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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-09 · 294 added, 188 removed, 515 unchanged (48% of the section changed)

CONTROLS AND PROCEDURES

The information contained in this section covers management’s evaluation of our disclosure controls and procedures

and our assessment of our internal control over financial reporting for the year ended December 31, 2024.

of Disclosure Controls and Procedures

August 18, 2023, RDE, Inc.

(“RDE”, the “Company”) entered into an agreement and plan of merger (the “Merger”)

to acquire CardCash Exchange Inc (“CardCash”, the “Predecessor”).

On December 29, 2023, the Merger was completed.

As a result of the Merger, the Company adopted the controls and procedures of the Predecessor.

The Company’s management, with the

participation of its Chief Executive and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, 2023.

controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports

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

that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 due to material weaknesses in

the Company’s internal control over financial reporting as described below.

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as s defined by Rule 13a-15(f) and

Rule 15d-15(f) under the Exchange Act.

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

assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes

in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

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

Management conducted an assessment

of the Company’s internal control over financial reporting as of December 31, 2023, based on the framework and criteria established

by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

on the assessment, management concluded that, as of December 31, 2023, the Company’s internal controls over financial reporting

were not effective.

identified material weaknesses in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of our financial statements will not be prevented or detected on a timely basis.

material weaknesses identified include (i) we had inadequate segregation of duties consistent with control objectives.

Specifically,

certain personnel have the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and

review account reconciliations;

and (ii) we did not design and maintain effective controls over certain information technology (“IT”)

general controls for information systems that are relevant to the preparation of our consolidated financial statements.

Specifically,

we did not design and maintain effective program change management controls to ensure that information technology program and data changes

affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately.

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

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

Notwithstanding

the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K

the identified material weakness, management has concluded that the Financial Statements included in this Annual Report on Form 10-K

present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods

disclosed in conformity with U.S.

Remediation of Material Weaknesses

has been actively engaged in developing and implementing remediation plans to address material weaknesses described above.

These remediation

efforts are ongoing and include or are expected to include designing and implementing controls to formalize roles and review

responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties,

and designing and implementing IT general controls, including controls over the review and update of user access rights and privileges

and program change management controls.

December 29, 2023, Giftify, Inc.

(“Giftify”, the “Company”) completed the acquisition of CardCash Exchange Inc

(“CardCash”, the “Predecessor”).

As a result of the merger, the Company adopted the controls and procedures of

the Predecessor.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and

internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

However, our management

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors

and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because

of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two

or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with policies or procedures may deteriorate.

Because of the inherent limitations in a cost effective control system, misstatements due

to error or fraud may occur and not be detected.

Report on Internal Control Over Financial Reporting

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm

pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Management does not expect the Company’s

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

A control system, no

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

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

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

assurance level.

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

must be considered relative to their costs.

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

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

if any, within the company have been detected.

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

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

Controls can also be circumvented by the individual acts

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

The design of any system of controls

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

in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls in

future periods are subject to risks.

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

degree of compliance with policies or procedures.

Management’s Annual Report on Internal

Control over Financial Reporting

Management is responsible for establishing and

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

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

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

Management conducted an

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

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

Control-Integrated Framework (2013) (COSO).

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

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

We identified a material weakness in our internal

controls over financial reporting.

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

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

or detected on a timely basis.

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

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

to the preparation of its consolidated financial statements.

Specifically, Company did not design and maintain effective program change

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

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

Plan for Material Weaknesses in Internal Control Over Financial Reporting

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

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

Ongoing remediation

activities include:

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

and change management;

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

supporting data;

to provide training to our control operators.

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

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

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

are effective

of Previously Identified Material Weaknesses

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

following material weakness:

Company did not maintain adequate segregation of duties consistent with control objectives.

Specifically, certain personnel had the ability

to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations.

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

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

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

ensuring optimal segregation of duties and levels of oversight.

determined these controls were in place and were effectively operating for a sufficient period of time as of December 31, 2024 and, therefore,

the previously identified material weakness related to inadequate segregation of duties were remediated as of December 31, 2024.

There are, however, inherent

limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design

and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous

improvement and diligent review of our internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

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

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

OTHER INFORMATION

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President and Chairman

Chief Financial Officer

Balazs Wellisch

Chief Technology Officer of Restaurant.com

Chief Operating Officer of Restaurant.com

Director, President of CardCash

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creates a critical link between management and the Board.

Handy joined Giftify, Inc.

on August 26, 2024, as its Chief Financial Officer.

Handy brings over two decades of extensive financial

leadership experience to the Company with a proven track record in guiding companies through significant growth phases, public offerings,

and operational transformations.

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

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

first half of 2024 compared to 2023.

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

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

his tenure at Sacks Parente Golf, Mr.

Handy served as Chief Financial Officer and Director of Operations at Opti-Harvest, Inc., an agriculture

innovation company, where he oversaw financial strategy and operational management.

His earlier experience includes his role as Chief

Financial Officer of Tix Corporation, a former publicly traded entertainment ticketing company, where he led financial operations from

March 2010 to May 2021.

Handy’s extensive experience also includes senior financial roles including Chief Financial Officer

at SM&A, a former Nasdaq-listed professional services firm, and Dot Hill Systems, a former publicly traded technology manufacturer,

where he managed operations in Europe.

Handy began his career as a Senior Auditor for Deloitte & Touche LLP.

He holds a Bachelor

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

Wellisch joined Restaurant.com in February 2022 following our acquisition of GameIQ acquisition.

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and Sterling National Bank.

Bohm graduated from the Institute of Advanced Judaic Studies in Toronto

Canada with a master’s degree in Judaic Studies.

Ackerman joined our Company as the Chief Operating Officer of our subsidiary, CardCash, on December 29, 2023, following the

CardCash Merger.

Ackerman is a experienced operator, Co-founded CardCash.com in 2009, and played a pivotal role in evolving the

operation from a startup with a handful of individuals into a thriving team of over 50 employees.

His visionary leadership and

management acumen have streamlined processes, ensuring the efficient coordination of various departments, including customer

service, shipping, bulk sales, human resources, and loss prevention.

With a track record of success, he continues to drive

operational excellence and contributes to the growth of innovative ventures.

Ackerman graduated from BMG in Lakewood, New

Jersey, with a master’s degree in Judaic Studies.

Bohm graduated from the Institute of Advanced Judaic Studies in Toronto Canada with a master’s

degree in Judaic Studies.

Ackerman joined our Company as the Chief Operating Officer of our subsidiary, CardCash, on December 29, 2023, following the CardCash

Ackerman is a experienced operator, Co-founded CardCash.com in 2009, and played a pivotal role in evolving the operation

from a startup with a handful of individuals into a thriving team of over 50 employees.

His visionary leadership and management acumen

have streamlined processes, ensuring the efficient coordination of various departments, including customer service, shipping, bulk sales,

human resources, and loss prevention.

With a track record of success, he continues to drive operational excellence and contributes to

the growth of innovative ventures.

Ackerman graduated from BMG in Lakewood, New Jersey, with a master’s degree in Judaic Studies.

Harrington was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger.

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and, since November 2015,

Chief Executive Officer of KBHJJ, LLC, each privately held consulting firms controlled by him.

Chief Executive Officer of KBHS, LLC, each privately held consulting firms controlled by him.

A serial entrepreneur, Mr.

appeared as one of the original panelists on the ABC television program, “ Shark Tank, ” from 2009 to 2011.

serves as a director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer

of nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and

supplements, since April 2015.

He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since

March 2016, and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through

infomercials and other direct marketing, from May 2010 to April 2014.

Harrington appeared

as one of the original panelists on the ABC television program, “Shark Tank,” from 2009 to 2011.

He currently serves as a

director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer of

nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and supplements,

since April 2015.

He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since March 2016,

and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through infomercials

and other direct marketing, from May 2010 to April 2014.

Harrington is the author of “Act Now!

How to Turn Ideas

into Million-Dollar Products,” which chronicles his life and experiences in the direct response industry.

Harrington is a co-founder

of two global networking associations, the Entrepreneur’s Organization (formerly the Young Entrepreneurs Organization) in 1997,

and the Electronic Retailing Association in 2000.

Harrington’s in-depth knowledge of the e-commerce market and the broad range

of companies in the industry make him well qualified as a member of the Board.

He also brings transactional expertise in mergers and

acquisitions and capital markets.

How to Turn Ideas into Million-Dollar

Products,” which chronicles his life and experiences in the direct response industry.

Harrington is a co-founder of two global

networking associations, the Entrepreneur’s Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic

Retailing Association in 2000.

Harrington’s in-depth knowledge of the e-commerce market and the broad range of companies in

the industry make him well qualified as a member of the Board.

He also brings transactional expertise in mergers and acquisitions and

capital markets.

Scot Wingo was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger.

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or any waivers of its requirements, as well.

Trading Policies

insider trading policies and procedures governing

the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family

members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, while they are in possession

of material nonpublic information (the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

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

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Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically

More particularly, our policy is to have any related party transactions ( i.e.

, transactions involving a director,

an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the

Board of Directors.

We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a

Board of Directors consisting of a majority of independent directors.

More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer

or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors.

We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors

consisting of a majority of independent directors.

Indemnification

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(i) each individual who served as the principal

executive officer and principal financial officer of RDE, Inc during the years ended December 31, 2023 and 2022;

executive officer and principal financial officer of Giftify, Inc during the years ended December 31, 2024 and 2023;

and (ii) each other

individual who served as an executive officer of RDE, Inc.

at the conclusion of the years ended December 31, 2023 and 2022 and who received

more than $100,000 in the form of salary and bonus during such year.

For the purposes of this report, these individuals are collectively

the “named executive officers” of our Company.

Name and Position

individual who served as an executive officer of Giftify, Inc.

at the conclusion of the years ended December 31, 2024 and 2023 and who

received more than $100,000 in the form of salary and bonus during such year.

For the purposes of this report, these individuals are

collectively the “named executive officers” of our Company.

Incentive Plan

Non-qualified

Ketan Thakker,

Chairman, President and CEO

Director, President CardCash

Marc Ackerman

Chief Operating Officer, CardCash

Aaron Horowitz

President and GC

VP Technology

Includes $50,000 accrued compensation and $100,000 accrued

bonus that was earned but not paid as of December 31, 2023.

President and CEO (1)

President CardCash (1)

Operating Officer, CardCash (1)

Sales, Restaurant.com

Operating Officer, Restaurant.com

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

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

the year ended.

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

and Advisory Agreements

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Thakker’s annual base salary to $400,000.

In addition, Mr.

Thakker shall receive a minimum

annual bonus of $100,000 to be paid in cash, stock or both on terms that shall be mutually acceptable to the Board and Mr.

employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity

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

23, 2024, Giftify Inc.

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

“Agreement”) with Steve Handy, the Company’s Chief Financial Officer (CFO).

Under the terms of the three-year Agreement,

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

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

If the Agreement is terminated

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

Handy a cash payment, payable in equal

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

The equivalent

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

(B) Earned but Unpaid Amounts.

Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned

but unpaid bonus amounts prior to the date of Executive’s termination of employment.

All equity vested

at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated and be deemed vested.

(D) Other Benefits.

shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit

plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination.

Handy also entered into

a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr.

Handy from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter

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

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

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Bohm was the President of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr.

Bohm will remain as President of CardCash, and will join the Board of Directors of RDE as well as serving as a member of the Board of

Directors of CardCash.

Bohm will remain as President of CardCash, and will join the Board of Directors of Giftify as well as serving as a member of the Board

of Directors of CardCash.

Under the terms of the four-year Agreement, Mr.

Bohm shall receive an annual base salary of $375,000 and 1,250,000

restricted shares of RDE’s common stock of which 625,000 shall be issued upon execution of the Agreements and an additional 625,000

restricted shares of RDE’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement.

restricted shares of Giftify’s common stock of which 625,000 shall be issued upon execution of the Agreements and an additional

625,000 restricted shares of Giftify’s common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement.

Bohm shall receive a minimum annual bonus of $100,000.

the Agreement is terminated by Mr.

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Under the terms of the four-year Agreement, Mr.

shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of RDE’s common stock of which 625,000 shall be

issued upon execution of the Agreements and an additional 625,000 restricted shares of RDE’s common stock shall vest 25% or 156,250

shares on each anniversary of the Agreement.

shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify’s common stock of which 625,000 shall

be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify’s common stock shall vest 25%

or 156,250 shares on each anniversary of the Agreement.

In addition, Mr.

Ackerman shall receive a minimum annual bonus of $100,000.

the Agreement is terminated by Mr.

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

Balazs Wellisch

January 16, 2025, Giftify Inc.

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

“Agreement”) with Balazs Wellisch.

Wellisch was the Chief Technology Officer of Restaurant.com, a wholly-owned subsidiary

of the Company, a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand.

terms of the Agreement, Mr.

Wellisch is now the Chief Operating Officer (“COO”) of Restaurant.com.

Under the terms of the

three-year Agreement, Mr.

Wellisch shall receive an annual base salary of $240,000 with a minimum annual merit increase of 5% of his

annual salary in the prior year and a minimum annual bonus of $25,000.

the Agreement is terminated by Mr.

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

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

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

term of the Agreement.

Earned but Unpaid Amounts.

Any previously earned but unpaid salary through Executive’s final date of employment with the Company,

and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment.

All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated

and be deemed vested.

Other Benefits.

The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability

and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately

prior to such termination.

Wellisch also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains

covenants restricting Mr.

Wellisch from engaging in any activities competitive with our business during the term of the employment agreement

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

Compensation Plan Information

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Number of Shares (#)

Market Value of Shares (2)

Market Value of

Balazs Wellisch

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Information.”

This amount reflects the

fair market value of our common stock of $3.50 per share as of April 1, 2023 (the determination of the fair market value by our

board of directors as of the grant date) multiplied by the amount shown in the column for the number of shares that have been granted.

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

number of shares that have been granted.

Director Compensation

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percentage ownership of any other person.

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

Suite 200, Arlington Heights, IL 60004.

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

Drive, Suite 200, Arlington Heights, IL 60004.

Name and Address of Beneficial Owners

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Ketan Thakker, Director and Chief Executive Officer (3)

Steve Handy, Chief Financial Officer (4)

Elliot Bohm, Director, President of CardCash (5)

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

The address of the principal business office of each of the Reporting Persons

is 250 Williams Street, Atlanta, GA 30303.

Gruenhut of Interactive Communications

has the authority to buy and sell securities.

Includes 2,549,252 shares

owned, 133,334 vested but unissued restricted shares, and vested options to purchase 1,622 shares.

Includes 687,500 shares

owned, and 33,333 vested but unissued restricted shares.

Includes 687,500 shares

owned, and 33,333 vested but unissued restricted shares.

Includes 279,217 shares

owned, and vested options to purchase 417,323 shares.

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

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

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

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

Includes 720,833 shares owned.

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

Includes 360,000 shares owned.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Agreement and Plan of Merger, dated as of October 23, 2018, by and between Incumaker, Inc.

and the Company

Exhibit Number

Filed Herewith

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

and CardCash Exchange, Inc.

Certificate of Incorporation

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Specimen Stock Certificate Evidencing the Shares of Common Stock

Executive Employment Agreement dated July 1, 2023 between RDE, Inc.

and Ketan Thakker.

Asset Purchase Agreement dated March 1, 2020 between the Company.

and Restaurant.com, Inc.

Agreement and Plan of Merger dated January 31, 2022 by and among RDE, Inc., GameIQ Acquisition Corp.

and GameIQ, Inc.

2019 Stock Incentive Plan

Promissory Note dated September 20, 2024 Issued by Giftify, Inc.

to Spars Capital Group LLC

Security Agreement dated September 20, 2024, between Giftify, Inc.

and Spars Capital Group LLC

At the Market Issuance Sales Agreement dated October 25, 2024, between Giftify, Inc.

and Ascendiant Capital Markets, LLC.

Strata Purchase Agreement dated December 16, 2024, between Giftify, Inc.

and ClearThink Capital Partners, LLC

Securities Purchase Agreement dated December 16, 2024, between Giftify, Inc.

and ClearThink Capital Partners, LLC

Code of Ethics

Subsidiaries of RDE, Inc.

Power of Attorney

Insider Trading Policy

List of Subsidiaries of Giftify, Inc.

Power of Attorney (included on signature page).

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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

Certification of Chief Financial Officer pursuant to 18 U.S.C.

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

Inline XBRL Instance Document