Dilution profile // every instrument, one screen, from SEC filings

GIFTIFY, INC. (GIFT)

CIK 1760233 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3/A on file 2024-10-07
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+115% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOW~29.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2022-06-242026-07-31

Latest: 35.4M shares as of Jul 31, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 20,667 underlying shares, as reported Jun 30, 2022 (10-Q).

Reported exercise price: $9 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 35.4M = 35.4M O/S + 20,667 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Debtnot tagged$47,637$1.5

Notes exactly as the company dimensioned them in its 10-Q filed Aug 3, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding35.4MJul 31, 2026
+ Warrants (aggregate, as tagged) (if exercised)20,667Jun 30, 2022
Fully diluted estimate35.4M+0.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Sep 25, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

EXECUTEDJan 15, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 14, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 30, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 25, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEOct 15, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDOct 7, 2024S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDSep 25, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
WITHDRAWNJun 24, 2020Registration withdrawnRW
REGISTEREDSep 5, 2019S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJun 13, 2019S-1 registration — capacity to sell shares, not a sale yetS-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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