciation of capitalized software costs

Amortization of intangible assets

Other operating expenses

Total operating expenses

Loss from operations

$ ( 10,354,746 )

$ ( 18,375,726 )

Subsequent Events

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

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.

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, the Company sold

751,152 shares of Common Stock and received proceeds next of expenses of $ 1,004,991 , or an average of $ 1.34 per share, utilizing its At-the-Market

Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

Notes Payable – Related Party

to December 31, 2024, the Company paid in full its secured promissory note of $ 2,000,000 plus accrued interest with a related party,

Spars Capital (see Note 8).

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.

Notes Payable

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 .

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).

Acquisition Note Payable

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

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

to December 31, 2025, the Company sold 25,795 shares of Common Stock and received net proceeds of $ 27,551 , or an average of $ 1.10 per

share, under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

of Common Stock on Private Offering

to December 31, 2025, the Company received net proceeds of $ 510,000 from the sale of 470,000 shares of common stock at an average price

of $ 1.09 per share in a private placement.

Based Compensation

February 1, 2025, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted 450,000 restricted shares of common stock

and options exercisable into 1,170,000 shares of the Company’s common stock

to its executives and employees.

restricted share of common stock and stock options vest 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

fair value of these options at grant date was approximately $ 1,073,000 ,

which was determined using a Black-Scholes-Merton option pricing model with the following average assumption:

stock price of $ 0.92 per

share, expected term of 6.00 years,

volatility of 241 %,

dividend rate of 0 %,

and weighted average risk-free interest rate of 4.45 %.

The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding

giving consideration to vesting schedules and historical participant exercise behavior;

the expected volatility is based upon

historical volatility of the Company’s common stock;

the expected dividend yield is based on the fact that the Company has not

paid dividends in the past and does not expect to pay dividends in the future;

and the risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

February 2, 2026, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted 1,400,000 restricted shares of common

stock and options exercisable into 765,000 shares of the Company’s common stock to its executives and employees.

restricted shares of common stock and stock options vest equally over 36 months.

The stock options are exercisable at a weighted average

price of $ 1.04 per share with an average life to expiration of approximately six years.

The total fair value of these options at the

grant date was approximately $ 791,000 , which was determined using a Black-Scholes option pricing model with the following average

stock price of $ 1.04 per share, expected term of 6.00 years, volatility of 218 %, dividend rate of 0 %, and weighted average

risk-free interest rate of 3.74 %.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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/A

Item 8. Financial Statements and Supplementary Data