Quarterly Report for Quarter Ending September 30, 2024 (Form 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 September 30, 2024

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 NasdaqStock 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 26,171,865shares of common stock outstanding as of November 12, 2024.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1
Item 1. Condensed Financial Statements		F-1
Condensed Consolidated Balance Sheets - September 30, 2024 (Unaudited) and December 31, 2023		F-1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements three and nine months ended September 30, 2024 and 2023 (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		14
Item 4. Controls and Procedures		14
PART II - OTHER INFORMATION		15
Item 1. Legal Proceedings		15
Item 1A. Risk Factors		15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3. Defaults Upon Senior Securities		15
Item 4. Mine Safety Disclosures		15
Item 5. Other Information		15
Item 6. Exhibits		15

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (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, 2023. 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIFTIFY, INC. AND SUBSIDIARIES (FKA RDE, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

		Successor
		September 30, 2024			December 31, 2023
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,258,826at September 30, 2024 and December 31, 2023)		$	3,090,980			$	4,099,737
Accounts receivable			1,202,690				1,681,165
Inventories			4,395,506				4,152,273
Prepaid expenses and other current assets			114,562				177,119
Total current assets			8,803,738				10,110,294
Property and equipment, net			2,302,192				2,563,312
Operating lease right of use asset, net			1,481,742				315,183
Deposits			65,556				65,556
Intangible assets, net - provisional			4,876,249				6,700,000
Goodwill - provisional			20,007,669				20,007,669
Total assets		$	37,537,146			$	39,762,014
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	1,994,869			$	2,218,285
Accrued expenses			1,396,301				1,175,934
Deferred revenue			78,403				336,996
Secured revolving line of credit			4,234,149				6,737,385
Convertible promissory notes			42,387				40,137
Secured note payable - related party			1,986,632				-
Notes payable, current portion			946,509				836,509
Acquisition obligation			-				500,000
Operating lease liability, current portion			306,670				134,475
Total current liabilities			10,985,920				11,979,721
Notes payable, net of current portion			1,393,890				1,458,270
Deferred taxes			1,800,000				1,800,000
Operating lease liability, net of current portion			1,216,346				202,829
Total liabilities			15,396,156				15,440,820
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001par value, 10,000,000shares authorized;			-				-
Common stock, $0.001par value, 750,000,000shares authorized; 26,134,763and 24,119,967shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			26,129				24,114
Additional paid-in-capital			106,223,043				93,376,244
Common stock issuable, 350,843and 383,343shares, respectively			350,843				383,343
Accumulated deficit			(84,459,025	)			(69,462,507	)
Total stockholders' equity			22,140,990				24,321,194
Total liabilities and stockholders' equity		$	37,537,146			$	39,762,014

The accompanying notes are an integral part of these consolidated financial statements.

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024				2023			2024				2023
		Successor				Predecessor			Successor				Predecessor
Net Sales		$	23,210,850				$	20,207,519			$	64,753,246				$	65,460,904
Cost of sales			20,220,237					17,629,985				55,244,862					57,352,182
Gross profit			2,990,613					2,577,534				9,508,384					8,108,722
Operating expenses
Selling, general and administrative expenses			5,908,603					2,600,156				20,954,914					8,238,497
Amortization of capitalized software costs			254,292					267,985				935,766					803,956
Amortization of intangible assets			607,917					75,000				1,823,751					225,000
Total operating expenses			6,770,812					2,943,141				23,714,431					9,267,453
Loss from operations			(3,780,199	)				(365,607	)			(14,206,047	)				(1,158,731	)
Other income (expenses)
Interest income			-					-				5,223					-
Interest expense			(280,953	)				(191,326	)			(795,694	)				(543,634	)
Total other income (expenses)			(280,953	)				(191,326	)			(790,471	)				(543,634	)
Net loss before income taxes			(4,061,152	)				(556,933	)			(14,996,518	)				(1,702,365	)
Income taxes			-					351				-					28,748
Net loss		$	(4,061,152	)			$	(556,582	)		$	(14,996,518	)			$	(1,673,617	)
Net earnings (loss) per share - basic		$	(0.16	)			$	(0.04	)		$	(0.59	)			$	(0.12	)
Net earnings (loss) per share -diluted		$	(0.16	)			$	(0.04	)		$	(0.59	)			$	(0.12	)
Weighted average common shares outstanding - basic			25,964,213					13,774,292				25,574,719					13,774,292
Weighted average common shares outstanding - diluted			25,964,213					13,774,292				25,574,719					13,774,292

The accompanying notes are an integral part of these condensed consolidated financial statements.

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

For the Three Months Ended September 30, 2024

Successor:		Common Stock			Common Stock Issuable			Additional Paid-In			Accumulated			Total Stockholders'
		Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance, June 30, 2024		25,912,263			$	25,906				350,843			$	350,843			$	103,841,872			$	(80,397,873	)		$	23,820,748
Fair value of vested options		-				-				-				-				1,168,292								1,168,292
Fair value of vested restricted stock units		-				-				-				-				234,029								234,029
Fair value of common stock issued for employment agreements		-				-												312,500								312,500
Issuance of common stock for services		150,000				150												533,850								534,000
Issuance of common stock for cash		72,500				73				-				-				132,500								132,573
Net loss		-				-				-				-				-				(4,061,152	)			(4,061,152	)
Balance, September 30, 2024 (Unaudited)		26,134,763			$	26,129				350,843			$	350,843			$	106,223,043			$	(84,459,025	)		$	22,140,990

For the Nine Months Ended September 30, 2024

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
Fair value of vested options		-				-				-				-				6,874,603								6,874,603
Fair value of vested restricted stock units		175,000				175				-				-				1,198,463								1,198,638
Fair value of common stock issued for employment agreements		66,666				67				-				-				937,433								937,500
Issuance of common stock for services		200,000				200				-				-				751,300								751,500
Common shares issued on cashless exercise of stock options		1,130				1												(1	)							-
Common shares issued		32,500				32				(32,500	)			(32,500	)			32,468								-
Issuance of common stock for cash, net		1,539,500				1,540				-				-				3,052,533								3,054,073
Net loss		-				-				-				-				-				(14,996,518	)			(14,996,518	)
Balance, September 30, 2024 (Unaudited)		26,134,763			$	26,129				350,843			$	350,843			$	106,223,043			$	(84,459,025	)		$	22,140,990

For the Three Months Ended September 30, 2023

Predecessor:		Preferred Stock			Common Stock			Common Stock Issuable			Additional Paid-In			Accumulated			Total Stockholders'
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
Balance, June 30, 2023		-			$	-				29,035,625			$	2,900				-			$	-			$	4,934,052			$	(31,452,174	)		$	(26,515,222	)
Net loss		-				-				-				-				-				-				-				(556,582	)			(556,582	)
Balance, September 30, 2023 (Unaudited)		-			$	-				29,035,625			$	2,900				-			$	-			$	4,934,052			$	(32,008,756	)		$	(27,071,804	)

For the Nine Months Ended September 30, 2023

Predecessor:		Preferred Stock			Common Stock			Common Stock Issuable			Additional Paid-In			Accumulated			Total Stockholders'
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2022		-			$	-				29,035,625			$	2,900				-			$	-			$	4,934,052			$	(30,335,139	)		$	(25,398,187	)
Net loss		-				-				-				-				-				-				-				(1,673,617	)			(1,673,617	)
Balance, September 30, 2023 (Unaudited)		-			$	-				29,035,625			$	2,900				-			$	-			$	4,934,052			$	(32,008,756	)		$	(27,071,804	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)

		Successor				Predecessor
		Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
			(Unaudited)					(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(14,996,518	)			$	(1,673,617	)
Adjustments to reconcile net loss to net cash used in operating activities
Fair value of vested stock options			6,874,603					-
Fair value of vested restricted common stock			2,136,138					-
Fair value of common stock issued for services			751,500					-
Depreciation expense			935,766					941,559
Amortization of intangible assets			1,823,751					225,000
Amortization of debt discount			1,700					-
Accrued interest			54,802					-
Changes in operating assets and liabilities:
Accounts receivable			478,475					562,353
Inventories			(243,233	)				608,233
Prepaid expenses and other current assets			62,557					(23,171	)
Right of use assets			228,982					142,837
Accounts payable			(223,416	)				(435,900	)
Accrued expenses			220,367					(219,055	)
Deferred revenue			(258,593	)				(205,669	)
Operating lease liability			(209,829	)				(142,837	)
Net cash used in operating activities			(2,362,948	)				(220,267	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized website development costs			(674,646	)				(675,000	)
Net cash used in investing activities			(674,646	)				(675,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit			76,769,125					76,200,992
Repayment of line of credit			(79,272,361	)				(75,566,066	)
Proceeds from note payable - related party			1,978,000					-
Repayment of acquisition obligation			(500,000	)				-
Proceeds from sale of common stock			3,054,073					-
Net cash provided by financing activities			2,028,837					634,926
Net increase (decrease) in cash and cash equivalents			(1,008,757	)				(260,341	)
Cash and cash equivalents beginning of period			4,099,737					2,040,680
Cash and cash equivalents end of period		$	3,090,980				$	1,780,339
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid		$	704,961				$	543,634
Taxes paid		$	-				$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities		$	1,395,541				$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

1. Basis of Presentation

Giftify, Inc. (the "Company" or "Giftify") 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.

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 our 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.

On August 18, 2023, the Company 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 (See Note 3). CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.

The Company's operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying condensed consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash prior to the acquisition, and is referred to as the "Predecessor". Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of the Company consolidated with CardCash, and is referred to as the "Successor". A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, the Company (Successor) and CardCash (Predecessor) are referred to as the "Company".

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, 2023, 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, 2024. 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, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 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.

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. The Company 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, our independent registered public accounting firm, in its audit report to the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, 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.

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, the realizability of deferred tax assets and the related valuation allowance, 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 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, 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).

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2024 and 2023:

Sales Channels		Gift Cards			Restaurant Coupons			Sale of Travel, Vacation and Merchandise			Advertising			Total
Successor:
Three Months Ended September 30, 2024
Business to consumer (B2C)		$	11,115,310			$	97,302			$	-			$	25,900			$	11,238,512
Business to business (B2B)			11,972,338				-				-				-				11,972,338
Other			-				-				-				-				-
Total		$	23,087,628			$	97,302			$	-			$	25,900			$	23,210,850
Predecessor:
Three Months Ended September 30, 2023
Business to consumer (B2C)		$	9,882,765			$	-			$	-			$	-			$	9,882,765
Business to business (B2B)						-				-				-
Other			10,324,754				-				-				-				10,324,754
Total		$	20,207,519			$	-			$	-			$	-			$	20,207,519

In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2024 and 2023:

Sales Channels		Gift Cards			Restaurant Coupons			Sale of Travel, Vacation and Merchandise			Advertising			Total
Successor:
Nine Months Ended September 30, 2024
Business to consumer (B2C)		$	31,037,482			$	327,579			$	4,461			$	55,887			$	31,425,409
Business to business (B2B)			33,327,837				-				-				-				33,327,837
Total		$	64,365,319			$	327,579			$	4,461			$	55,887			$	64,753,246
Predecessor:
Nine Months Ended September 30, 2023
Business to consumer (B2C)		$	32,075,843			$	-			$	-			$	-			$	32,075,843
Business to business (B2B)			33,385,061				-				-				-				33,385,061
Total		$	65,460,904			$	-			$	-			$	-			$	65,460,904

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. As of September 30, 2024, 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 September 30, 2024.

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 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. Noimpairment indicators were identified as of September 30, 2024.

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 $637,203and $573,031for the nine months ended September 30, 2024 and 2023, 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.

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 September 30, 2024 and 2023, 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.

		Successor				Predecessor
		September 30, 2024				September 30, 2023
Convertible notes payable			28,258					-
Common stock issuable			350,843					-
Series B convertible preferred stock			-					1,526,882
Common stock options			4,123,282					-
Total			4,502,383					1,526,882

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 September 30, 2024 and 2023, 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.

Segment Information

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company's operation segment consists of one component, and the Company's Chief Executive Officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating segment.

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 as of September 30, 2024 and December 31, 2023 or revenue as of and for the period ended September 30, 2024 and 2023.

The Company maintains a cash balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced nor expects to experience a loss on this account.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment's profit or loss. The update also requires all annual disclosures about a reportable segment's profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company's adopted ASU 2023-7 effective January 1, 2024, and there was no material effect on the Company's financial position, results of operations and cash flows.

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 6,108,007shares of the Company's common stock valued at $24,682,000, the issuance of a note payable for $1,500,000, and payment of $750,000in 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 fair value assigned to the developed technology was determined using the relief from royalty method. The fair value assigned to trade name were determined using the relief from royalty method. The fair value of the customer relationships was determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The cash flows were based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital. The valuation assumptions took into consideration the Company's estimates of customer attrition and revenue growth projections. 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. Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance the Company's product offerings and lineup available to both new and existing customers and generate future synergies within the discount coupon and gift card business.

As of September 30, 2024, management has not yet finalized its valuation analysis. In accordance with ASC 805, the Company made an initial provisional allocation of the purchase price for CardCash based on the fair value 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 Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

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:

		Fair Value
Fair value of consideration:
Cash		$	750,000
Notes payable ($750,000due December 30, 2024; $750,000due December 30, 2025)			1,500,000
Common stock (6,108,007shares of common stock at $4.00per 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

The following unaudited pro forma statements of operations present the Company's pro forma results of operations after giving effect to the purchase of CardCash based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements of operations for the nine months ended September 30, 2023, give effect to the transaction as if it had occurred on January 1, 2023.

		Nine Months Ended September 30, 2023
		(Proforma, unaudited)
Sales		$	67,567,019
Net loss		$	(5,806,189	)
Net loss per share		$	(0.42	)

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

		September 30, 2024			December 31, 2023
		(Successor)
Website development costs		$	3,208,112			$	2,533,466
Leasehold improvements			29,846				29,846
Property and equipment, gross			3,237,958				2,563,312
Accumulated depreciation			(935,766	)			-
Property and equipment, net		$	2,302,192			$	2,563,312

The Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company's internal needs in accordance with ASC 350-40. Costs incurred during the application development stage for software programs to be used solely to meet its internal needs are capitalized. The depreciation expense on property and equipment for the nine months ended September 30, 2024 and 2023 was $935,766and $941,559, respectively.

5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

		September 30, 2024			December 31, 2023
		(Successor)
Goodwill		$	20,007,669			$	20,007,669
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			(1,823,751	)			-
Intangible assets, net		$	4,876,249			$	6,700,000

On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $6,700,000(provisional). During the period September 30, 2024, the Company recorded an amortization expense of $1,823,751, leaving an ending intangible asset balance of $4,876,249at September 30, 2024.

Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows:

Description		Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Non-competition agreement		5

Estimated amortization expense for the Company is as follows:

2024 (remaining)		$	408,249
2025			2,234,000
2026			2,234,000
	$	4,876,249

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 ROU asset balance was $315,183as of December 31, 2023. During the nine months ended September 30, 2024, the Company renewed its office lease as discussed above and recorded an additional ROU asset of $1,395,541. During the nine months ended September 30, 2024, the Company recorded a reduction of ROU assets of $228,982related to its leases, resulting in an ROU asset balance of $1,481,742as of September 30, 2024.

The Company's operating lease liability balance was $337,304as of December 31, 2023. During the nine months ended September 30, 2024, the Company renewed its office lease as discussed above, and recorded an additional operating lease liability of $1,395,541. During the nine months ended September 30, 2024, the Company made payments of $209,829against its operating lease liability, resulting in a lease liability of $1,523,016, of which the current portion of lease liability was $306,670, leaving a long-term lease liabilities balance of $1,216,346.

During the nine months ended September 30, 2024 and 2023, lease costs totaled approximately $362,659and $171,573, respectively.

As of September 30, 2024, the weighted average remaining lease terms for operating lease is 4.29years, 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 September 30, 2024:

		Successor
		As of September 30, 2024
2024 (remaining)		$	104,083
2025			424,660
2026			438,374
2027			382,954
2028			359,654
Thereafter			105,927
Total			1,815,652
Less: Imputed interest			(292,636	)
Total operating lease liability		$	1,523,016

7. Secured Revolving Line of Credit

The outstanding line of credit balance at September 30, 2024 and December 31, 2023 was:

		September 30, 2024			December 31, 2023
		(Successor)
Line of credit		$	4,234,149			$	6,737,385

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 September 30, 2024 and December 31, 2023, the average interest rate was 12%and 12%, respectively. As of September 30, 2024, the Company was in compliance with customary debt covenants. At September 30, 2024 and December 31, 2023, this line of credit requires a deposit of $1,258,826, included in restricted cash.

8. Convertible Debt

Convertible debt consists of the following at September 30, 2024 and December 31, 2023:

		September 30, 2024			December 31, 2023
		(Successor)
Incumaker-past due		$	20,000				20,000
Total principal balance			20,000				20,000
Accrued interest			22,387				20,137
Total principal and accrued interest			42,387				40,137
Less current portion			(42,387	)			(40,137	)
Non-current portion		$	-			$	-

Incumaker, Inc.

On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At September 30, 2024, the principal balance of $20,000, and accrued interest of $22,238, are convertible at $1.50per share into 28,258shares of the Company's common stock.

9. Secured Notes Payable - Related Party

Secured notes payable to a related party consists of the following at September 30, 2024 and December 31, 2023:

		September 30, 2024			December 31, 2023
		(Successor)
CardCash acquisition notes payable		$	2,000,000			$	-
Less debt discount			(20,300	)			-
Total principal balance			1,979,700				-
Accrued interest			6,932				-
Total principal and accrued interest			1,986,632				-
Less current portion			(1,986,632	)			-
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 $2,000,000bearing 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 September 30, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $20,300, and accrued interest payable of $6,932.

10. Notes Payable

Notes payable consists of the following at September 30, 2024 and December 31, 2023:

		September 30, 2024			December 31, 2023
		(Successor)
CardCash acquisition notes payable		$	1,500,000			$	1,500,000
GameIQ acquisition note payable			102,199				102,199
Economic Injury Disaster Loans (EIDL) note payable			664,500				664,500
Total principal balance			2,266,699				2,266,699
Accrued interest			73,700				28,080
Total principal and accrued interest			2,340,399				2,294,779
Less current portion			(946,509	)			(836,509	)
Non-current portion		$	1,393,890			$	1,458,270

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). $500,000 is payable on December 29, 2025, bearing simple annual interest of 5%, and $1,000,000 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, 2024. As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $56,250.

GameIQ Acquisition Note Payable

On February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $78,813and 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, 2023, the notes payable had an aggregate principal balance outstanding of $102,199and accrued interest payable of $821. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $102,199and accrued interest payable of $1,440.

Economic Injury Disaster Loans (EIDL)

On June 17, 2020, the Company received $150,000of 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 $350,000of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000of 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 $14,500EIDL, 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 $3,500per month beginning 12 months from the date of the promissory note over a period of 30years. As of December 31, 2023, the note payable had a principal balance outstanding of $664,500and accrued interest payable of $27,259. As of September 30, 2024, the note payable had a principal balance outstanding of $664,500and accrued interest payable of $16,010.

11. Stockholder's Deficit

Preferred Stock

The Company is authorized to issue a total of 10,000,000shares of preferred stock, par value $0.001per share. As of September 30, 2024 and 2023, there were noshares of preferred stock issued and outstanding.

Common Stock

The Company is authorized to issue a total of 750,000,000shares of common stock, par value $0.001per share. As of September 30, 2024 and December 31, 2023, the Company had 26,134,763shares and 24,119,967shares, respectively, of common stock issued and outstanding.

Common Stock Transactions

Issuance of Common Stock on Sale of Common Stock

During the nine months ended September 30, 2024, the Company received net proceeds of $3,054,073from the sale of 1,539,500shares of common stock at $2.00per share, as part of a private placement.

Common Stock Issued for Employment Agreements

Effective on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into a four year employment agreement 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 will remain in those positions following the acquisition. Bohm also joined the Board of Directors of the Company.

Under the terms of the agreements, Mr. Bohm and Mr. Ackerman received a one-time award of 1,250,000restricted shares of the Company's common stock with an aggregate fair value of $10million, 50% vesting immediately and 50% vesting over 4 years.During the nine months ended September 30, 2024, the Company recognized stock compensation expense of $937,500and issued 66,666shares based upon its vesting term. As of September 30, 2024, the unamortized stock compensation amounted to $4,062,500to be expensed upon vesting in future periods through December 2027.

Issuance of Common Stock for Services

During the nine months ended September 30, 2024, the Company issued 200,000shares of common stock with a fair value of $751,500, or $3.76per share, to a consultant for services rendered.

Common Stock Issuable

At December 31, 2023, 383,343shares of common stock with an aggregate value of $383,000have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the nine months ended September 30, 2024, the Company issued 32,500shares of common stock, leaving 350,843shares of common stock issuable in the accompanying consolidated financial statements at September 30, 2024.

11. Stock-Based Compensation

Summary of Restricted Common Stock

The following table summarizes restricted stock activity during the nine months ended September 30, 2024:

		Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2023			125,000				-			$	418,750				3.35
Granted			425,000				-				1,793,500				4.22
Vested			(175,000	)			175,000				-				-
Forfeited			-										-
Issued			-				(175,000	)			(964,609	)			-
Balance, September 30, 2024			375,000				-			$	1,247,641			$	3.86

On March 1, 2023, the Company granted its Chief Executive Officer 200,000shares of the Company's restricted stock, and 100,000shares of the Company's restricted stock to employees with an aggregate fair value of $1,005,000or $3.35per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date.

On March 1, 2024, the Company granted its Chief Executive Officer 200,000shares of the Company's restricted stock, and 225,000shares of the Company's restricted stock to other officers and employees with an aggregate fair value of $1,793,500or $4.22per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date.

During the nine months ended September 30, 2024, the Company recognized stock compensation expense of $1,199,628and issued 175,000shares of restricted stock based upon its vesting term of the grants. As of September 30, 2024, the unamortized stock compensation expense amounted to $1,014,433, to be expensed upon vesting in future periods through March 1, 2026.

Summary of Stock Options

A summary of stock options for the nine months ended September 30, 2024, is as follows:

		Number of Options			Weighted Average Exercise Price
		(Successor)
Balance outstanding, December 31, 2023			743,116				4.43
Options granted			3,405,500				4.22
Options exercised			(2,834	)			3.35
Options expired or forfeited			(22,500	)			1.05
Balance outstanding, September 30, 2024			4,123,282			$	4.28
Balance exercisable, September 30, 2024			2,396,576			$	4.32

On April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500shares to be issued to its executives and employees. The 3,405,500stock options had an exercise price of $4.01per share, with vesting of 33% on April 1, 2024, and then 33% on each subsequent anniversary date.

The stock options are exercisable at a weighted average price of $4.01per share with an average life to expiration of approximately nine years. The total fair value of these options at grant date was approximately $13,500,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $4.01per share, expected term of 6.00years, volatility of 220%, dividend rate of 0%, and weighted average risk-free interest rate of 4.33%. 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 nine months ended September 30, 2024, the Company recognized $ $6,874,603of stock compensation expense relating to vested stock options. As of September 30, 2024, the aggregate amount of unvested compensation related to stock options was approximately $6,836,929which will be recognized as an expense as the options vest in future periods through March 2026.

The weighted average remaining contractual life of common stock options outstanding and exercisable at September 30, 2024 was 8.50years. Based on a fair market value of $1.83per share on September 30, 2024, the intrinsic value attributed to exercisable but unexercised common stock options was $190,040at September 30, 2024.

12. 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.

13. Subsequent Events

On October 25, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of its common stock, par value $0.001(the "Common Stock"), having an aggregate offering price of up to $30,000,000(the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Subsequent to September 30, 2024, the Company sold 37,102shares of Common Stock and received proceeds of $66,341, or an average of $1.79per share.

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, 2023, 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 March 1, 2020, we acquired the assets of Restaurant.com, Inc. Restaurant.com, Inc. is a pioneer in the restaurant deal space and the nation's largest restaurant-focused digital deals brand.

On December 29, 2023, Giftify, Inc. completed the acquisition of CardCash Exchange, Inc. ("CardCash"). The acquisition was made pursuant to a plan of merger agreement dated August 18, 2023, between the Company, and Elliott Bohn, in his capacity as stockholder representative for CardCash's stockholders. The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash's stockholders for $26,682,000, made up of 6,108,007 shares of the Company's common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000. Elliot Bohm, President of CardCash prior to the merger with the Company, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of the Company as well as serving as a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with the Company, continues to serve as Chief Operating Officer of CardCash following the closing of the merger.

On August 6, 2024, The Nasdaq Stock Market ("Nasdaq") granted the Company's application for listing on the Nasdaq.

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 our name from RDE, Inc. to Giftify, Inc.

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.

Restaurant.com Business to Customer Division

Our B2C division accounted for 45% of gross revenue in our fiscal year ended December 31, 2023. 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 nine 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 other Company value for these Specials sales is nearly five times a certificate purchase. Specials generated over 5% of our past year's B2C revenue from 60% of the B2C revenue of the Company for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions.

Restaurant.com Business to Business Division

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

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 and negative operating cash flows. At September 30, 2024, the Company had cash of $3,090,980 available to fund its operations, including expansion plans, and to service its debt, and a working capital deficit of $2,182,182.

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 2023 and 2022. 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, 2023, 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.

Basis of Presentation

On August 18, 2023, Giftify, Inc. ("Giftify") entered into an agreement and plan of merger to acquire CardCash Exchange Inc ("CardCash"). On December 29, 2023, the merger was completed. the Company's operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the "Predecessor". Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of the Company consolidated with CardCash, and is referred to as the "Successor". A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, the Company (Successor) and CardCash (Predecessor) are referred to as the "Company".

Results of Operations - Three months ended September 30, 2024, compared to three months ended September 30, 2023

Sales

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Net Sales		$	23,210,850			$	20,207,519

Sales for the three months ended September 30, 2024, were $23,210,850, an increase of approximately $3,003,331, or 14.9%, as compared to $20,207,519 in the three months ended September 30, 2023. 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 12.9%, as compared to a gross margin of 12.8% in the prior year period.

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Cost of Sales		$	20,220,237			$	17,629,985

Cost of sales consists primarily of the cost to purchase merchant gift cards. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations.

Costs of sales for the three months ended September 30, 2024 increased to $20,220,237, as compared to $17,629,985 during the three months ended September 30, 2023. Our cost of sales, as a percentage of sales, were 87.1% and 87.2%, respectively. The increase in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.

Operating Expenses

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Selling, General and Administrative Expenses		$	5,908,603			$	2,600,156
Amortization of capitalized software costs			254,292				267,985
Amortization of intangible assets			607,917				75,000

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 $5,908,603 for the three months ended September 30, 2024, as compared to $2,600,156 for the three months ended September 30, 2023, an increase of $3,308,447. The increase was from the recording of $2,248,821 of stock-based compensation expense during the three months ended September 30, 2024, which did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.

Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company's capitalized software development costs. Amortization expenses were $254,292 for the three months ended September 30, 2024, as compared to $267,985 during the three months ended September 30, 2023.

Amortization of intangible assets. Amortization expenses are primarily attributable to the Company's amortization of intangible assets with finite lives. Amortization expenses were $607,917 for the three months ended September 30, 2024, as compared to $75,000 during the three months ended September 30, 2023.

Loss from Operations

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Loss from Operations		$	(3,780,199	)		$	(365,607	)

For the three months ended September 30, 2024, we incurred a loss from operations of $3,780,199, as compared to a loss from operations of $365,607 for the three months ended September 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.

Other Income (Expenses)

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Other Income (Expenses)		$	(280,953	)		$	(191,326	)

We had other expenses of $280,953 for the three months ended September 30, 2024, as compared to other expenses of $191,326 for the three months ended September 30, 2023. Other expenses consist solely of interest expenses offset by interest income.

Net Loss

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Net Loss		$	(4,061,152	)		$	(556,582	)

We realized a net loss of $4,061,152 for the three months ended September 30, 2024, as compared to a net loss of $556,582 for the three months ended September 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, 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 September 30, 2024 and 2023 (unaudited):

		Successor			Predecessor
		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Net loss		$	(4,061,152	)		$	(556,582	)
Modified EBITDA adjustments:
Income taxes			-				(351	)
Interest expense			280,953				191,326
Amortization of intangible assets			607,917				75,000
Amortization of capitalized software costs			254,292				267,985
Stock option and other noncash compensation			1,714,821				-
Fair value of common stock issued for services			534,000				-
Total EBITDA adjustments		$	3,391,983			$	553,960
Modified EBITDA		$	(669,169	)		$	(22,622	)

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 for 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.

Results of Operations - Nine months ended September 30, 2024, compared to nine months ended September 30, 2023

Sales

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net Sales		$	64,753,246			$	65,460,904

Sales for the nine months ended September 30, 2024, were $64,753,246, a decrease of approximately $707,658, or 1.1%, as compared to $65,460,904 in the nine months ended September 30, 2023. 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 12.4% in the prior year period. While our sales decreased 1.1% over the prior year period, our gross profit increased over the prior year period.

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Cost of Sales		$	55,244,862			$	57,352,182

Cost of sales consists primarily of the cost to purchase merchant gift cards. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations.

Costs of sales for the nine months ended September 30, 2024 decreased to $55,244,862, as compared to $57,352,182 during the nine months ended September 30, 2023. Our cost of sales, as a percentage of sales, were 85.3% and 87.6%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.

Operating Expenses

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Selling, General and Administrative Expenses		$	20,954,914			$	8,238,497
Amortization of capitalized software costs			935,766				803,956
Amortization of intangible assets			1,823,751				225,000

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 $20,954,914 for the nine months ended September 30, 2024, as compared to $8,238,497 for the nine months ended September 30, 2023, an increase of $12,716,417. The increase was from the recording of $9,762,242 of stock-based compensation expense during the nine months ended September 30, 2024. The remaining change in selling, general and administrative expenses was from 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 $935,766 for the nine months ended September 30, 2024, as compared to $803,956 during the nine months ended September 30, 2023.

Amortization of intangible assets. Amortization expenses are primarily attributable to the Company's amortization of intangible assets with finite lives. Amortization expenses were $1,823,751 for the nine months ended September 30, 2024, as compared to $225,000 during the nine months ended September 30, 2023.

Loss from Operations

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Loss from Operations		$	(14,206,047	)		$	(1,158,731	)

For the nine months ended September 30, 2024, we incurred a loss from operations of $14,206,047, as compared to a loss from operations of $1,158,731 for the nine months ended September 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.

Other Income (Expenses)

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Other Income (Expenses)		$	(790,471	)		$	(543,634	)

We had other expenses of $790,471 for the nine months ended September 30, 2024, as compared to other expenses of $543,634 for the nine months ended September 30, 2023. Other expenses consist of interest expenses offset by interest income.

Net Loss

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net Loss		$	(14,996,518	)		$	(1,673,617	)

We realized a net loss of $14,996,518 for the nine months ended September 30, 2024, as compared to a net loss of $1,673,617 for the nine months ended September 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, 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 nine months ended September 30, 2024 and 2023 (unaudited):

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net loss		$	(14,996,518	)		$	(1,673,617	)
Modified EBITDA adjustments:
Income taxes			-				(28,748	)
Interest income			(5,223	)			-
Interest expense			795,694				543,634
Amortization of intangible assets			1,823,751				225,000
Amortization of capitalized software costs			935,766				803,956
Stock option and other noncash compensation			9,010,741				-
Fair value of common stock issued for services			751,500				-
Total EBITDA adjustments		$	13,312,229			$	1,543,842
Modified EBITDA		$	(1,684,289	)		$	(129,775	)

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, 2023 and 2022 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, the 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.

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.

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 2 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.

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 2023 and 2022. 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 September 30, 2024, we had cash of $3,090,980 available to fund our operations, including expansion plans, and to service our debt, and a working capital deficit of $2,182,182. We anticipate our cash balance will last until at least June 2025. As a result, we have concluded that there is 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.

On October 25, 2024, we entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of our common stock, par value $0.001 (the "Common Stock"), having an aggregate offering price of up to $30,000,000 (the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). As of the date of the filing this report, the Company sold 37,102 shares of Common Stock and received proceeds of $66,341, or an average of $1.79 per share.

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.

		Successor			Predecessor
		Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net cash used in operating activities		$	(2,362,948	)		$	(220,267	)
Net cash used in investing activities			(674,646	)			(675,000	)
Net cash provided by financing activities			2,028,837				634,926
Net increase (decrease) in cash and cash equivalents			(1,008,757	)			(260,341	)

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 nine months ended September 30, 2024 was approximately $2,362,948 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.

Cash used in operating activities for the nine months ended September 30, 2023 was approximately $220,267 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities.

Investing Activities

Cash used for investing activities for the nine months ended September 30, 2024 was $674,646, which was for capital expenditures.

Cash used for investing activities for the nine months ended September 30, 2023, was $675,000, which was for capital expenditures.

Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2024 was $2,028,837, which was from proceeds of $3,054,073 on the private sale of common stock, net proceeds of $1,978,000 from a note payable to a related party, offset by repayment of our line of credit balance of $2,503,236, and payment of $500,000 on our acquisition obligation.

Cash provided by financing activities for the nine months ended September 30, 2023 was $634,926, which was from borrowing on our line of credit facility.

Secured Revolving Line of Credit

The outstanding line of credit balance at September 30, 2024 and December 31, 2023 was:

		September 30, 2024			December 31, 2023
Line of credit		$	4,234,149			$	6,737,385

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 September 30, 2024 and December 31, 2023, the average interest rate was 12% and 12%, respectively. As of September 30, 2024, the Company was in compliance with customary debt covenants.

Convertible Debt

On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At September 30, 2024, the principal balance of $20,000, and accrued interest of $22,238, are convertible at $1.50 per share into 28,258 shares of the Company's common stock.

Secured Note Payable - Related Party

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 September 30, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $20,300, and accrued interest payable of $6,932.

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). $500,000 is payable on December 29, 2025, bearing simple annual interest of 5%, and $1,000,000 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, 2024. As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $56,250.

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, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,440.

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, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of September 30, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $16,010.

Off-Balance Sheet Arrangements

None.

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 control and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2024. As of September 30, 2024, management's assessment identified the following material weaknesses in the Company's internal control over financial reporting:

We continue to have a material weakness in our internal control over financial reporting as disclosed in the December 31, 2023, Annual Report on Form 10-K, in that we had inadequate segregation of duties consistent with control objectives. Specifically, certain personnel have the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations; and (ii) we did not design and maintain effective controls over certain information technology ("IT") general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain effective program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately.

Notwithstanding the identified material weaknesses, 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.

Remediation Plan

Management has been actively engaged in developing and implementing remediation plans to address material weaknesses described above. These remediation efforts are ongoing and include or are expected to include designing and implementing controls to formalize roles and review responsibilities to align with our team's skills and experience and designing and implementing controls over segregation of duties, and designing and implementing IT general controls, including controls over the review and update of user access rights and privileges and program change management controls.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting 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, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. 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 controls effectiveness to 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.

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.

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.

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: November 13, 2024	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and Chief Executive Officer