Financial Analysis

2. Acquisitions Takeout7, Inc. On May 29, 2025, the Company completed the acquisition of Takeout7, Inc. (Takeout7). The acquisition was made pursuant to an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7. The Company acquired all of the issued and outstanding equity of Takeout7 for $ 609,000 , made up of the issuance of 350,000 shares of the Companys common stock. The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations , and allocated the purchase price to Takout7s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. As of December 31, 2025, management has not yet finalized the purchase price allocation. In accordance with ASC 805, the Company made a provisional allocation of the purchase price for Takeout7 based on the estimated fair values of the assets acquired and liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date. The following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair valu …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys business or financial condition. Employment Agreements Ketan Thakker Effective July 1, 2023, Giftify entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer, pursuant to which Mr. Thakkers annual salary is $ 250,000 , increasing to $ 400,000 on July 1, 2024. In addition, Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company. In the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will be entitled to continue to be paid pursuant to the terms of his employment agreement. Steve Handy Effective August 21, 2024, Giftify entered into a new employment agreement with Steve Handy, its Chief Financial Officer, pursuant to which Mr. Handys annual salary is $ 250,000 , increasing at 5 % annually. In addition, Mr. Handy is to receive a minimum annual cash bonus of $ 25,000 . Elliot Bohm and Marc Ackerman Effective on December 29, 2023, the Company entered into an Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. Bohm wa …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

12. Share-Based Compensation Summary of Restricted Common Stock The following table summarizes restricted stock activity during the year ended December 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 1,320,834 - $ 4,531,224 3.43 Granted 450,000 - 405,000 0.90 Vested (797,917 ) 797,917 - - Forfeited - - - - Issued - (797,917 ) (2,055,335 ) - Balance, December 31, 2025 972,917 - $ 2,880,889 $ 2.96 On March 1, 2024, the Company granted its Chief Executive Officer 200,000 shares of the Companys restricted stock and 225,000 shares of the Companys 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. On February 1, 2025, the Company granted its Chief Executive Officer 250,000 shares of the Companys restricted stock and granted 200,000 shares of the Companys restricted stock to two other officers with an aggregate fair value of $ 405,000 or $ 0.90 per share. The restricted stock grant vests monthly over 36 months. During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense of $ 2,055,336 and $ 2,681,848 , respectively, and issued 797,917 and 241,666 shares of restricted stock based on the vesting terms of the grants, respectively. As of December 31, 2025, the un …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

9. Notes Payable Notes payable consist of the following at December 31, 2025 and 2024: Schedule of Notes Payable December 31, 2025 December 31, 2024 CardCash acquisition notes payable $ - $ 1,500,000 Real Word Digital Assets note payable - - GameIQ acquisition note payable - 75,928 Economic Injury Disaster Loans (EIDL) note payable 661,301 664,500 Total principal balance 661,301 2,240,428 Accrued interest 2,288 92,204 Total principal and accrued interest 663,589 2,332,632 Less current portion (12,240 ) (1,717,632 ) Non-current portion $ 651,349 $ 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 2). $ 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 Companys initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2025 . As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 1,500,000 and accrued interest payable of $ 75,000 . During the year ended December 31, 2025, the Company paid the Notes and accrued interest in full, and the Notes were retired. 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 Wor …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

In the following table, revenue is disaggregated by our divisions and type of revenue for the years ended December 31, 2025 and 2024: Schedule of Disaggregation of Revenue Sales Channels CardCash Gift Cards Restaurant.com Gift Cards and Coupons Advertising Total Year Ended December 31, 2025 Business to consumer (B2C) $ 38,028,949 $ 263,592 $ $ 38,292,541 Business to business (B2B) 42,883,708 1,892,870 112,597 44,889,175 Total $ 80,912,657 $ 2,156,462 $ 112,597 $ 83,181,716 Year Ended December 31, 2024 Business to consumer (B2C) $ 40,894,072 $ 445,117 $ 73,075 $ 41,412,264 Business to business (B2B) 46,097,566 1,424,206 - 47,521,772 Total $ 86,991,638 $ 1,869,323 $ 73,075 $ 88,934,036

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4. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: Schedule of Goodwill and Intangible Assets December 31, 2025 December 31, 2024 Goodwill $ 20,007,670 $ 20,007,670 Intangible Assets Customer relationships $ 1,700,000 $ 1,700,000 Trade name 2,400,000 2,400,000 Developed technology 3,091,163 2,600,000 Intangible assets, gross 7,191,163 6,700,000 Accumulated amortization (4,703,341 ) (2,431,668 ) Intangible assets, net $ 2,487,822 $ 4,268,332 On December 29, 2023, in relation to the acquisition of CardCash, the Company recorded goodwill of $ 20,007,670 . During the twelve months ended December 31, 2024, the Company recorded an amortization expense of $ 2,431,668 , leaving a remaining intangible asset balance of $ 4,268,332 at December 31, 2024. During the year ended December 31, 2025, in connection with the acquisition of Takeout7 (see Note 2), the Company recorded intangible assets of $ 491,163 and recorded an amortization expense of $ 2,271,673 , leaving a remaining intangible asset balance of $ 2,487,822 at December 31, 2025. 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) Customer relationships 3 Trademarks, trade names and service marks 3 Developed technology 3 Estimated amortization expense for the Company is as follows: Schedule of Estimated Amorti …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

10. Income Taxes No federal tax provision has been provided for the years ended December 31, 2025 and 2024, due to the losses incurred during the periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rates for the respective period: Schedule of Income Tax Effective Tax Rate Year Ended December 31, 2025 Year Ended December 31, 2024 U.S. federal statutory tax rate $ (21.0 )% $ (21.0 )% State income taxes, net of federal tax benefit (5.1 )% (6.4 )% Change in valuation allowance 26.1 % 27.4 % Effective tax rate $ 0.0 % $ 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets as of December 31, 2025 and 2024 are summarized below. Schedule of Deferred Tax Assets and Liabilities Year Ended December 31, 2025 Year Ended December 31, 2024 Deferred tax assets Net operating loss carry forwards $ 8,375,000 $ 7,763,000 Share-based compensation 6,604,000 4,941,000 Limitation on the deduction of interest 1,953,000 2,695,000 Operating lease liability 297,000 397,000 Property and equipment 62,000 74,000 Gross deferred taxes 17,291,000 15,870,000 Less: valuation allowance (17,291,000 ) (15,870,000 ) Total deferred tax assets $ - $ - Deferred tax liabilities Intangible assets and goodwill …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

5. 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 Companys operating lease liability balance was $ 1,449,983 as of December 31, 2024. During the year ended December 31, 2025, the Company made payments of $ 316,612 against its operating lease liability, resulting in a lease liability of $ 1,133,371 as of December 31, 2025, of which the current portion was $ 358,861 and the long-term portion was $ 774,510 . During the year ended December 31, 2025, and 2024, lease costs totaled approximately $ 453,918 and $ 362,659 , respectively, and were recorded as part of selling, general, and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025, the weighted average remaining lease term for operating leases is 3.11 years, and the weighted average discount rate is 8.00% . Maturities of the Companys operating lease liabilities are as follows as of December 31, 2025: Schedule of Maturities of Operating Lease Liabilities As of December 31, 2025 2026 $ 438,374 2027 382,954 2028 359,654 2029 105,927 Thereafter - Total 1,286,909 Less: Imputed interest (153,538 ) Total operating lease liability $ 1,133,371 …

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8. Secured Notes Payable Related Party Secured notes payable to a related party consist of the following at December 31, 2025 and 2024: Schedule of Notes Payable Related Party December 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 with Spars Capital Group LLC (Spars Capital) in the principal amount of $ 2,000,000 , bearing annual interest at 11.5% , with a maturity date of January 20, 2025 . As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 2,000,000 , a debt discount balance of $ 4,000 , and accrued interest payable of $ 64,274 . During the year ended December 31, 2025, the Company paid the Note, including accrued interest, and the Note was retired. The Note was secured by a blanket lien on the Companys assets, subordinated only to the line of credit (see Note 6). Spars Capital is owned by a family trust affiliated with Elliot Bohm, the President of CardCash and a member of the Companys Board of Directors. …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income StatementReporting Comprehensive IncomeExpense 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 Companys annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is evaluating this ASU to determine its impact on the Companys 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 Companys present or future financial statements. …

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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 Companys 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 the performance of the Company and in establishing managements 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 2025 2024 Year Ended December 31, 2025 2024 Net Sales $ 83,181,716 $ 88,934,036 Cost of sales 67,686,362 75,789,255 Gross profit 15,495,354 13,144,781 Operating expenses Employee compensation an …

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11. Stockholders Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $ 0.001 per share. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding. 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 December 31, 2025 and 2024, the Company had 33,146,517 shares and 27,021,423 shares, respectively, of common stock issued and outstanding. Common Stock Transactions 2025 Common Shares Issued on Vesting of Restricted Stock During the year ended December 31, 2025, the Company issued 797,912 shares on vesting of restricted common stock to its employees and executives and recognized the corresponding fair value of $ 2,055,336 . Common Stock Issued for Services During the year ended December 31, 2025, the Company issued 420,832 shares of common stock with a fair value of $ 575,713 , or $ 1.37 per share, for service rendered. Issuance of Common Stock for Settlement of Vendor Balance During the year ended December 31, 2025, the Company issued 75,000 shares of common stock with a fair value of $ 108,750 , or $ 1.45 per share, to settle a trade vendor balance of $ 75,000 . The excess of the fair value of the common stock issued over the trade vendor balance was $ 33,750 , which was recorded as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. Issuance of …

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15. Subsequent Events Issuance of Common Stock on At-the-Market Issuance Sales Agreement Subsequent to December 31, 2025, the Company sold 25,795 shares of Common Stock and received net proceeds of $ 27,551 , or an average of $ 1.10 per share, under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC. Issuance of Common Stock on Private Offering Subsequent to December 31, 2025, the Company received net proceeds of $ 510,000 from the sale of 470,000 shares of common stock at an average price of $ 1.09 per share in a private placement. Stock Based Compensation On February 2, 2026, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted 1,400,000 restricted shares of common stock and options exercisable into 765,000 shares of the Companys common stock to its executives and employees. The restricted shares of common stock and stock options vest equally over 36 months. The stock options are exercisable at a weighted average price of $ 1.04 per share with an average life to expiration of approximately six years. The total fair value of these options at the grant date was approximately $ 791,000 , which was determined using a Black-Scholes option pricing model with the following average assumption: stock price of $ 1.04 per share, expected term of 6.00 years, volatility of 218 %, dividend rate of 0 %, and weighted average risk-free interest rate of 3.74 %. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing