What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-04-09 · 134 added, 171 removed, 295 unchanged (51% of the section changed)

used in this Annual Report, the terms “we,” “us,” “our,” and the “Company” refer to RDE,

used in this Annual Report, the terms “we,” “us,” “our,” and the “Company” refer to Giftify,

Inc., a Delaware corporation, and its consolidated subsidiaries.

owns and operates Restaurant.com, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital

owns and operates Restaurant.com, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals

Our profile fundamentally changed with the acquisition of CardCash Exchange, Inc.

(“CardCash”) in December 2023.

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

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

and TJ Maxx, among others.

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

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

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

CardCash’s core

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

TJ Maxx, among others.

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

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

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

and (2) experienced management.

awareness – CardCash was initially formed approximately 15 years ago, and we believe this history, along with strong marketing

push along multiple front have led to strong consumer awareness and acceptance.

● Experienced

management – As part of the CardCash acquisition, member of the executive leadership

team of CardCash have joined us.

Elliot Bohm, President of CardCash prior to the merger with

RDE, remains as President of CardCash following the closing of the merger and has joined

the Board of Directors of RDE.

Marc Ackerman, Chief Operating Officer of CardCash prior to

the merger with RDE, continues to serve as Chief Operating Officer of CardCash following

the closing of the merger.

Brand awareness –

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

fronts have led to strong consumer awareness and acceptance.

Experienced management

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

Elliot Bohm, President

of CardCash prior to the merger with Giftify, remains as President of CardCash following the closing of the merger and has joined

the Board of Directors of Giftify.

Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with Giftify, continues

to serve as Chief Operating Officer of CardCash following the closing of the merger.

are an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act of 2012.

As an EGC, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging

growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation.

with CardCash Exchange, Inc.

December 29, 2023, RDE, Inc.

December 29, 2023, Giftify, Inc.

completed the acquisition of CardCash Exchange, Inc.

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The acquisition was made

pursuant to a plan of merger agreement dated August 18, 2023, between RDE, and Elliott Bohn, in his capacity as stockholder representative

for CardCash’s stockholders.

The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash’s

stockholders for $26,682,000, made up of 6,108,007 shares of RDE’s common stock with a fair value of $24,432,000 or $4.00 per share,

$750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000.

pursuant to a plan of merger agreement dated August 18, 2023, between Giftify, Inc., and Elliott Bohn, in his capacity as stockholder

representative for CardCash’s stockholders.

The Company acquired all of the issued and outstanding equity interests of CardCash

from CardCash’s stockholders for $26,682,000, made up of 6,108,007 shares of Giftify’s common stock with a fair value of

$24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for

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

operates as a leading gift card exchange platform, facilitating the purchase and sale of unused gift cards at discounted rates for

both consumers and businesses.

operates as a leading gift card exchange platform, facilitating the purchase and sale of unused gift cards at discounted rates for both

consumers and businesses.

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

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significant amounts on their purchases.

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

shoppers nationwide.

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

cost-effective purchases through discounted gift cards.

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

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

purchases through discounted gift cards.

advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on

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This service not only benefits businesses but also contributes to a thriving gift card

market projected to reach $1.4 trillion by 2026.

market projected to reach $400 billion by 2026.

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

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Partnerships with reputable institutions such as St.

Jude’s Research Hospital demonstrate CardCash’s commitment to supporting critical

causes and making a positive impact.

Jude’s Research Hospital demonstrate CardCash’s commitment to supporting

critical causes and making a positive impact.

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

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The recent introduction of the CardCash uChoose platform further

enhances the Company’s portfolio by offering businesses the option to provide gift card choices from a wide selection of brands to recipients.

CardCash’s multifaceted approach to the gift card market, coupled with its focus on innovation and social impact, positions the Company

as a key player in the industry with a strategic vision for continued growth and success.

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

of the projected expansion by 2026 of the global market for gift cards to $1.4 trillion (see ““Business - Pending Acquisition

– CardCash Exchange, Inc.”) as follows:

Access to Strategic Partnerships and Expanded Data .

CardCash intends to transition

from having its own online platform for both consumers and repeat high-volume sellers of

gift cards to operating exchanges.

CardCash currently operates approximately 25 branded exchanges.

enhances the Company’s portfolio by offering businesses the option to provide gift card choices from a wide selection of brands

to recipients.

CardCash’s multifaceted approach to the gift card market, coupled with its focus on innovation and social impact, positions the

Company as a key player in the industry with a strategic vision for continued growth and success.

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

advantage of the projected expansion by 2026 of the global market for gift cards to $400 billion (see “Business -

Pending Acquisition – CardCash Exchange, Inc.”) as follows:

Increase Access to

Strategic Partnerships and Expanded Data .

CardCash intends to transition from having its own online platform for both

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

CardCash currently operates approximately 25 branded

CardCash is focusing on three business growth concepts:

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

CardCash profits by selling the

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

CardCash profits by selling the card

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

a perpetuating network.

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

Marketing Efforts .

CardCash has spent only $807,031 in marketing its services

or 0.9% of its gross revenues.

CardCash intends to increase its marketing to retailers and

consumers to accelerate its sales of gift cards.

Profit Margins .

CardCash intends to shift its cost structure to allow it to process

scalable volumes of 4-5X its current number of gift cards with a very slight increase in

CardCash believes that a more efficient use of machine learning transaction processing

with richer data from a strategic subset can empower it to scale its model to meet the needs

of the gift card market.

CardCash is seeking a strategic investment and collaboration, in

addition to what it receives by its merger with RDE, to bring data synergy and higher margins

from more reliable processing.

While the bulk-to-bulk channel is expected to represent the

largest contributor of CardCash’s sales in the years to come, the other three channels

are projected to grow at a faster rate and account for an aggregate 50% of sales over the

next two years.

CardCash expects to drive top-line growth by adding new branded exchange

partnerships that in turn are expected to generate more users and increase demand for other

CardCash currently has a 13.3% gross margin for its four revenue streams combined.

Of the four channels, retail-to-bulk has the highest margin at approximately 17%, while bulk-to-bulk

has the lowest margins at approximately 10%.

CardCash is working to improve its gross margin

by switching to a more balanced and profitable sales channel breakdown.

goal is to achieve gross margin of 15% in 2023 and 19% in 2024.

CardCash anticipates that

its gross margins will increase approximately 8% in the next two years based on retail-sourced

Increase Marketing

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

Increase Profit Margins .

CardCash intends to shift its cost structure to allow it to process scalable volumes of 4-5X its current number of gift cards

with a very slight increase in cost.

CardCash believes that a more efficient use of machine learning transaction processing with

richer data from a strategic subset can empower it to scale its model to meet the needs of the gift card market.

CardCash is seeking

a strategic investment and collaboration, in addition to what it receives by its merger with Giftify, to bring data synergy and higher

margins from more reliable processing.

While the bulk-to-bulk channel is expected to represent the largest contributor of CardCash’s

sales in the years to come, the other three channels are projected to grow at a faster rate and account for an aggregate 50% of sales

over the next two years.

CardCash expects to drive top-line growth by adding new branded exchange partnerships that in turn are expected

to generate more users and increase demand for other services.

CardCash currently has a 13.0% gross margin for its four revenue streams

CardCash anticipates that its gross margins will increase approximately 8% in the next two years based on retail-sourced

inventory and retail sales.

CardCash’s focus is to maximize inventory sourced through

checkout and branded exchange initiatives to drive significant volume on the secondary market

and generate higher gross margins.

CardCash’s focus is to maximize inventory sourced through checkout and branded exchange initiatives

to drive significant volume on the secondary market and generate higher gross margins.

Restaurant.com

Business to Customer Division

B2C division accounted for 45% of gross revenue in our fiscal year ended December 31, 2023.

B2C division accounted for approximately 50% of gross revenue in our fiscal year ended December 31, 2024.

To our database of 6.2 million customers,

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Business to Business Division

B2B division accounted for 55% of our gross revenue in our fiscal year ended December 31, 2023.

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

We sell certificates and Discount Dining

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convert to paperless billing and auto-bill payment.

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

motivate specific customer behavior such as free home

repair estimates and test drives for auto dealers;

renew subscriptions and memberships;

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

2023, for Restaurant.com we spent approximately $807,000 on advertising and marketing efforts to increase our visibility and

establish stronger relationships with our customers, merchants and partners.

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

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

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

deals which are available within a customer’s market.

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

and wine deals in addition to various other product deals.

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

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

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

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

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

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and brand assets.

As of December 31, 2023, our Marketing team consisted of three employees.

We have an agreement with Commission Junction

for a monthly payment of $1,500 to $3,500 that generates potential leads with companies that earn a commission by promoting our discount

deals on their websites for which they receive between 3% to 15% of the revenue we receive from a customer’s purchase of a discount

We have an agreement with Commission Junction for a monthly payment of $1,500 to $3,500 that generates potential leads

with companies that earn a commission by promoting our discount deals on their websites for which they receive between 3% to 15% of the

revenue we receive from a customer’s purchase of a discount certificate.

Service Representatives.

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based on customer feedback.

As of December 2023, we employed four customer representatives.

We employ technology to improve the experience we offer to customers and merchants, increase the rate at which our customers purchase

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and maintenance of our internal operations systems.

As of December 31, 2023, our information technology team consisted of five employees.

CardCash faces competition from a number

of competitors but believes that it has key attributes that provide it with a competitive advantage in the market for unused gift cards.

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

the market for unused gift cards.

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

to dictate pricing

seller/buyer services

exchange partnerships

Leading Fraud prevention

Ability to dictate pricing

Immediate transaction

No-fee transactions

Bulk seller/buyer services

Branded exchange partnerships

Industry Leading Fraud prevention technology

Business model

Principal-based

Although CardCash believes it compete favorably on

the factors described above, it anticipates that larger, more established companies may directly compete with it on a principal-based

model and such a competitor could have greater financial, technical, marketing and other resources than it does.

These competitors may

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

policies, which may allow them to reduce the number of potential consumers and retailers that form the basis of CardCash’s revenue

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

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

than it does.

These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing

campaigns and adopt more aggressive pricing policies, which may allow them to reduce the number of potential consumers and retailers

that form the basis of CardCash’s revenue base.

Restaurant.com

We have a substantial number of competing groups buying

These competitors offer substantially the same or similar product offerings as us.

Among the companies that focus on the dining

and savings category and certain of the subcategories in which we participate are the following:

● discount (e.g., Groupon.com,

Entertainment.com);

● ratings and reviews communities

(Zagat.com, TripAdvisor);

● restaurant listings (Yelp,

Zomato and OpenTable);

● food content (Food Network,

Food.com and Epicurious);

● eCommerce (Groupon, TravelZoo

● takeout and delivery (DoorDash.com,

GrubHub.com UberEats.com and Delivery.com).

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

breadth of customer base and number of restaurants featured;

ability to deliver a high volume of relevant deals to consumers;

ability to produce high purchase rates for deals among customers;

ability to generate positive return on investment for merchants;

have a substantial number of competing groups buying sites.

These competitors offer substantially the same or similar product offerings

Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are

the following:

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

and reviews communities (Zagat.com, TripAdvisor);

restaurant listings (Yelp, Zomato and OpenTable);

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

eCommerce (Groupon, TravelZoo and Woot);

takeout and delivery (DoorDash.com, GrubHub.com UberEats.com

and Delivery.com).

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

breadth of customer base and number of restaurants

ability to deliver a high volume of relevant deals

to consumers;

ability to produce high purchase rates for deals among

ability to generate positive return on investment for

strength and recognition of our brand.

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and contractors, and confidentiality agreements with third parties.

CardCash purchased a patent

(US 8,751,294 B2) from e2interactive relating to the processing of valuable-ascertainable items, such as gift cards, by retailers.

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

CardCash has a registered trademark for “CardCash”

that was first issued on June 12, 2012, and is renewable every ten years.

CardCash renewed the trademark in 2022 for an additional ten-year

purchased a patent (US 8,751,294 B2) from e2interactive relating to the processing of valuable-ascertainable items, such as gift cards,

by retailers.

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

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

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

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

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qualified personnel.

Growth Company

are and we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act (the “JOBS

Act”), until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed

$1.235 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial

public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible

debt securities, or (iv) the date on which we are deemed a “large accelerated filer” (with at least $700 million in public

float) under the Exchange Act.

an “emerging growth company”, we may take advantage of specified reduced disclosure and other requirements that are otherwise

applicable generally to public companies.

These provisions include:

only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly

reduced “Management’s Discussion and Analysis” disclosure;

reduced disclosure about our executive compensation arrangements;

no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements;

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you

might receive from other public companies in which you hold shares.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an emerging

growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised

accounting standards is irrevocable.

We are choosing to take advantage of such extended transition period, and as a result, we will not

comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

Notwithstanding

the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed

issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than

$75 million and annual revenues of less than $50 million during the most recently completed fiscal year.

In the event that we are still

considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure

we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered either

an “emerging growth company” or a “smaller reporting company”.

Specifically, similar to “emerging growth

companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their

are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered

public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting;

and have certain

other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years

of audited financial statements in annual reports.

Reporting Company

are currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a

majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million

during the most recently completed fiscal year.

As a “smaller reporting company”, we are able to provide simplified executive

compensation disclosures in our SEC filings;

are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”)

requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control

over financial reporting;

and have certain other decreased disclosure obligations in their SEC filings, including, among other things,

only being required to provide two years of audited financial statements in annual reports.

In addition, as a smaller reporting company

with a public float of less than $75 million we qualify as a non-accelerated filer.

A non-accelerated filer is not required to provide

an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for

SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, has more time to file

its periodic reports.

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

What changed 10-K

Item 1. Business