GIFTIFY, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number 001-42206 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 45-2482974 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1100 Woodfield Road , Suite 510 Schaumburg , IL 60173 (Address of principal executive offices) (ZIP Code) (847) 506-9680 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.001 GIFT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 29,334,336 shares of common stock outstanding as of May 5, 2025. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION F-1 Item 1. Condensed Financial Statements F-1 Condensed Consolidated Balance Sheets – March 31, 2025 (Unaudited) and December 31, 2024 F-1 Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited) F-2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited) F-3 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited) F-5 Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2025 and 2024 (Unaudited) F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 Item 4. Controls and Procedures 9 PART II – OTHER INFORMATION 11 Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Mine Safety Disclosures 11 Item 5. Other Information 11 Item 6. Exhibits 12 i CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, growth, product development, sales, business strategy, statements related to any further expected effects on our business from the coronavirus (“COVID-19”) pandemic, inflation, the Russia-Ukraine conflict, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the continued duration and scope of the COVID-19 pandemic and any impact on the demand for our products; our ability to obtain needed raw materials and components from our suppliers; additional actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to sustain profitable sales growth, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein. ii PART I. FINANCIAL INFORMATION Item 1. Financial Statements GIFTIFY, INC. AND SUBSIDIARIES (FKA RDE, INC.) CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2025 December 31, 2024 As of March 31, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents (includes restricted cash of $ 1,258,826 at March 31, 2025 and December 31, 2024) $ 2,121,814 $ 3,574,876 Accounts receivable 1,591,180 891,666 Inventories 3,825,181 4,116,180 Prepaid expenses and other current assets 308,440 63,210 Total current assets 7,846,615 8,645,932 Property and equipment, net 928,441 1,089,984 Operating lease right of use asset, net 1,329,181 1,406,242 Deposits 65,556 65,556 Intangible assets, net 3,724,415 4,268,332 Goodwill 20,007,670 20,007,670 Total assets $ 33,901,878 $ 35,483,716 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,085,508 $ 1,966,616 Accrued expenses 1,714,629 1,768,607 Customer deposits 271 95,000 Deferred revenue 113,360 77,051 Secured revolving line of credit 3,682,328 3,805,080 Convertible promissory notes 43,887 43,137 Secured note payable — related party, net of debt discount of $ 0 and $ 4,000 , at March 31, 2025 and December 31, 2024, respectively - 2,060,274 Notes payable, current portion, net of debt discount of $ 12,857 and $ 0 , at March 31, 2025 and December 31, 2024, respectively 1,906,361 1,717,632 Operating lease liability, current portion 326,770 316,612 Total current liabilities 9,873,114 11,850,009 Notes payable, net of current portion 664,500 615,000 Deferred income taxes 976,142 1,123,000 Operating lease liability, net of current portion 1,048,620 1,133,371 Total liabilities 12,562,376 14,721,380 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; 29,273,359 and 27,021,423 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 29,267 27,015 Additional paid-in-capital 112,471,311 108,679,065 Common stock issuable, 350,843 and 383,343 shares, respectively 350,843 350,843 Accumulated deficit ( 91,511,919 ) ( 88,294,587 ) Total stockholders’ equity 21,339,502 20,762,336 Total liabilities and stockholders’ equity $ 33,901,878 $ 35,483,716 The accompanying notes are an integral part of these consolidated financial statements. F- 1 GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2025 2024 (Unaudited) (Unaudited) Net Sales $ 22,277,013 $ 21,521,894 Cost of sales 18,695,377 18,264,618 Gross profit 3,581,636 3,257,276 Operating Expenses Selling, general and administrative expenses 6,043,841 5,214,041 Depreciation of capitalized software costs 161,543 378,737 Amortization of intangible assets 543,917 607,917 Total operating expenses 6,749,301 6,200,695 Loss from operations ( 3,167,665 ) ( 2,943,419 ) Other expense: Interest expense ( 209,571 ) ( 247,301 ) Total other expense, net ( 209,571 ) ( 247,301 ) Net loss before income tax benefit ( 3,377,236 ) ( 3,190,720 ) Income tax benefit 159,904 - Net loss $ ( 3,217,332 ) $ ( 3,190,720 ) Net loss per share – basic and diluted $ ( 0.11 ) $ ( 0.13 ) Weighted average common shares outstanding – basic and diluted 28,354,277 25,004,222 The accompanying notes are an integral part of these consolidated financial statements. F- 2 GIFTIFY, INC. AND SUBSIDIARIES (FKA RDE, INC.) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) For the Three Months Ended March 31, 2025 Shares Amount Shares Amount Capital Deficit Equity Common Stock Common Stock Issuable Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2024 27,021,423 $ 27,015 350,843 $ 350,843 $ 108,679,065 $ ( 88,294,587 ) $ 20,762,336 Fair value of vested options - - - - 994,295 994,295 Fair value of vested restricted stock units 266,667 267 - - 568,442 568,709 Fair value of common stock issued for services 158,332 158 - - 238,972 239,130 Fair value of common stock issued for vendor settlement 75,000 75 108,675 108,750 Issuance of common stock for cash under at-the-market sale agreement, net 764,743 765 - - 1,030,349 1,031,114 Issuance of common stock for cash under stock purchase agreement, net 387,194 387 374,113 374,500 Issuance of common stock for cash under public placement 600,000 600 - - 477,400 478,000 Net loss - - - - - ( 3,217,332 ) ( 3,217,332 ) Balance, March 31, 2025 (Unaudited) 29,273,359 $ 29,267 350,843 $ 350,843 $ 112,471,311 $ ( 91,511,919 ) $ 21,339,502 F- 3 For the Three Months Ended March 31, 2025 (Unaudited) Shares Amount Shares Amount Capital Deficit Equity Successor: Common Stock Common Stock Issuable Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2023 24,119,967 $ 24,114 383,343 $ 383,343 $ 93,376,244 $ ( 69,462,507 ) $ 24,321,194 Balance 24,119,967 $ 24,114 383,343 $ 383,343 $ 93,376,244 $ ( 69,462,507 ) $ 24,321,194 Fair value of vested options - - - - 37,126 37,126 Fair value of vested restricted stock units - - - - 1,044,250 1,044,250 Issuance of common stock for services 50,000 50 - - 217,450 217,500 Common shares issued on cashless exercise of stock options 1,130 1 - - ( 1 ) - Common shares issued 12,500 13 ( 12,500 ) ( 12,500 ) 12,487 - Issuance of private placement of common stock for cash 1,354,500 1,354 - - 2,707,646 2,709,000 Net loss - - - - - ( 3,190,720 ) ( 3,190,720 ) Balance, March 31, 2024 (Unaudited) 25,538,097 $ 25,532 370,843 $ 370,843 $ 97,395,202 $ ( 72,653,227 ) $ 25,138,350 Balance 25,538,097 $ 25,532 370,843 $ 370,843 $ 97,395,202 $ ( 72,653,227 ) $ 25,138,350 F- 4 GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 3,217,332 ) $ ( 3,190,720 ) Adjustments to reconcile net loss to net cash provided by operating activities Fair value of vested stock options 994,295 37,126 Fair value of vested restricted common stock 568,709 1,044,250 Fair value of common stock issued for services 239,130 217,500 Loss on fair value of common stock issued for settlement of vendor 33,750 - Depreciation of capitalized software costs 161,543 378,737 Amortization of intangible assets 543,917 607,917 Amortization of debt discount 6,143 - Accrued interest ( 62,438 ) 15,934 Changes in operating assets and liabilities: Accounts receivable ( 699,514 ) 569,794 Inventories 290,999 678,068 Prepaid expenses and other current assets ( 245,230 ) ( 127,172 ) Right of use assets 77,061 65,632 Accounts payable 193,893 ( 374,262 ) Accrued expenses ( 53,978 ) 305,141 Customer deposits ( 94,729 ) - Deferred revenue 36,309 ( 168,818 ) Deferred taxes ( 146,858 ) - Operating lease liability ( 74,594 ) ( 65,763 ) Net cash used in operating activities ( 1,448,924 ) ( 6,636 ) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures - ( 224,815 ) Net cash provided by investing activities - ( 224,815 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from line of credit 30,435,894 26,070,274 Repayment of line of credit ( 30,558,645 ) ( 26,746,739 ) Proceeds from note payable 985,000 - Repayment of notes payable ( 750,000 ) - Repayment of notes payable – related party ( 2,000,000 ) - Proceeds from sale of common stock, net of expenses, under at-the-market sale agreement 1,031,113 - Proceeds from sale of common stock, net of expenses, under stock purchase agreement 374,500 - Proceeds from public offering of common stock 478,000 - Repayment of acquisition obligation - ( 500,000 ) Proceeds from private placement of common stock - 2,709,000 Net cash provided by (used in) financing activities ( 4,138 ) 1,532,535 Net increase (decrease) in cash and cash equivalents ( 1,453,062 ) 1,301,084 Cash and cash equivalents beginning of period 3,574,876 4,099,737 Cash and cash equivalents end of period $ 2,121,814 $ 5,400,821 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 232,877 $ - Taxes paid $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Common shares issued for trade accounts payable $ 108,750 $ - The accompanying notes are an integral part of these condensed consolidated financial statements. F- 5 GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2025 and 2024 (Unaudited) 1. Organization and Basis of Presentation Giftify, Inc. (the “Company” or “Giftify”) was formed in 2011. Since 2020, the Company, 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. In December 2023, the Company acquired CardCash Exchange Inc (“CardCash”, see Note 3). CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup. During the three months ended March 31, 2025 and 2024, Card Cash accounted for 98 % and 98 % , respectively, of the Company’s revenues. On September 4, 2024, the Company’s Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change the Company’s name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references throughout this filing to RDE, Inc. have been changed to Giftify, Inc. On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31,2025. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Card Cash Exchange, Inc. All intercompany balances and transactions have been eliminated in consolidation. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going Concern , the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date the accompanying financial statements were issued. Giftify and CardCash have a history of reporting net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The 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. As 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. There 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. F- 6 2. Significant Accounting Policies Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, 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. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers . The 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 restaurants. Revenue 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 it collects. Certain 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. Amounts billed and due from the Company’s customers are classified as accounts receivable on the balance sheet. Amounts received in advance from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied. The Company 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. Other Sale of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues The 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). F- 7 In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended March 31, 2025 and 2024: Schedule of Disaggregation of Revenue Sales Channels CardCash Gift Cards Restaurant.com Gift Cards and Coupons Advertising Total Three Months Ended March 31, 2025 Business to consumer (B2C) $ 10,496,215 $ 90,090 $ 34,931 $ 10,621,236 Business to business (B2B) 11,370,899 284,878 - 11,655,777 Total $ 21,867,114 $ 374,968 $ 34,931 $ 22,277,013 Three Months Ended March 31, 2024 Business to consumer (B2C) $ 10,156,804 $ 99,874 $ 15,438 $ 10,272,116 Business to business (B2B) 11,003,203 246,575 - 11,249,778 Total $ 21,160,007 $ 346,449 $ 15,438 $ 21,521,894 Cost of Sales Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs. Business Combinations The 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. Intangible Assets The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of customer relationships, trade name, and developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three years. The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. Goodwill Goodwill represents the excess purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired. Goodwill that arose from acquisition of CardCash (see Note 3) was $ 20,007,669 . Under ASC 350 Intangibles-Goodwill and Other , goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31. Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there is only one reporting unit. No impairment indicators were identified as of March 31, 2025. F- 8 Long-Lived Assets The Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events or changes 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 March 31, 2025. Leases The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. 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. Leases with an initial term of 12 months or less are not included on the balance sheets. Advertising The Company expenses advertising costs as incurred and amounted to $ 290,684 and $ 261,042 for the three months ended March 31, 2025 and 2024, respectively, which are recorded in general and administrative in the Statements of Operations. Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. 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. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. 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 risk-free interest rate is estimated using comparable published federal funds rates. Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. F- 9 Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At March 31, 2025 and 2024, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share March 31, 2025 March 31, 2024 Convertible notes payable 29,258 27,258 Common stock issuable 350,843 370,843 Common stock options 4,543,250 717,782 Total 4,923,351 1,115,883 The 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 periods ended March 31, 2025 and 2024, such common stock equivalents would have been excluded from the calculation of net loss per share. Fair Value of Financial Instruments Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processors, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash. The credit risk exposure surrounding trade accounts receivable are limited as these amounts represent the timing difference between payments being settled by credit card processors and the cash being provided to the Company. No significant customers comprised more than 10 % of accounts receivable or revenue as of and for the period ended March 31, 2025 and 2024. F- 10 The Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced a loss on this account. Segment Information 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). Recent 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; 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. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. 3. Acquisition of Card Cash On 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. The 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 fair values as of the date of acquisition. 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. 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. F- 11 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: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair Value Fair value of consideration: Cash $ 750,000 Notes payable (see Note 11) 1,500,000 Common stock ( 6,108,007 shares of common stock at $ 4.00 per share) 24,432,000 Total purchase price $ 26,682,000 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 2,061,265 Accounts receivable 1,582,635 Inventories 4,152,273 Prepaids, deposits, and other 220,385 Property and equipment, net 2,563,312 Accounts payable and accrued liabilities ( 2,068,154 ) Line of credit ( 6,737,385 ) Deferred tax liability ( 1,800,000 ) Net tangible assets ( 25,669 ) Intangible assets: Developed technology 2,600,000 Trade name 2,400,000 Customer relationships 1,700,000 Net identifiable intangible assets 6,700,000 Goodwill 20,007,669 Fair value of net asset acquired $ 26,682,000 4. Property and Equipment, Net Property and equipment, net consisted of the following: Schedule Property and Equipment, Net March 31, 2025 December 31, 2024 Website development costs $ 2,533,466 $ 2,533,466 Leasehold improvements 29,846 29,846 Property and equipment, gross 2,563,312 2,563,312 Accumulated depreciation ( 1,634,871 ) ( 1,473,328 ) Property and equipment, net $ 928,441 $ 1,089,984 Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 161,543 and $ 378,737 , respectively. F- 12 5. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: Schedule of Other Intangible Assets March 31, 2025 December 31, 2024 Goodwill $ 20,007,669 $ 20,007,669 Schedule of Goodwill and Intangible Assets March 31, 2025 December 31, 2024 Intangible Assets Customer relationships $ 1,700,000 $ 1,700,000 Trade name 2,400,000 2,400,000 Developed technology 2,600,000 2,600,000 Intangible assets, gross 6,700,000 6,700,000 Accumulated amortization ( 2,975,585 ) ( 2,431,668 ) Intangible assets, net $ 3,724,415 $ 4,268,332 On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded goodwill of $ 20,007,669 . On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $ 6,700,000 . At December 31, 2024, the unamortized intangible asset balance was $ 4,268,332 . During the three months ended March 31, 2025, the Company recorded an amortization expense of $ 543,917 , leaving a remaining unamortized intangible asset balance of $ 3,724,415 at March 31, 2025. Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows: Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives Description Weighted Average Useful Life (in years) Description Weighted Average Useful Life (in years) Customer relationships 3 Trademarks, trade names and service marks 3 Developed technology 3 Remaining useful lives 3 Amortization expense on intangible assets was as follows: Schedule of Amortization Expense on Intangible Assets Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Amortization expense $ 543,917 $ 607,917 Estimated amortization expense for the Company is as follows: Schedule of Estimated Amortization Expense 2025 (Remainder) $ 1,590,249 2026 2,134,166 Total $ 3,724,415 F- 13 6. Leases The Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location was renewed in April 2024 for a 60-month period ending in April 2029. The Company’s operating lease liability balance was $ 1,449,983 as of December 31, 2024. During the three months ended March 31, 2025, the Company made payments of $ 74,594 against its operating lease liability, resulting in a lease liability of $ 1,375,390 as of March 31, 2025, of which the current portion of lease liability was $ 326,770 , and a long-term lease liabilities balance of $ 1,048,620 . During the three months ended March 31, 2025 and 2024, lease costs totaled approximately $ 77,062 and $ 75,580 , respectively. As of March 31, 2025, the weighted average remaining lease terms for operating lease is 3.82 years, and the weighted average discount rate for operating lease is 8.00 %. Maturities of the Company’s operating lease liabilities are as follows as of March 31, 2025: Schedule of Maturities of Operating Lease Liabilities As of March 31, 2025 2025 (remaining) $ 320,578 2026 438,374 2027 382,954 2028 359,654 2029 105,927 Thereafter - Total 1,607,487 Less: Imputed interest ( 232,097 ) Total operating lease liability $ 1,375,390 7. Secured Revolving Line of Credit The outstanding line of credit consists of the following at March 31, 2025 and December 31, 2024: Schedule of Line of Credit March 31, 2025 December 31, 2024 Line of credit $ 3,682,328 $ 3,805,080 In 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 March 31, 2025 and December 31, 2024, the average interest rate was 12 % and 12 %, respectively. As of March 31, 2025, the Company complied with customary debt covenants. At March 31, 2025 and December 31, 2024, the line of credit requires a deposit of $ 1,258,826 , included in restricted cash. 8. Convertible Debt Convertible debt consists of the following at March 31, 2025 and December 31, 2024: Schedule of Convertible Debt March 31, 2025 December 31, 2024 Incumaker, Inc. principal balance $ 20,000 20,000 Accrued interest 23,887 20,137 Total principal and accrued interest (all current) $ 43,887 $ 40,137 F- 14 On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues 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 March 31, 2025, the principal balance of $ 20,000 , and accrued interest of $ 23,887 , are convertible at $ 1.50 per share into 29,258 shares of the Company’s common stock. 9. Secured Notes Payable – Related Party Secured notes payable to a related party consists of the following at March 31, 2025 and December 31, 2024: Schedule of Notes Payable Related Party March 31, 2025 December 31, 2024 Secured note payable – related party $ - $ 2,000,000 Less debt discount - ( 4,000 ) Total principal balance - 1,996,000 Accrued interest - 64,274 Total principal and accrued interest - 2,060,274 Less current portion - ( 2,060,274 ) Non-current portion $ - $ - On 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 . During the three months ended March 31, 2025, the Company paid the Note and accrued interest in full, and the Note was retired. 10. Notes Payable Notes payable consist of the following at March 31, 2025 and December 31, 2024: Schedule of Notes Payable March 31, 2025 December 31, 2024 CardCash acquisition notes payable $ 750,000 $ 1,500,000 Real Word Digital Assets note payable 1,000,000 - GameIQ acquisition note payable 62,100 75,928 Economic Injury Disaster Loans (EIDL) note payable 664,500 664,500 Less debt discount ( 12,857 ) - Total principal balance 2,463,743 2,240,428 Accrued interest 107,118 92,204 Total principal and accrued interest 2,570,861 2,332,632 Less current portion ( 1,906,361 ) ( 1,717,632 ) Non-current portion $ 664,500 $ 615,000 CardCash Acquisition Notes Payable On December 29, 2023, the Company issued two-year promissory notes totaling $ 1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $ 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 three months ended March 31, 2025, the Company made principal payments of $ 750,000 , leaving at March 31, 2025, an aggregate principal balance outstanding of $ 750,000 and accrued interest payable of $ 84,375 . F- 15 Real World Digital Assets Note Payable On 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 . The Note has an origination fee and expenses of $ 15,000 , which were recorded as a debt discount and are 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 Giftify under the terms of a security agreement and is subordinated only to the line of credit owed by the 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). As of March 31, 2025, the notes payable had a principal balance outstanding of $ 1,000,000 , a debt discount balance of $ 12,857 , and accrued interest payable of $ 12,918 . GameIQ Acquisition Note Payable On 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”). As 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 March 31, 2025, the notes payable had an aggregate principal balance outstanding of $ 62,100 and accrued interest payable of $ 1,186 (see Note 15). Economic Injury Disaster Loans (EIDL) On 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. The 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, 2024, the note payable had a principal balance outstanding of $ 664,500 and accrued interest payable of $ 15,558 . As of March 31, 2025, the note payable had a principal balance outstanding of $ 664,500 and accrued interest payable of $ 8,638 . 11. Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.001 per share. As of March 31, 2025 and December 31, 2024, there were no shares of preferred stock issued and outstanding. Common Stock The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share. As of March 31, 2025 and December 31, 2024, the Company had 29,273,359 shares and 27,021,423 shares, respectively, of common stock issued and outstanding. Common Stock Transactions Three Months Ended March 31, 2025 Common Shares Issued on Vesting of Restricted Stock During the three months ended March 31, 2025, the Company issued 266,667 shares on vesting of restricted common stock to its employees and executive. Common Stock Issued for Services During the three months ended March 31, 2025, the Company issued 158,332 shares of common stock with a fair value of $ 239,130 , or $ 1.51 per share, for service rendered. F- 16 Issuance of Common Stock for Settlement of Vendor Balance During the three months ended March 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 consolidated statement of operations. Issuance of Common Stock on At-the-Market Issuance Sales Agreement During the three months ended March 31, 2025, the Company sold 764,743 shares of Common Stock and received proceeds, net of expenses, of $ 1,031,113 , or an average of $ 1.35 per share, utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC. Issuance of Common Stock on Stock Purchase Agreement On December 16, 2024, the Company entered into a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, 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 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 purchase notice to be $ 25,000 . The Company will receive financing in an amount equal to 99% of the average of the closing prices of the Company shares of common stock on the Nasdaq stock market during the Valuation Period that is defined as three business days preceding the purchase date with respect to a request notice. 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. During the three months ended March 31, 2025, the Company received net proceeds of $ 374,500 from ClearThink Capital, which purchased 387,194 shares of the Company’s common stock. On February 4, 2025, the Company exercised its right to terminate the SPA effective by mutual agreement of the parties. Issuance of Common Stock on Public Offering On 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. 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. On 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 $ 478,000 . Common Stock Issuable At March 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. F- 17 Three Months Ended March 31, 2024 Issuance of Common Stock for Services During the three months ended March 31, 2024, the Company issued 50,000 shares of common stock with a fair value of $ 217,500 , or $ 4.35 per share, to a consultant for services rendered. Issuance of Private Placement of Common Stock During the three months ended March 31, 2024, the Company received net proceeds of approximately $ 2,709,000 for the sale of 1,354,500 shares of common stock at $ 2.00 per share, as part of a private placement. Common Stock Issuable At 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 three months ended March 31, 2024, the Company issued 12,500 shares of common stock, leaving 370,843 shares of common stock issuable in the accompanying consolidated financial statements at March 31, 2024. 12. Share-Based Compensation Summary of Restricted Common Stock The following table summarizes restricted stock activity during the three months ended March 31, 2025: Schedule of Restricted Stock Unvested Shares Issuable Shares Fair Value at Date of Issuance Weighted Average Grant Date Fair Value Balance, December 31, 2024 1,320,835 - $ 4,531,224 3.43 Granted 450,000 - 414,000 0.92 Vested ( 266,668 ) 266,668 - - Forfeited - - - - Issued - ( 266,668 ) ( 568,709 ) - Balance, March 31, 2025 1,504,167 - $ 4,376,515 $ 2.91 On 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 other officers with an aggregate fair value of $ 414,000 or $ 0.92 per share. The restricted stock grant vest monthly over a 36-month period. On 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 . During the three months ended March 31, 2024, the Company issued 141,666 of these shares of restricted stock with a fair value of $ 597,831 based upon its vesting term. Effective on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by the Company and now remain in those positions following the acquisition. Bohm also joined the Board of Directors of the Company. Under the terms of the four-year agreements, Mr. Bohm and Mr. Ackerman each received an annual base salary of $ 375,000 and a one-time award of 1,250,000 restricted shares of the Company’s common stock with aggregate fair value of $ 10 million, which 50 % vesting immediately, and the remaining 50 % vesting over 4 years equally on each anniversary of the closing of the acquisition of CardCash. During the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of $ 568,709 and $ 1,044,250 and issued 266,668 shares of restricted stock based upon its vesting term of the grants. As of March 31, 2025, the unamortized stock compensation expense amounted to $ 4,376,515 , to be expensed upon vesting in future periods through February 2028. F- 18 Summary of Stock Options A summary of stock option activity is presented below: Schedule of Stock Options Number of Weighted Average Options Exercise Price Stock options outstanding at December 31, 2024 4,122,830 $ 4.28 Granted 1,170,000 4.01 Exercised - - Expired or forfeited ( 749,580 ) ( 1.05 ) Stock options outstanding at March 31, 2025 4,543,250 $ 4.28 Stock options exercisable at March 31, 2025 2,532,250 $ 4.32 On 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 over 36 months equally. 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. The total 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. During the three months March 31, 2025 and 2024, the Company recognized $ 994,295 and $ 37,126 of stock compensation expense relating to vested stock options. As of March 31, 2025, the aggregate amount of unvested compensation related to stock options was approximately $ 4,621,872 which will be recognized as an expense as the options vest in future periods through February 2028. The weighted average remaining contractual life of common stock options outstanding and exercisable at March 31, 2025, was 8.38 years. Based on a fair market value of $ 1.96 per share on March 31, 2025, the intrinsic value attributed to exercisable but unexercised common stock options was $ 279,662 at March 31, 2025. The exercise prices of common stock options outstanding and exercisable at March 31, 2025 are as follows: Schedule of Options Summarized by Exercise Price Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 0.92 1,170,000 65,000 $ 1.05 7,500 7,500 $ 1.25 28,500 28,500 $ 1.50 400,000 400,000 $ 2.50 50,000 50,000 $ 3.00 100,000 100,000 $ 3.35 67,500 67,500 $ 4.22 2,718,000 1,812,000 $ 363.17 1,750 1,750 4,543,250 2,532,250 13. Commitments and Contingencies From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. F- 19 14. Segment information The 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. The 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. The 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 Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Net sales $ 22,277,013 $ 21,521,894 Cost of sales 18,695,377 18,264,618 Gross profit 3,581,636 3,257,276 Less: Employee compensation and benefits 1,551,307 1,485,319 Stock-based compensation expense 1,563,005 1,082,375 Merchant and bank fees 1,115,030 919,443 Consulting and outside provider costs 808,413 961,346 Sales and marketing expenses 565,395 556,247 Depreciation of capitalized software costs 161,543 378,737 Amortization of intangible assets 543,917 607,917 Other operating expenses 440,691 209,311 Total operating expenses 6,749,301 6,200,695 Loss from operations $ ( 3,167,665 ) $ ( 2,943,419 ) 15. Subsequent Events Issuance of Common Stock on At-the-Market Issuance Sales Agreement Subsequent to March 31, 2025, the Company sold 60,977 shares of Common Stock and received proceeds net of expenses of $ 109,675 , utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC. Repayment of Note Payable Subsequent to March 31, 2025, the Company repaid in full its GameIQ acquisition note payable (see Note 10). Secured Revolving Line of Credit Amendment On April 23, 2025, CardCash Exchange, Inc. (“CardCash”), a wholly owned subsididary of the registrant (“Giftify”), entered into a second amended and restated secured promissory note (the “Note”) with Pathward, National Association (“Pathward”) (see Note 7) in the principal amount of $ 7,000,000 that amends and restates the Amended and Restated Promissory Note dated December 23, 2020, in the original principal amount of $ 10,000,000 (the “Original Note”) and bearing annual interest of 3 % in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”). Interest on the Note fluctuates with each change in the prime rate so published. If at any time Pathward either abandons the use of the Wall Street Journal prime rate or the Wall Street Journal prime rate is no longer published, then Pathward will establish a similar replacement rate in its sole discretion but at no time will the Effective Rate be less than 6.50% per annum. CardCash must pay interest on the principal amount which is outstanding each month in arrears commencing on the first day of the month following the funding of the transaction and continuing on the first day of each month thereafter until the unpaid principal and interest are fully paid. Any failure to pay the entire amount when due will be an event of default that will result in an interest charge at the “Extra Rate” that is defined in the Note as the Effective Rate plus 8.00 % per annum. The Note is collateralized by a blanket lien on the assets of CardCash under the terms of an Amended and Restated Loan and Security Agreement dated December 23, 2020. Under Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment No. 2”) executed on April 23, 2025, advances under the Note may be measured against a percentage of Eligible Accounts and Eligible Inventory as those terms are defined in Amendment No. 2. The amount advanced as a loan under the Noted 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 in Amendment No. 2), plus 100% of the Product Costs for Eligible Inventory (as those capitalized terms are defined in Amendment No. 2), provided however, that the Product Costs for Eligible Inventory consisting of Prepaid Inventory shall not exceed $750,000. In addition, if CardCash terminates Amendment No. 2 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 (as those terms are defined under Amendment No. 2) due under the Agreement. The required minimum cash collateral balance decreased from $ 1,250,000 to $ 1,000,000 , releasing $ 250,000 to CashCard. F- 20 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2024, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements. Background On September 4, 2024, our Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references to RDE, Inc. have been changed to Giftify, Inc. On August 6, 2024, The Nasdaq Stock Market granted our application for listing on the Nasdaq. On August 18, 2023, we entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of accounting. CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup. On March 1, 2020, we acquired the assets of Restaurant.com, Inc., a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Business Overview We have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com. CardCash CardCash operates as a leading gift card exchange platform, facilitating the purchase and sale of unwanted gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market. CardCash’s core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases. CardCash purchases unwanted 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. With advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception. Restaurant.com Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 10,000 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles. 1 Restaurant.com Business to Customer Division To our database of 6.2 million customers, we sell: ● Discounted certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire. ● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months. ● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase Restaurant.com Business to Business Division We sell certificates and Discount Dining Passes to corporations and marketers, which use them to: ● generate new customers; ● increase sales at the point of sale; ● reward points/customer loyalty; ● convert to paperless billing and auto-bill payment. ● motivate specific customer behavior such as free home repair estimates and test drives for auto dealers; ● renew subscriptions and memberships; and ● address customer service issues. Restaurant.com Other Business We also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue. Restaurant.com Attractive Customer Demographics We intend to grow and leverage our customer database of 6.2 million which we believe is of value to merchants for a variety of services and products. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, adversely affected work forces, economies and financial markets globally. The outbreak has negatively impacted our revenues as a result of the temporary closures of restaurants throughout the United States where our discount certificates and Discount Dining Passes were accepted and where dining was being restricted to outdoor locations or to capacity constraints for indoor dining. Our revenues from purchase of our discount certificates in 2020, 2021 and 2022 declined since they could only be redeemed when dining in the restaurants and also were not accepted for payment by third-party platforms that facilitated ordering and delivery of food on-demand. As the COVID-19 pandemic has abated, our revenues improved in fiscal 2023. 2 Inflation Global inflation also increased during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected. Going Concern The Company has a history of reporting net losses. At March 31, 2025, the Company had cash of $2,121,814 available to fund its operations, including expansion plans, and to service its debt, and a negative working capital of $2,075,999. Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities. As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The 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. As 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. There 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. 3 Results of Operations – Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024 GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2025 2024 (Unaudited) (Unaudited) Net Sales $ 22,277,013 $ 21,521,894 Cost of sales 18,695,377 18,264,618 Gross profit 3,581,636 3,257,276 Operating Expenses Selling, general and administrative expenses 6,043,841 5,214,041 Amortization of capitalized software costs 161,543 378,737 Amortization of intangible assets 543,917 607,917 Total operating expenses 6,749,301 6,200,695 Loss from operations (3,167,665 ) (2,943,419 ) Other income (expense): Interest expense (209,571 ) (247,301 ) Total other income (expense), net (209,571 ) (247,301 ) Net loss before income taxes (3,377,236 ) (3,190,720 ) Income tax (expense) benefit 159,904 - Net loss $ (3,217,332 ) $ (3,190,720 ) Net Sales Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 CardCash $ 21,867,114 $ 21,160,007 Restaurant.com 409,899 361,887 Net Sales $ 22,277,013 $ 21,521,894 CardCash Net sales for the three months ended March 31, 2025 and 2024, were $21,867,114 and $21,160,007, respectively. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 14.7%, as compared to a gross margin of 13.8% in the prior year period, which generated an increase in gross profit as compared to the prior year period. Restaurant.com Net Sales for the three months ended March 31, 2025 and 2024, were $409,899 and $361,886, respectively. 4 Cost of Sales Three Months Ended March 31, 2025 Three Months Ended March 31, 2025 CardCash $ 18,659,017 $ 18,237,448 Restaurant.com 36,360 27,170 Cost of Sales $ 18,695,377 $ 18,264,618 CardCash Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the three months ended March 31, 2025 and 2024, were $18,659,017 and $18,237,448, respectively. Gross profit increased $ $285,850, or 9.8%, as compared to the prior year period. Our gross margin, as a percentage of sales, were 14.7% and 13.8%, for the three months ended March 31, 2025 and 2024, respectively. Restaurant.com Cost of sales for the three months ended March 31, 2025 and 2024, were $36,360 and $27,170, respectively. Operating Expenses Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Selling, general and administrative expenses $ 6,043,841 $ 5,214,041 Amortization of capitalized software costs 161,543 378,737 Amortization of intangible assets 543,917 607,917 Operating expenses $ 6,749,301 $ 6,200,695 Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs. Selling, general and administrative expenses were $6,043,841 for the three months ended March 31, 2025, as compared to $5,214,041 for the three months ended March 31, 2024, an increase of $829,800. The increase was from increased stock-based compensation expense of $481,628 during the three months ended March 31, 2025, increased payroll and benefit expenses, and general changes in our business and operations. Amortization of capitalized software costs . Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $161,543 during the three months ended March 31, 2025, as compared to $378,737 during the three months ended March 31, 2024. Amortization of intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $543,917 during the three months ended March 31, 2025, as compared to amortization expenses of $607,917 during the three months ended March 31 2024. 5 Loss from Operations For the three months ended March 31, 2025, we incurred a loss from operations of $ 3, 167 ,665, as compared to a loss from operations of $2,943,419 for the three months ended March 31, 2024. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, and operating costs, as discussed above. Other Expenses For the three months ended March 31, 2025, we incurred interest expense of $209,571, as compared to interest expense of $247,301 for the three months ended March 31, 2024. The decrease in interest expense was due to our decreased debt balances. Income Tax Benefit For the three months ended March 31, 2025, we realized an income tax benefit of $159,904 as compared to an income tax benefit of $0 for the three months ended March 31, 2024. Net Loss We realized a net loss of $3,217,332 for the three months ended March 31, 2025, as compared to a net loss of $3,190,720 for the three months ended March 31, 2024. The increase in net loss was due to our increased gross profit, decreased interest expense, and income tax benefit, offset by increased stock-based compensation expense and operating costs, as discussed above. Modified EBITDA In addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended March 31, 2025 and 2024 (unaudited): Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Net Loss $ (3,217,332 ) $ (3,190,720 ) Modified EBITDA adjustments: Income taxes (159,904 ) - Interest expense 209,571 247,301 Amortization of intangible assets 543,917 607,917 Amortization of capitalized software costs 161,543 378,737 Loss on fair value of stock issued on vendor settlement 33,750 - Stock option and other noncash compensation 1,802,135 1,298,876 Total Modified EBITDA adjustments 2,591,012 2,532,831 Mofified EBITDA $ (626,320 ) $ (657,889 ) We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following: ● Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; ● Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ● Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and ● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements. Critical Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers . The Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants. Revenue 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, order confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects. Share-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. 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. 6 Acquisitions and Business Combinations The 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. Recent Accounting Pronouncements See discussion of recent accounting pronouncements in Note 1 to the accompanying financial statements. Liquidity and Capital Resources The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern. Going Concern Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities. We have a history of reporting net losses. At March 31, 2025, we had cash of $2,121,814 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $2,026,499. We anticipate our cash balance will last until approximately December 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm has included an explanatory paragraph in their report with respect to this uncertainty that accompanies the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024. The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited consolidated financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our 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. As market conditions present uncertainty as to our ability to secure additional funds, there can be no assurances that we will be able to secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations. There is also significant uncertainty as to the amount and type of financing available to us in the future. If we are unable to obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely. Our consolidated statements of cash flows as discussed herein are presented below. Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Net cash used in operating activities $ (1,448,924 ) $ (6,636 ) Net cash used in investing activities - (224,815 ) Net cash (used in) provided by financing activities (4,138 ) 1,532,535 Net increase (decrease) in cash and cash equivalents $ (1,453,062 ) $ 1,301,084 7 Operating Activities Cash provided by or used in operating activities primarily consists of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities. Cash used in operating activities for the three months ended March 31, 2025 was approximately $1,448,924 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities. Cash used in operating activities for the three months ended March 31, 2024 was approximately $6,636 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities. Investing Activities The Company had no cash flows from investing activities for the three months ended March 31, 2025. Cash used for investing activities for the three months ended March 31, 2024 was $224,815, which was for capital expenditures. Financing Activities Cash used in financing activities for the three months ended March 31, 2025 was $4,138, which was from proceeds of $1,883,613 on the sale of common stock, net proceeds of $985,000 from a note payable, offset by repayment of our line of credit balance of $122,752, and repayment of our notes payable of $2,750,000. Cash provided by financing activities for the three months ended March 31, 2024 was $1,532,535, which was from proceeds of $2,709,000 on the private sale of common stock, less partial repayment of our line of credit balance of $676,465, and payment of $500,000 on our acquisition obligation. Secured Revolving Line of Credit In 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 March 31, 2025 and December 31, 2024, the average interest rate was 12% and 12%, respectively. As of March 31, 2025, the Company complied with customary debt covenants. At March 31, 2025 and December 31, 2024, the line of credit requires a deposit of $1,258,826, included in restricted cash. Convertible Debt On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues 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 March 31, 2025, the principal balance of $20,000, and accrued interest of $23,887, are convertible at $1.50 per share into 29,258 shares of the Company’s common stock. Notes Payable CardCash Acquisition Notes Payable On December 29, 2023, the Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $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 three months ended March 31, 2025, the Company made principal payments of $750,000, leaving at March 31, 2025, an aggregate principal balance outstanding of $750,000 and accrued interest payable of $84,375. 8 Real World Digital Assets On 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. The Note has an origination fee and expenses of $15,000, which were recorded as a debt discount and are 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 Giftify under the terms of a security agreement and is subordinated only to the line of credit owed by the 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). As of March 31, 2025, the notes payable had a principal balance outstanding of $1,000,000, a debt discount balance of $12,857, and accrued interest payable of $12,918. Economic Injury Disaster Loans (EIDL) On 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. The 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, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558. As of March 31, 2025, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $8,638. Off-Balance Sheet Arrangements At March 31, 2025 and December 31, 2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements. Item 3. Quantitative and Qualitative Disclosures About Market Risk. A smaller reporting company is not required to provide the information required by this Item. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024, and have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below in the subsection titled “ Management’s Annual Report on Internal Control over Financial Reporting. Notwithstanding 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. GAAP. On December 29, 2023, the Company completed the acquisition of CardCash Exchange Inc (“CardCash”). As a result of the merger, the Company adopted the controls and procedures of CardCash. 9 Inherent Limitations on Effectiveness of Controls Management does not expect the Company’s disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s controls and procedures are designed to provide reasonable assurance that control system’s objective will be met, and the CEO and CFO have concluded that the Company’s disclosure controls and procedures are ineffective at the reasonable assurance level. 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 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, 2024, 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. As 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. Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting In 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: ● Continue to design and implement ITGCs, focusing on user access controls, periodic access reviews, and change management; ● Continue to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data; and ● Continue to provide training to our control operators. We 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 10 Remediation of Previously Identified Material Weaknesses In the year ending December 31, 2023, we had the following material weakness: The 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. As of December 31, 2024, management implemented the following to address the previously identified material weakness. ● hiring a Chief Financial Officer in August 2024, who has extensive experience leading public companies; ● executing plans to remediate control deficiencies and performing a risk assessment under the COSO framework; and ● ensuring optimal segregation of duties and levels of oversight. Management 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 Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. Item 1A. Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 11 Item 6. Exhibits The following exhibits are filed herewith as a part of this report. Exhibit No. Description 31.1 Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) 31.2 Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) 32.1** Section 1350 Certification of Chief Executive Officer 32.2** Section 1350 Certification of Chief Financial Officer 101.INS† Inline XBRL Instance Document 101.SCH† Inline XBRL Taxonomy Extension Schema Document 101.CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.+ Management contract or compensatory plan or arrangement. † Filed herewith. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GIFTIFY, INC. Date: May 13, 2025 By: /s/ Ketan Thakker Ketan Thakker President and Chief Executive Officer 13