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What changed in GIFTIFY, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GIFTIFY, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−366 removedSource: 10-K (2026-03-18) vs 10-K (2025-03-31)

Top changes in GIFTIFY, INC.'s 2025 10-K

328 paragraphs added · 366 removed · 291 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

69 edited+4 added−15 removed31 unchanged
Biggest changeFor these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Examples of anti-money laundering requirements imposed on financial institutions include customer identification and verification programs, record retention policies and procedures and transaction reporting.
Biggest changeVarious federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers, and sellers or issuers of stored value.
Furthermore, CardCash facilitates Business-to-Business (B2B) exchanges, enabling companies to efficiently manage surplus gift card inventory and procure gift cards in bulk for various business needs. This service not only benefits businesses but also contributes to a thriving gift card market projected to reach $400 billion by 2026. Moreover, CardCash is committed to social responsibility through partnerships with charitable organizations.
Furthermore, CardCash facilitates B2B exchanges, enabling companies to efficiently manage surplus gift card inventory and procure gift cards in bulk for various business needs. This service not only benefits businesses but also contributes to a thriving gift card market projected to reach $400 billion by 2026. Moreover, CardCash is committed to social responsibility through partnerships with charitable organizations.
Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are the following: ● discount (e.g., Groupon.com, Entertainment.com); ● ratings and reviews communities (Zagat.com, TripAdvisor); 8 ● restaurant listings (Yelp, Zomato and OpenTable); ● food content (Food Network, Food.com and Epicurious); ● eCommerce (Groupon, TravelZoo and Woot); and ● takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com).
Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are the following: ● discount (e.g., Groupon.com, Entertainment.com); ● ratings and reviews communities (Zagat.com, TripAdvisor); ● restaurant listings (Yelp, Zomato and OpenTable); ● food content (Food Network, Food.com and Epicurious); ● eCommerce (Groupon, TravelZoo and Woot); and ● takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com).
We believe the principal competitive factors in our market include the following: ● breadth of customer base and number of restaurants featured; ● ability to deliver a high volume of relevant deals to consumers; ● ability to produce high purchase rates for deals among customers; ● ability to generate positive return on investment for merchants; and ● strength and recognition of our brand.
We believe the principal competitive factors in our market include the following: ● breadth of customer base and number of restaurants featured; 8 ● ability to deliver a high volume of relevant deals to consumers; ● ability to produce high purchase rates for deals among customers; ● ability to generate positive return on investment for merchants; and ● strength and recognition of our brand.
A non-accelerated filer is not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, has more time to file its periodic reports.
A non-accelerated filer is not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, has more time to file its periodic reports. 11
The following chart summarizes the principal differences between CardCash and its competitors: Other Players Ability to dictate pricing Immediate transaction No-fee transactions Bulk seller/buyer services Branded exchange partnerships Industry Leading Fraud prevention technology Business model Principal-based Marketplace Various Although CardCash believes it compete favorably on the factors described above, it anticipates that larger, more established companies may directly compete with it on a principal-based model and such a competitor could have greater financial, technical, marketing and other resources than it does.
The following chart summarizes the principal differences between CardCash and its competitors: Other Players Ability to dictate pricing Immediate transaction No-fee transactions Bulk seller/buyer services Branded exchange partnerships Industry Leading Fraud prevention technology Business model Principal-based Marketplace Various Although CardCash believes it competes favorably on the factors described above, it anticipates that larger, more established companies may compete directly with it on a principal-based model, and such competitors could have greater financial, technical, marketing, and other resources than it does.
Our customer service representatives can be reached via email 24 hours a day, seven days a week. The customer service team also works with our information technology team to improve the customer experience on the website and mobile applications based on customer feedback. Technology.
Our customer service representatives can be reached via email 24 hours a day, seven days a week. The customer service team also works with our information technology team to improve the customer experience on the website and mobile applications based on customer feedback. 7 Technology.
Our website and mobile application interfaces enable our consumers to share our offerings to their personal social networks. 7 Operations Our business operations are divided into the following core functions to address the needs of our merchants and customers. Marketing.
Our website and mobile application interfaces enable our consumers to share our offerings to their personal social networks. Operations Our business operations are divided into the following core functions to address the needs of our merchants and customers. Marketing.
Discount certificates and Discount Dining Passes generally are included within the definition of “gift cards” in many of these laws. In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions, including restrictions on expiration dates and fees that may apply to discount certificates and Discount Dining Passes.
Discount certificates and Discount Dining Passes generally are included within the definition of “gift cards” in many of these laws. In addition, certain foreign jurisdictions have laws governing disclosure and product terms and conditions, including restrictions on expiration dates and fees that may apply to discount certificates and Discount Dining Passes.
Initiatives like the collaboration with Charity On Top for fundraising efforts during natural disasters showcase CardCash’s dedication to giving back to the community. Partnerships with reputable institutions such as St.
Initiatives such as the collaboration with Charity On Top on fundraising efforts during natural disasters showcase CardCash’s dedication to giving back to the community. Partnerships with reputable institutions such as St.
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. 6 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.
Restaurant.com Other Business We also generate revenue from third-party offers and display ads. 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.
These factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements.
These factors may allow our competitors to benefit from their existing customer or subscriber base, operate at lower acquisition costs, or respond more quickly than we can to new or emerging technologies and changes in customer requirements.
Jude’s Research Hospital demonstrate CardCash’s commitment to supporting critical causes and making a positive impact. 4 Among its offerings, CardCash Incentives provides new gift cards for over 300 brands at discounted rates, catering to businesses seeking employee engagement and customer loyalty through customized gift card solutions.
Jude’s Research Hospital demonstrate CardCash’s commitment to supporting critical causes and making a positive impact. 4 Among its offerings, CardCash Incentives provides new gift cards for over 300 brands at discounted rates, helping businesses drive employee engagement and customer loyalty through customized gift card solutions.
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.
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; ● 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.
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.
The Company’s mission is to provide a seamless marketplace for individuals seeking to maximize the value of their gift cards and to offer 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.
The acquisition and integration of CardCash has changed our financial position, market profile and brand focus, and has also expanded our search for additional business opportunities in the short-term, both internal and external.
The acquisition and integration of CardCash have changed our financial position, market profile, and brand focus, and have also expanded our short-term search for additional business opportunities, both internal and external.
These marks are material to our business as they enable others to easily identify us as the source of the services offered under these marks and are essential to our brand identity. Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States.
These marks are material to our business as they enable others to easily identify us as the source of the services offered under these marks and are essential to our brand identity. Circumstances beyond our control could threaten our intellectual property rights. For example, effective intellectual property protection may not be available in the United States.
We are currently subject to, and expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including our competitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.
We are currently subject to, and expect to face in the future, allegations that we have infringed third parties’ trademarks, copyrights, patents, and other intellectual property rights, including those of our competitors and non-practicing entities. As competition intensifies and our business grows, we will likely see more infringement claims.
We use search engine optimization and search engine marketing to increase the visibility of our offerings in web search results. Email. We communicate offerings through email to our customers based on their locations and personal preferences.
We use search engine optimization and search engine marketing to increase the visibility of our offerings in web search results. Email. We communicate our offerings via email to customers based on their location and personal preferences.
Through CardCash’s platform, consumers can, for example, help families pay down student loan debt and contribute to research and awareness for childhood illnesses, improved heart health, etc. ● Increase Marketing Efforts . CardCash intends to increase its marketing to retailers and consumers to accelerate its sales of gift cards. 5 ● Increase Profit Margins .
Through CardCash’s platform, consumers can, for example, help families pay down student loan debt and contribute to research on childhood illnesses and to awareness and improved heart health. ● Increase Marketing Efforts . CardCash intends to increase its marketing to retailers and consumers to accelerate gift card sales. ● Increase Profit Margins .
Marketing We primarily use marketing to acquire and retain high-quality merchants and customers and promote awareness of our marketplaces. We use a variety of marketing channels to make customers aware of the offerings, including search engines, email and affiliate partnerships and social media. Search engines. Customers can access our offerings indirectly through third-party search engines.
Marketing We primarily use marketing to acquire and retain high-quality merchants and customers and promote awareness of our marketplaces. We use a variety of marketing channels to raise customer awareness of our offerings, including search engines, email, affiliate partnerships, and social media. 6 Search engines. Customers can access our offerings indirectly through third-party search engines.
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 Giftify’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.
On December 29, 2023, the Company completed the acquisition of CardCash. 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 Giftify’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash, and the issuance of notes payable for $1,500,000.
Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access, including a proposed expansion of the definition of financial institution to include sellers or issuers of prepaid access.
However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access, including a proposed expansion of the definition of financial institution to include sellers or issuers of prepaid access.
Many states have passed laws requiring notification to customers when there is a security breach of personal data. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection.
Many states have passed laws requiring notification to customers when there is a security breach of personal data. There are also several legislative proposals pending before the U.S. Congress, state legislatures, and foreign governments regarding data protection.
When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, we grant the customer credits that can be redeemed for awards such as free or discounted services or goods in the future. Email.
When customers complete qualifying actions, such as providing a referral to a new subscriber or participating in promotional offers, we grant them credits that can be redeemed for future awards, such as free or discounted services or goods. Email.
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 avenue not only allows individuals to redeem unwanted gift cards for cash but also enables them to make cost-effective purchases with discounted gift cards. With advanced fraud-prevention technology, FraudFix, CardCash ensures the security and integrity of all transactions on its platform.
CardCash is seeking a strategic investment and collaboration, in addition to what it receives by its merger with Giftify, to bring data synergy and higher margins from more reliable processing.
CardCash is seeking a strategic investment and collaboration, in addition to what it receives from its merger with Giftify, to deliver data synergies and higher margins through more reliable processing.
Our Business 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 unused gift cards at discounted rates for both consumers and businesses.
Our Business We have two principal divisions, Business-to-Consumer (B2C) and Business-to-Business (B2B), for both CardCash and Restaurant.com. CardCash CardCash is a leading gift card exchange platform that facilitates the purchase and sale of unused gift cards at discounted rates for consumers and businesses.
Accordingly, adverse legal or regulatory developments could substantially harm our business. 9 The CARD Act, as well as the laws of most states, contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons (“gift cards”), such as provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards.
The CARD Act, as well as the laws of most states, contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons (“gift cards”), such as provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to reduce the number of potential consumers and retailers that form the basis of CardCash’s revenue base. Restaurant.com We have a substantial number of competing groups buying sites.
These competitors may invest more in research and development, run more extensive marketing campaigns, and adopt more aggressive pricing policies, which may reduce the number of potential consumers and retailers that form the basis of CardCash’s revenue base. Restaurant.com We have a substantial number of competing groups buying sites.
Regulation We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet, many of which are still evolving and could be interpreted in ways that could harm our business.
Regulation We are subject to numerous foreign and domestic laws and regulations that affect companies conducting business online, many of which are still evolving and could be interpreted in ways that harm our business.
Our terms of use and agreements with our merchants require merchants to continue to honor unredeemed discount certificates and Discount Dining Passes that are past the stated expiration date of the promotional value of the discount Certificate and Discount Pass to the extent required under the applicable law.
Our terms of use and agreements with our merchants require merchants to continue honoring unredeemed discount certificates and Discount Dining Passes that have passed the stated expiration date of the promotional value of the discount Certificate and Discount Pass, to the extent required by applicable law.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services similar to ours or achieve greater market acceptance than ours.
CardCash expects to drive top-line growth by adding new branded exchange partnerships that in turn are expected to generate more users and increase demand for other services. CardCash currently has a 13.0% gross margin for its four revenue streams combined.
CardCash expects to drive top-line growth by adding new branded exchange partnerships, which are expected to attract more users and increase demand for other services. CardCash currently has a 16.8% gross margin for its four revenue streams combined.
By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases. CardCash purchases unused gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide.
By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases. CardCash purchases unused gift cards at a discount to their face value and resells them to discerning shoppers nationwide at a discount to face value.
In addition, data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and the interpretation and application of these laws are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.
In addition, data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and their interpretation and application remain uncertain. These laws may be interpreted and applied in ways that are inconsistent with our data practices.
The recent introduction of the CardCash uChoose platform further enhances the Company’s portfolio by offering businesses the option to provide gift card choices from a wide selection of brands to recipients.
The recent introduction of the CardCash uChoose platform further enhances the Company’s portfolio by enabling businesses to offer gift cards from a wide selection of brands to recipients.
Competition CardCash CardCash faces competition from a number of competitors but believes that it has key attributes that provide it with a competitive advantage in the market for unused gift cards.
Competition CardCash CardCash faces competition from several firms but believes it has key attributes that give it a competitive advantage in the market for unused gift cards.
We believe we compete favorably on several of the factors described above and plan to increase our standing in each of these categories. As of December 31, 2024, our customer base was 5.4 million and during 2024 we featured deals at over 184,000 restaurants and merchants.
We believe we compete favorably across several of the factors described above and plan to improve our standing in each category. As of December 31, 2025, our customer base was 5.4 million, and in 2025, we featured deals at more than 184,000 restaurants and merchants.
Visitors are prompted to register as a customer when they first purchase on our websites and thereafter use the website as a portal for discount certificates for restaurants, complementary entertainment and travel offerings and consumer products. Mobile Applications.
Visitors are prompted to register as a customer when they first make a purchase on our websites and thereafter use the website as a portal to redeem discount certificates for restaurants, complementary entertainment, travel offerings, and consumer products. Mobile Applications. Consumers also access our deals through our mobile applications, available at no additional cost on iPhone and Android.
We believe the CardCash acquisition added valuable attributes, including (1) CardCash’s brand awareness and acceptance from the consumer; and (2) experienced management. ● Brand awareness – CardCash was initially formed approximately 15 years ago, and we believe this history, along with strong marketing push along multiple fronts have led to strong consumer awareness and acceptance. ● Experienced management – As part of the CardCash acquisition, members of the executive leadership team of CardCash have joined us.
We believe the CardCash acquisition added valuable attributes, including (1) CardCash’s brand awareness and acceptance from the consumer, and (2) experienced management. ● Brand awareness – CardCash has been in business since 2009, and we believe this history, along with a strong marketing push across multiple channels, has led to strong consumer awareness and acceptance. ● Experienced management – As part of the CardCash acquisition, members of the executive leadership team of CardCash have joined us.
The emails for discount certificates for restaurants contain one headline deal with a full description of the deal and a sampling of dining deals which are available within a customer’s market. The emails for Specials by Restaurant.com include featured travel, entertainment and wine deals in addition to various other product deals. Websites.
The emails for restaurant discount certificates include one headline, a full description of the deal, and a sampling of dining deals available in the customer’s market. The emails for Specials by Restaurant.com feature travel, entertainment, and wine deals, as well as other product offers. Websites.
Our website and mobile applications enable consumers to share our offerings with their personal social networks. We also promote our offerings using display advertising on websites. Offline. We use offline marketing such as print to help build awareness of brand. Distribution We distribute our deals directly through several platforms: email, our websites, our mobile applications and social networks.
We also promote our offerings using display advertising on websites. Offline. We use offline marketing channels, such as print, to build brand awareness. Distribution We distribute our deals directly through email, our websites, mobile apps, and social networks.
A customer who interacts with an email is directed to our website and mobile applications to learn more about the deal and to make a purchase. Social. We publish offerings through various social networks and adapt our marketing to the particular format of each of these social networking platforms.
A customer who interacts with an email is directed to our website and mobile applications to learn more about the deal and to make a purchase. Social. We publish content across various social networks and tailor our marketing to each platform’s format. Our website and mobile applications enable consumers to share our offerings with their personal social networks.
Customer Service and Support Our ability to establish and maintain long term relationships with our customers and encourage repeat visits and purchases is dependent, in part, on the strength of our customer support and service operations.
Customer Service and Support Our ability to establish and maintain long-term relationships with our customers and encourage repeat visits and purchases is dependent, in part, on the strength of our customer support and service operations. We have established multiple channels for communicating with our customers before and after the sale, including phone, e-mail, and online support.
In the United States and abroad, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims.
In the United States and abroad, laws governing the liability of online service providers for the activities of their users and other third parties are being tested in several cases.
In 2017, CardCash and Amazon launched a branded exchange which has grown to be CardCash’s most successful partnership to date. In 2023, Mastercard and Amazon led all CardCash branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively.
CardCash launched its first branded exchange partnership with CVS Pharmacy in 2012 and saw increased spending from both new and existing customers. In 2017, CardCash and Amazon launched a branded exchange, which has since become CardCash’s most successful partnership to date. In 2023, Mastercard and Amazon led all CardCash-branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively.
CardCash believes that a more efficient use of machine learning transaction processing with richer data from a strategic subset can empower it to scale its model to meet the needs of the gift card market.
CardCash intends to shift its cost structure to enable it to process 4-5X its current gift card volume at a very slight increase in costs. CardCash believes that more efficient use of machine-learning transaction processing, combined with richer data from a strategic subset, can enable it to scale its model to meet the needs of the gift card market.
In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States.
CardCash renewed the trademark in 2022 for an additional ten-year term. 10 In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property.
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 approximately 50% of our gross revenue in our fiscal year ended December 31, 2024.
The average order value for these Specials sales is nearly five times that of a certificate purchase. We believe that our relationships with small businesses present a significant revenue opportunity through such cross-promotions. Restaurant.com Business to Business Division Our B2B division accounted for approximately 85% of gross revenue for the fiscal year ended December 31, 2025.
None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff. We believe that our future success will depend in part on our ability to attract, hire and retain qualified personnel.
Employees As of December 31, 2025, we had 40 full-time employees. None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff.
While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’ and Discount Dining Passes’ promotional value can expire on the date stated on the certificate and Discount Pass, we continue to require that merchants with whom we partner honor discount certificates and Discount Dining Passes under the provisions of all laws applicable to discount certificates and Discount Dining Passes, including laws that prohibit expiration.
While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’ and Discount Dining Passes’ promotional value can expire on the date stated on the certificate and Discount Pass, we continue to require that merchants with whom we partner honor discount certificates and Discount Dining Passes under the provisions of all laws applicable to discount certificates and Discount Dining Passes, including laws that prohibit expiration. 9 In addition, some states treat gift cards as unclaimed or abandoned property under their unclaimed property laws, which require companies to remit the unredeemed balance to the government after a specified period (generally between one and five years) and impose reporting and recordkeeping obligations.
Customer care representatives are available for support from 8:30 a.m. to 5 p.m., Central Time, Monday through Friday. In addition, our customer service representatives are trained to cross-sell complementary and ancillary products and services. Employees As of December 31, 2024, we had 42 full time employees.
We currently employ a staff of in-house customer support personnel who handle customer inquiries, track shipments, investigate, and resolve issues related to merchandise and travel. Customer care representatives are available for support from 8:30 a.m. to 5 p.m., Central Time, Monday through Friday. In addition, our customer service representatives are trained to cross-sell complementary and ancillary products and services.
If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business.
If so, in addition to potential fines, this could result in an order requiring us to change our data practices, which could adversely affect our business.
Companies on the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.
Any unauthorized disclosure or use of our intellectual property could increase costs and harm our operating results. Companies in the online, social media, and other industries may hold large numbers of patents, copyrights, and trademarks and may frequently request license agreements, threaten litigation, or file suit against us for alleged infringement or other violations of intellectual property rights.
Our registration efforts have focused on gaining protection of the following trademarks (among others): The Company owns the registered marks “RESTAURANT.COM,” “DINING DOUGH,” and has submitted applications for several others.
We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States. Our registration efforts have focused on securing protection for the following trademarks (among others): The Company owns the registered marks “RESTAURANT.COM” and “DINING DOUGH” and has submitted applications for several others.
CardCash intends to transition from having its own online platform for both consumers and repeat high-volume sellers of gift cards to operating exchanges. CardCash currently operates approximately 25 branded exchanges.
CardCash intends to transition from operating its own online platform for both consumers and repeat high-volume gift card sellers to operating exchanges. CardCash currently operates approximately 25 branded exchanges. CardCash is focusing on three business growth concepts: Branded Exchange for Retailer Partnerships CardCash intends to increase the number of gift card exchanges on partner websites to send traffic to CardCash.com.
Consumers also access our deals through our mobile applications, which are available at no additional cost on the iPhone and Android, mobile operating systems. We launched our first mobile application in 2012 and our applications have been downloaded over 6.0 million times since then. These applications enable consumers to browse, purchase, manage and redeem deals on their mobile devices.
We launched our first mobile application in 2012 and our applications have been downloaded over 6.0 million times since then. These applications enable consumers to browse, purchase, manage and redeem deals on their mobile devices. Social Networks. We publish our daily deals across various social networks, tailoring our marketing to each platform’s format.
Furthermore, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for linking to third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act.
Furthermore, the Digital Millennium Copyright Act limits, but does not eliminate, our liability for linking to third-party websites that include materials that infringe copyright or other rights, provided we comply with the act’s statutory requirements. Complying with these laws could incur substantial costs or require changes to our business practices that are adverse to our business.
In addition, it is possible that governments of one or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites.
In addition, governments in one or more countries may seek to censor content on our websites or attempt to block access to them entirely. Accordingly, adverse legal or regulatory developments could substantially harm our business.
The patent was issued on June 10, 2014, and is expected to expire December 4, 2029. CardCash has a registered trademark for “CardCash” that was first issued on June 12, 2012, and is renewable every ten years. CardCash renewed the trademark in 2022 for an additional ten-year term.
CardCash purchased a patent (US 8,751,294 B2) from e2interactive relating to the processing of valuable-ascertainable items, such as gift cards, by retailers. The patent was issued on June 10, 2014, and is expected to expire on December 4, 2029. CardCash has a registered trademark for “CardCash,” first issued on June 12, 2012, and renewable every ten years.
Although we do not believe we are a financial institution or otherwise subject to these laws and regulations, it is possible that the Company could be considered a financial institution or provider of financial products. Intellectual Property We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions.
If this proposal is adopted as proposed, a discount certificate and a Discount Pass may be considered financial products, and we may be a financial institution. Although we do not believe we are a financial institution or otherwise subject to these laws and regulations, the Company may be considered a financial institution or a provider of financial products.
Major retailers like Amazon, Best Buy, CVS and Dell have capitalized on these solutions to enhance their customer offerings and drive additional revenue streams through gift cards without compromising product value.
Major retailers such as Amazon, Best Buy, CVS, and Dell have leveraged these solutions to enhance their customer offerings and drive additional revenue from gift cards without compromising product value. By fostering a mutually beneficial ecosystem, CardCash enables consumers and businesses to trade unwanted gift cards, and merchants benefit as unused cards are converted into revenue.
The certificates range from $5 to $100 and never expire. ● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months. ● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel.
These passes provide multiple uses for six months. ● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offerings (“Specials”), generating significantly higher revenue per customer than purchasing our other products.
We do not believe that we are a financial institution subject to these laws and regulations based, in part, on the characteristics of the discount certificates and Discount Dining Passes and our role with respect to the distribution of the discount certificates and Discount Dining Passes to customers. However, the Financial Crimes Enforcement Network, a division of the U.S.
Examples of anti-money laundering requirements imposed on financial institutions include customer identification and verification programs, record retention policies and procedures, and transaction reporting. We do not believe we are a financial institution subject to these laws and regulations, based in part on the characteristics of the discount certificates and Discount Dining Passes and our role in distributing them to customers.
CardCash anticipates that its gross margins will increase approximately 8% in the next two years based on retail-sourced inventory and retail sales. CardCash’s focus is to maximize inventory sourced through checkout and branded exchange initiatives to drive significant volume on the secondary market and generate higher gross margins.
CardCash anticipates that its gross margins will increase by approximately 8% over the next two years, driven by retail-sourced inventory and retail sales.
Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with Giftify, continues to serve as Chief Operating Officer of CardCash following the closing of the merger. 3 We are an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act of 2012.
Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with Giftify, continues to serve as Chief Operating Officer of CardCash following the merger’s closing. 3 Acquisitions On May 29, 2025, the Company completed the acquisition of Takeout7, Inc. (“Takeout7”).
CardCash Checkout CardCash is developing the technology to allow retailers to accept any gift card, anywhere, at any time to reduce the combined interchange fee for businesses, result in new-found money for customers and increase the average amount purchased.
CardCash Checkout CardCash is developing technology that enables retailers to accept any gift card, anywhere, at any time, reducing combined interchange fees for businesses, increasing customer value, and increasing average purchase amount. CardCash profits by selling the card on the secondary market. The transaction originates at checkout, and the card’s absence on CardCash’s website continues to route through the network.
We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties. CardCash purchased a patent (US 8,751,294 B2) from e2interactive relating to the processing of valuable-ascertainable items, such as gift cards, by retailers.
Intellectual Property We protect our intellectual property rights through federal, state, and common law, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.
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As an EGC, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation. Merger with CardCash Exchange, Inc.
Added
The acquisition was made pursuant to an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7. The Company acquired all issued and outstanding equity of Takeout7 for $609,000, consisting of the issuance of 350,000 shares of the Company’s common stock. In early 2026, Takeout7 and its operations were merged into our subsidiary, Restaurant.com.
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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 Giftify, Inc., and Elliott Bohn, in his capacity as stockholder representative for CardCash’s stockholders.
Added
CardCash focuses on maximizing inventory sourced through checkout and branded exchange initiatives to drive significant volume in the secondary market and achieve higher gross margins. 5 Restaurant.com Business to Customer Division Our B2C division accounted for approximately 15% of gross revenue in our fiscal year ended December 31, 2025.
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By fostering a mutually beneficial ecosystem, CardCash.com drives a scenario where consumers and businesses effortlessly trade unwanted gift cards while others access these cards at discounted rates, simultaneously benefiting merchants as unused gift cards are utilized to convert financial liabilities into revenue.
Added
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.
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CardCash is focusing on three business growth concepts: Branded Exchange for Retailer Partnerships CardCash intends to increase the number of gift card exchanges on partner websites to send traffic to CardCash.com. CardCash launched its first branded exchange partnership with CVS Pharmacy in 2012 and experienced an increase in the amount of spending by both new and existing customers.
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We believe that our future success will depend in part on our ability to attract, hire, and retain qualified personnel.
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CardCash profits by selling the card on the secondary market, the transaction is sourced from the point of checkout, and by not being on CardCash’s website, represents a perpetuating network.
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CardCash intends to shift its cost structure to allow it to process scalable volumes of 4-5X its current number of gift cards with a very slight increase in cost.
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Restaurant.com Business to Customer Division Our B2C division accounted for approximately 50% of gross revenue in our fiscal year ended December 31, 2024. To our database of 6.2 million customers, we sell: ● Discounted certificates for 10,000 restaurants.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur business, like that of our restaurants and merchants, may be subject to some degree of sales seasonality. As the growth of our business stabilizes, these seasonal fluctuations may become more evident. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales.
Biggest changeOur business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock. Our business, like that of our restaurants and merchants, may be subject to some degree of sales seasonality. As our business growth stabilizes, these seasonal fluctuations may become more pronounced.
Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.
Many of these laws contain provisions governing the use of gift cards, gift certificates, stored-value cards, or prepaid cards, including specific disclosure requirements, prohibitions or limitations on expiration dates, and the imposition of certain fees.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, Digital Millennium Copyright Act, the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, the Digital Millennium Copyright Act, the Electronic Signatures in Global and National Commerce Act, and the Uniform Electronic Transactions Act.
If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition. Our business depends on the development and maintenance of the internet infrastructure.
If we do not successfully maintain or expand our network infrastructure, or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition. Our business depends on the development and maintenance of the internet infrastructure.
We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States or in the restaurant and entertainment industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.
We cannot predict the timing, strength, or duration of any worldwide economic slowdown or subsequent recovery, in the United States, or in the restaurant and entertainment industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.
We have relationships with online services, search engines, affiliate marketing websites, directories and other website and e-commerce businesses to provide content, advertising banners and other links that direct customers to our website. We rely on these relationships as significant sources of traffic to our websites and to generate new customers.
We have relationships with online services, search engines, affiliate marketing websites, directories, and other websites and e-commerce businesses to provide content, advertising banners, and other links that direct customers to our website. We rely on these relationships as significant sources of traffic to our websites and to generate new customers.
Our insurance coverage and indemnity rights may not adequately protect us against loss. The types, coverage, or the amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any losses we may actually incur in the operation of our business.
Our insurance coverage and indemnity rights may not adequately protect us against loss. The types, coverage, or amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any losses we may actually incur in the operation of our business.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for Company’s shareholders to sell shares of our common stock.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for the Company’s shareholders to sell shares of our common stock.
The principal risks to CardCash achieving profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.
The principal risks to CardCash maintaining future profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.
We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to: ● acquire new customers and retain existing customers; ● attract and retain high-quality restaurants and other merchants; ● increase the number, variety, quality and relevance of discount certificates and Discount Dining Passes, including through third party business partners and technology integrations, as we attempt to expand our current platform; ● leverage other platforms to display our offerings; 25 ● deliver a modern mobile experience and achieve additional mobile adoption to capitalize on customers’ continued shift toward mobile device usage; ● increase booking capabilities; ● increase the awareness of, and evolve, our brand to an expanded customer base; ● reduce costs and improve selling, general and administrative (SG&A) leverage; ● successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities; ● provide a superior customer service experience for our customers; ● avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches; ● respond to continuous changes in consumer and merchant use of technology; ● offset declines in email, search engine optimization (“SEO”) and other traffic channels and further diversify our traffic channels; ● react to challenges from existing and new competitors; ● respond to seasonal changes in supply and demand; and ● address challenges from existing and new laws and regulations.
We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to: ● acquire new customers and retain existing customers; ● attract and retain high-quality restaurants and other merchants; ● increase the number, variety, quality, and relevance of discount certificates and Discount Dining Passes, including through third-party business partners and technology integrations, as we attempt to expand our current platform; ● leverage other platforms to display our offerings; ● deliver a modern mobile experience and achieve additional mobile adoption to capitalize on customers continued shift toward mobile device usage; ● increase booking capabilities; ● increase the awareness of, and evolve, our brand to an expanded customer base; ● reduce costs and improve selling, general and administrative (SG&A) leverage; 23 ● successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities; ● provide a superior customer service experience for our customers; ● avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches; ● respond to continuous changes in consumer and merchant use of technology; ● offset declines in email, search engine optimization (“SEO”) and other traffic channels and further diversify our traffic channels; ● react to challenges from existing and new competitors; ● respond to seasonal changes in supply and demand; and ● address challenges from existing and new laws and regulations.
However, a successful challenge to our position or expansion of state laws could subject us to increased compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions pending receipt of any necessary licenses or registrations. 18 Current uncertainty in global economic conditions could adversely affect our revenue and business.
However, a successful challenge to our position or expansion of state laws could subject us to increased compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions pending receipt of any necessary licenses or registrations. Current uncertainty in global economic conditions could adversely affect our revenue and business.
We have been assessing our internal controls to identify areas that need improvement. Failure to identify and thereafter implement required changes to our internal controls or any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause investors to lose confidence in our reported financial information.
We have been assessing our internal controls to identify areas that need improvement. Failure to identify and implement required changes to our internal controls, or any others we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause investors to lose confidence in our reported financial information.
Currently, the most significant impact of inflation on us is the increase in employee wages. Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing. We may in the future be required to raise capital through public or private financing or other arrangements.
Currently, the most significant impact of inflation on us is the increase in employee wages. 17 Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing. We may in the future be required to raise capital through public or private financing or other arrangements.
Because we are not required to, and have not, had our auditors provide an attestation of our management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Because we are not required to, and have not, had our auditors provide an attestation of our management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period. 27 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures. 19 We intend to make acquisitions that could disrupt our operations and adversely impact our business and operating results.
If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures. We intend to make acquisitions that could disrupt our operations and adversely impact our business and operating results.
These conditions may make it difficult for our restaurants and other merchants to accurately forecast and plan future business activities and could cause our merchants to terminate their relationships with us or could cause our customers to slow or reduce their spending.
These conditions may make it difficult for our restaurants and other merchants to accurately forecast and plan future business activities and could lead our merchants to terminate their relationships with us or cause our customers to slow or reduce their spending.
We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to: ● maintaining enough working capital to run our business; ● pursuing growth opportunities, including more rapid expansion; 24 ● acquiring complementary businesses and technologies; ● making capital improvements to improve our infrastructure; ● responding to competitive pressures; ● complying with regulatory requirements for advertising or taxation; and ● maintaining compliance with applicable laws.
We may need to raise additional funds through public or private debt or equity financings to meet various objectives, including, but not limited to: ● maintaining enough working capital to run our business; ● pursuing growth opportunities, including more rapid expansion; ● acquiring complementary businesses and technologies; ● making capital improvements to improve our infrastructure; 22 ● responding to competitive pressures; ● complying with regulatory requirements for advertising or taxation; and ● maintaining compliance with applicable laws.
Any interruption in our ability to obtain the products or services of these or other third parties or deterioration in their performance could impair the timing and quality of our own service.
Any interruption in our ability to obtain products or services from these or other third parties, or any deterioration in their performance, could impair the timing and quality of our own service.
In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed. 22 We also rely on social networking messaging services for marketing purposes, and anything that limits our ability or our customers’ ability or desire to utilize social networking services could have a material adverse effect on our business.
In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed. 20 We also rely on social networking messaging services for marketing purposes, and anything that limits our ability or our customers’ ability or desire to utilize social networking services could have a material adverse effect on our business.
If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete.
If competitors introduce new products and services using emerging technologies, or if new industry standards and practices emerge, our existing websites and proprietary technology and systems may become obsolete.
There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock is currently traded. Our common stock is controlled by insiders.
There can be no assurance that we will not be required to issue additional shares, warrants, or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock are currently traded. 26 Our common stock is controlled by insiders.
Our second amended and restated bylaws further provides that unless we consent in writing to the selection of an alternative forum, the United States District Court in Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”).
Our second amended and restated bylaws further provide that unless we consent in writing to the selection of an alternative forum, the United States District Court in Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”).
If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business. Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include discount certificates and Discount Dining Passes.
If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payment services business. Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include discount certificates and Discount Dining Passes.
Furthermore, if our arrangements with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us. 21 We are subject to cyber security risks and risks of data loss or other security breaches.
Furthermore, if our arrangements with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us. 19 We are subject to cyber security risks and risks of data loss or other security breaches.
The Russia Ukraine conflict and other geopolitical conflicts, as well as related international response, has exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which has resulted and may continue to result in shortages in food products, materials and services.
The Russia-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.
In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision.
In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act to be brought in federal court were “facially valid” under Delaware law, there is uncertainty about whether other courts will enforce our Federal Forum Provision.
Further, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our profitability. 13 The implementation of the CARD Act and similar state laws may harm our business and results of operations.
Further, the costs and expenses associated with defending any actions related to such additional laws and regulations, and any payments of related penalties, judgments, or settlements could adversely impact our profitability. 12 The implementation of the CARD Act and similar state laws may harm our business and results of operations.
If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.
If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees, lose our ability to accept credit and debit card payments from consumers or facilitate other online payments, and our business and operating results could be adversely affected.
Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial condition and results of operations. 23 Use of social media may adversely impact our reputation.
Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial condition and results of operations. 21 Use of social media may adversely impact our reputation.
In addition, conversion of the currently outstanding warrants will further dilute the voting power of investors in this offering and will disproportionately diminish their ability to influence our management given the large percentage of shares currently held by our directors and officers as discussed in the risk factor below.
In addition, conversion of the currently outstanding warrants will further dilute investors’ voting power in this offering and will disproportionately diminish their ability to influence our management, given the large percentage of shares currently held by our directors and officers, as discussed in the risk factor below.
The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as: ● actual or anticipated variations in our operating results; ● announcements of developments by us or our competitors; ● regulatory actions regarding our products; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● adoption of new accounting standards affecting our industry; ● additions or departures of key personnel; ● introduction of new products by us or our competitors; ● sales of our common stock or other securities in the open market; and ● other events or factors, many of which are beyond our control. 28 The stock market is subject to significant price and volume fluctuations.
The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as: ● actual or anticipated variations in our operating results; ● announcements of developments by us or our competitors; ● regulatory actions regarding our products; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● adoption of new accounting standards affecting our industry; ● additions or departures of key personnel; ● introduction of new products by us or our competitors; ● sales of our common stock or other securities in the open market; and ● other events or factors, many of which are beyond our control.
If any of these events occurs, our net income could be materially and adversely affected. 15 We are subject to risks associated with information disseminated through our websites and applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to our product offerings.
If any of these events occur, our net income could be materially and adversely affected. We are subject to risks associated with information disseminated through our websites and applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to our product offerings.
Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction.
Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects, or business. The harm may be immediate, without affording us an opportunity to seek redress or correction.
Such platforms also could be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition and results of operations. We may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially reasonable terms.
Such platforms could also be used to disseminate trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition, and results of operations. We may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially reasonable terms.
Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. There is limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future.
Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market for penny stocks. There is limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future. There is limited trading activity in our common stock.
We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions, and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments.
We may incur significant losses from fraud and counterfeit certificates. We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions, and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments.
To remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face material delays in introducing new services, products and enhancements. If this happens, our customers may forego the use of our websites and use those of our competitors. The internet and the online commerce industry are rapidly changing.
To remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face material delays in introducing new services, products, and enhancements. If this happens, our customers may forgo using our websites and instead use those of our competitors. The internet and the online commerce industry are rapidly changing.
This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as one of our stockholders. In addition, sales by our insiders or affiliates along with any other market transactions, could negatively affect the market price of our common stock.
This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you believe are in your best interest as a stockholder. In addition, sales by our insiders or affiliates, along with any other market transactions, could negatively affect the market price of our common stock.
In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer.
In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards, we would experience substantial revenue reductions, which would harm our business.
If we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests.
If we do not begin generating significant revenue, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests.
We rely on third-party computer systems and third-party service providers, including credit card verifications and confirmations, to host our website and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers. We also rely on third-party licenses for components of the software underlying our technology platform.
We rely on third-party computer systems and service providers, including credit card verification and confirmation, to host our website and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers. We also rely on third-party licenses for components of the software underlying our technology platform.
If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
If customers do not perceive our offerings as attractive, or if we fail to introduce new, more relevant deals, or to increase awareness and understanding of our offerings on our marketplace platform, we may be unable to retain or acquire customers at levels necessary to grow our business and profitability.
We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.
We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses related to certain securities we issue, such as convertible notes and warrants, which may adversely affect our financial condition.
We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Ketan Thakker, our President and Chief Executive Officer, Steve Handy, our Chief Financial Officer, Elliot Bohm, the Chief Executive Officer of our subsidiary, CardCash, and Marc Ackerman, the Chief Operating Officer of our subsidiary, CardCash, and Balazs Wallisch, the Chief Operating Officer of our subsidiary, Restaurant.com.
We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Ketan Thakker, our President and Chief Executive Officer, Steve Handy, our Chief Financial Officer, Elliot Bohm, the Chief Executive Officer of our subsidiary, CardCash, and Marc Ackerman, the Chief Operating Officer of our subsidiary, CardCash.
In addition, we may be unable to upgrade and expand our transaction processing systems in an effective and timely manner or to integrate any newly developed or purchased functionality with our existing systems. If we do not respond to rapid technological changes, our services could become obsolete, and we could lose customers.
In addition, we may be unable to upgrade and expand our transaction processing systems in an effective and timely manner or to integrate any newly developed or purchased functionality with our existing systems. If we do not keep pace with rapid technological change, our services could become obsolete and we could lose customers.
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.
To the extent that the restaurant customers we serve are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their businesses, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected.
ITEM 1A. RISK FACTORS Risks Related to Our Company and Our Business There is substantial doubt about our ability to continue as a going concern. We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives, and we received a going concern qualification in our 2024 audit.
ITEM 1A. RISK FACTORS Risks Related to Our Company and Our Business There is substantial doubt about our ability to continue as a going concern. We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives.
In addition, acquisitions also involve other risks, including risks inherent in entering markets in which we have no or limited prior experience and the potential loss of key employees. If the products that we offer on our online marketplaces do not reflect our customers’ tastes and preferences, our sales and profit margins would decrease.
In addition, acquisitions involve risks, including those inherent in entering markets with no or limited prior experience and the potential loss of key employees. If the products that we offer on our online marketplaces do not reflect our customers’ tastes and preferences, our sales and profit margins would decrease.
The success of our services will depend largely on the development and maintenance of the internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable internet access and services.
The success of our services will largely depend on the development and maintenance of our internet infrastructure. This includes maintaining a reliable network backbone with the necessary speed, data capacity, and security, as well as the timely development of complementary products to provide reliable internet access and services.
Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons.
Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards, or prepaid cards and, therefore, may be subject to, among other laws, the CARD Act and state laws governing gift cards, stored value cards, and coupons.
The market price of our common stock may fluctuate, and you could lose all or part of your investment. The price of our common stock may decline. The stock market in general, and the market price of our common stock will likely be subject to fluctuation, whether due to, or irrespective of, our operating results, financial condition and prospects.
The market price of our common stock may fluctuate, and you could lose all or part of your investment. The price of our common stock may decline. The stock market in general, and the market price of our common stock, will likely fluctuate, whether due to or independent of our operating results, financial condition, and prospects.
Some of these states include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations.
Some states treat gift cards as unclaimed or abandoned property under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period (generally between one and five years) and impose certain reporting and recordkeeping obligations.
We may lose users if we are not able to continue to meet our users’ mobile and multi-screen experience expectations. If we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail to capture a sufficient share of an increasingly important portion of the market for online services.
We may lose users if we cannot continue to meet our users’ mobile and multi-screen experience expectations. If we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail to capture a sufficient share of an increasingly important segment of the online services market.
Our officers and directors beneficially own approximately 20% of our outstanding shares of common stock. Such concentrated control may adversely affect the price of our common stock. Investors who acquire common stock may have no effective voice in our management since the insiders will have the ability to influence us through this ownership position.
Our officers and directors beneficially own approximately 20% of our outstanding shares of common stock. Such concentrated control may adversely affect the price of our common stock. Investors who acquire common stock may have no effective voice in our management, as insiders can influence us through this ownership position.
For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We have posted privacy policies and practices concerning the collection, use and disclosure of subscriber data on our websites and applications.
For example, there have recently been Congressional hearings and increased attention to the capture and use of location-based information from smartphone and other mobile device users. We have posted privacy policies and practices concerning the collection, use, and disclosure of subscriber data on our websites and applications.
A significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, financial condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism could cause disruptions to the internet, our business or the economy as a whole.
A significant natural disaster, such as an earthquake, fire, or flood, could have a material adverse impact on our business, financial condition, and results of operations, and our insurance coverage may be insufficient to compensate us for any resulting losses. Acts of terrorism could disrupt the internet, our business, or the economy as a whole.
For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.
For certain payment methods, including credit and debit cards, we pay interchange and other fees that may increase over time, raise our operating costs, and reduce profitability.
If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discounts and Discount Dining Passes, our net income could be materially and adversely affected. In certain states, our discount certificates and Discount Dining Passes may be considered a gift card.
If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discounts and Discount Dining Passes, our net income could be materially and adversely affected. In certain states, our discount certificates and Discount Dining Passes may be treated as gift cards.
If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.
If the Federal Forum Provision is found unenforceable, we may incur additional costs to resolve such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.
Given the challenges inherent in identifying these customers, we do not have a reliable system to accurately identify the number of actual individual customers, and thus we rely on the number of total customers as our measure of the size of our subscriber base.
Given the challenges inherent in identifying these customers, we do not have a reliable system to accurately determine the number of individual customers, so we rely on total customers as our measure of subscriber base size.
In addition, as our business expands, we will need to add new personnel, including information technology and engineering personnel to maintain and expand our website and systems, marketing and salespeople to attract and retain customers and merchants and customer support personnel to serve our growing customer base.
In addition, as our business expands, we will need to add personnel across information technology and engineering to maintain and expand our website and systems, marketing and sales to attract and retain customers, and customer support to serve our growing customer base.
While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business will suffer. 17 We are subject to payments-related risks.
While we have taken measures to detect and mitigate fraud risk, these measures must be continually improved and may not be effective against new or evolving fraud or in connection with new product offerings. If these measures do not succeed, our business will suffer. We are subject to payments-related risks.
Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact.
Consumers value readily available information about retailers, manufacturers, and their goods and services, and often act on it without further investigation, authentication, or regard for its accuracy. The availability of information on social media platforms and devices is virtually immediate, as is its impact.
There is limited trading activity in our common stock. Although our common stock is now trading on the Nasdaq Marketplace, there can be no assurance that a more active market for the common stock will develop, or if one should develop, there is no assurance that it will be sustained.
Although our common stock is now trading on the Nasdaq Marketplace, there is no assurance that a more active market for the common stock will develop, or, if one does, that it will be sustained.
If a market does not develop or is not sustained it may be difficult for you to sell your common stock at the time you wish to sell them, at a price that is attractive to you, or at all.
If a market does not develop or is not sustained, it may be difficult for you to sell your common stock at the time you wish to sell it, at a price that is attractive to you, or at all. You may not be able to sell your common stock at or above the offering price per share.
The internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance of the internet.
The internet has experienced, and is likely to continue to experience, significant growth in the number of users and in traffic volume. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, higher bandwidth requirements, and issues caused by viruses, worms, malware, and similar programs may degrade internet performance.
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.
We cannot predict future trends in inflation or other negative economic factors, or the associated increases in our operating costs, and how these may impact our business.
Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
Any disruption to these services, or any failure by these providers to handle existing or increased traffic, could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise limited control over them, which increases our vulnerability to issues with the services they provide.
We do not believe that we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of discount certificates and Discount Dining Passes and our role with respect to the distribution of discount certificates and Discount Dining Passes to customers. However, the Financial Crimes Enforcement Network, a division of the U.S.
We do not believe we are a financial institution subject to these laws and regulations, based in part on the characteristics of discount certificates and Discount Dining Passes and our role in distributing them to customers. However, the Financial Crimes Enforcement Network, a division of the U.S.
Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement our plans for expansion. 20 To obtain future revenue growth and achieve and sustain profitability, we will have to attract and retain customers on cost-effective terms. Our success depends on our ability to attract and retain customers on cost-effective terms.
If we fail to retain or attract qualified personnel, we may be unable to compete successfully or implement our expansion plans. 18 To obtain future revenue growth and achieve and sustain profitability, we will have to attract and retain customers on cost-effective terms. Our success depends on our ability to attract and retain customers on cost-effective terms.
Moreover, government consumption or socio-economic policies or objectives pursued by countries in which we do business could potentially impact the demand for our discount dining certificates and discount Dining Passes. Global inflation also increased during 2022.
Moreover, government consumption, socio-economic policies, or objectives pursued by countries where we do business could affect demand for our discount dining certificates and discount Dining Passes. Global inflation also increased during 2022.
Further, as our customer base evolves, the composition of our customers may change in a manner that makes it more difficult to generate revenue to offset the loss of existing customers and the costs associated with acquiring and retaining customers and to maintain or increase our customers’ purchase frequency.
Further, as our customer base evolves, the composition of our customer base may change in ways that make it more difficult to generate revenue to offset the loss of existing customers, cover the costs of acquiring and retaining customers, and maintain or increase our customers’ purchase frequency.
Several internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach.
Several internet companies have incurred penalties for failing to honor the representations in their privacy policies and practices. In addition, several states have enacted legislation requiring businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach.
Further, any insurance we may desire to purchase may not be available to us on terms we find acceptable or at all. We are not indemnified by all of our suppliers, and any indemnification rights we may have may not be enforceable or adequate to cover actual losses we may incur as a result of our sales of their products.
Furthermore, any insurance we may wish to purchase may not be available to us on terms we find acceptable, or at all. We are not indemnified by all of our suppliers, and any indemnification rights we may have may not be enforceable or adequate to cover actual losses we may incur arising from our sales of their products.
Rules and guidelines of these natural search engine companies govern our participation on their sites and how we share relevant internet information that may be considered or incorporated into the algorithms utilized by these sites.
Rules and guidelines from these natural search engine companies govern our participation on their sites and how we share relevant online information that may be considered or incorporated into their algorithms.
Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include: ● actual or anticipated variations in our periodic operating results; ● increases in market interest rates that lead purchasers of our common stock to demand a higher investment return; ● changes in earnings estimates; ● changes in market valuations of similar companies; ● actions or announcements by our competitors; ● adverse market reaction to any increased indebtedness we may incur in the future; ● additions or departures of key personnel; ● actions by stockholders; ● speculation in the media, online forums, or investment community; and ● our intentions and ability to list our common stock on the NYSE MKT and our subsequent ability to maintain such listing. 29 As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.
Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include: ● actual or anticipated variations in our periodic operating results; ● increases in market interest rates that lead purchasers of our common stock to demand a higher investment return; ● changes in earnings estimates; ● changes in market valuations of similar companies; ● actions or announcements by our competitors; ● adverse market reaction to any increased indebtedness we may incur in the future; ● additions or departures of key personnel; ● actions by stockholders; ● speculation in the media, online forums, or investment community; and ● our intentions and ability to list our common stock on the NYSE MKT and our subsequent ability to maintain such listing.
Social media platforms and devices immediately publish the content their customers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time.
Social media platforms and devices immediately publish content from their users and participants, often without filters or checks on its accuracy. The opportunity to disseminate information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time.
If we are unable to secure additional financing in the future, we will not be able to continue as a going concern. If we do not begin to generate significant revenues from our operations, we will need additional capital, which may not be available on reasonable terms or at all.
If we are unable to secure additional financing in the future, we will not be able to continue as a going concern. If we do not begin generating significant revenue from our operations, we will need additional capital, which may not be available on reasonable terms or at all. Raising additional capital will dilute current stockholders’ ownership interests.
We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based on our assessment of applicable laws.
We do not remit any amounts for unredeemed discount certificates or Discount Dining Passes, based on our assessment of applicable laws.
In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and applications or may even attempt to completely block access to our websites. Adverse legal or regulatory developments could substantially harm our business.
In addition, governments in one or more countries may seek to censor content on our websites and applications, or attempt to block access to our websites. Adverse legal or regulatory developments could substantially harm our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn support of this approach, our IT security team implements processes to assess, identify, and manage security risks to the company, including in the areas of security and compliance, application security, infrastructure security and data privacy. This process includes regular compliance and critical system access reviews.
Biggest changeWe implement a risk-based approach to managing cyber threats, supported by cybersecurity technologies, including automated tools, to monitor, identify, and address risks. In support of this approach, our IT security team implements processes to assess, identify, and manage security risks to the company, including in the areas of security and compliance, application security, infrastructure security and data privacy.
Risk Factors, the section titled “Risk Factors—Risks Related to Our Company and Our Business— We are subject to cyber security risks and risks of data loss or other security breaches. ” Risk Management Oversight and Governance Our Board of Directors has oversight of our cybersecurity program and has delegated the quarterly assessments and management of cybersecurity risks to the Audit Committee.
Risk Factors, the section titled “Risk Factors—Risks Related to Our Company and Our Business— We are subject to cybersecurity risks and risks of data loss or other security breaches. ” Risk Management Oversight and Governance Our Board of Directors oversees our cybersecurity program and has delegated the quarterly assessments and management of cybersecurity risks to the Audit Committee.
Any cybersecurity incidents at the Company are reported to the Audit Committee by the IT Manager.
Any cybersecurity incidents at the Company are reported to the Audit Committee by the IT Manager. 28
Further, we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that will have access to Company data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring. 30 We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.
Further, we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that will have access to Company data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring.
In addition, we conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We also maintain an incident response plan to guide our processes in the event of an incident. We also have a process to require corporate employees to undertake cybersecurity training and compliance programs annually.
This process includes regular compliance and critical system access reviews. In addition, we conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We also maintain an incident response plan to guide our processes in the event of an incident.
We utilize third parties and consultants to assist in the identification and assessment of risks , including to support tabletop exercises and to conduct security testing.
We also have a process that requires corporate employees to complete cybersecurity training and compliance programs annually. We utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing.
Removed
We implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify, and address cybersecurity risks.
Added
We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal executive offices, including Restaurant.com, are located at 1100 Woodfield Road, Suite 510, Schaumburg, IL 60173 and consist of approximately 7,850 square feet. The corresponding lease was executed in April 2023 for a term of 36 months and an average base rent of approximately $7,500 per month.
Biggest changeITEM 2. PROPERTIES Our principal executive offices, including Restaurant.com, are located at 1100 Woodfield Road, Suite 510, Schaumburg, IL 60173, and consist of approximately 7,850 square feet. The corresponding lease was executed in April 2023 for a 36-month term at an average base rent of approximately $7,500 per month.
In July 2018, CardCash signed a lease for its office located in Woodbridge, New Jersey. The lease has a term of 70 months through April 2024, and an average base rent of approximately $17,000 per month.
In April 2024, CardCash signed a lease for its office located in Woodbridge, New Jersey. The lease has a term of 61 months through April 2029, and an average base rent of approximately $28,000 per month.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeCurrently, 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.
Biggest changeCurrently, 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 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant. 32 Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2024.
Biggest changeThe decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.
Number of Securities to be issued upon exercise of vested Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) I Equity Compensation Plans (1) Approved by Security Holders 2019 Plan 4,121,830 $ 4.28 35,878,170 (1) The only equity compensation plan approved by security holders is our 2019 Stock Incentive Plan.
Number of Securities to be issued upon exercise of vested Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) I Equity Compensation Plans (1) Approved by Security Holders 2019 Plan 4,047,222 $ 3.11 35,952,778 (1) The only equity compensation plan approved by security holders is our 2019 Stock Incentive Plan.
From April 17, 2020 to September 25, 2020, our common stock was quoted on the OTC:Pink under the symbol UBID and prior thereto under the symbol QMKR.
Prior to August 6, 2024, our common stock has been quoted on the OTC:QB under the symbol RSTN since September 25, 2020. From April 17, 2020 to September 25, 2020, our common stock was quoted on the OTC:Pink under the symbol UBID and prior thereto under the symbol QMKR.
High Low Year Ending December 31, 2024 October 1, 2024 through December 31, 2024 $ 2.54 $ 0.92 July 1, 2024 through September 30, 2024 $ 4.22 $ 0.50 April 1, 2024 through June 30, 2024 $ 4.27 $ 3.60 January 1, 2024 through March 31, 2024 $ 4.65 $ 3.25 Year Ending December 31, 2023 October 1, 2023 through December 31, 2023 $ 4.45 $ 3.15 July 1, 2023 through September 30, 2023 $ 4.60 $ 2.97 April 1, 2023 through June 30, 2023 $ 3.70 $ 2.88 January 1, 2023 through March 31, 2023 $ 3.39 $ 1.35 Holders As of December 31, 2024, there were 809 holders of record of our common stock.
High Low Year Ending December 31, 2025 October 1, 2025 through December 31, 2025 $ 1.22 $ 0.95 July 1, 2025 through September 30, 2025 $ 1.56 $ 0.86 April 1, 2025 through June 30, 2025 $ 2.18 $ 1.17 January 1, 2025 through March 31, 2025 $ 2.38 $ 0.82 Year Ending December 31, 2024 October 1, 2024 through December 31, 2024 $ 2.54 $ 0.92 July 1, 2024 through September 30, 2024 $ 4.22 $ 0.50 April 1, 2024 through June 30, 2024 $ 4.27 $ 3.60 January 1, 2024 through March 31, 2024 $ 4.65 $ 3.25 29 Holders As of December 31, 2025, there were 825 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Recent Sales of Unregistered Securities In December 2024, the Company received net proceeds of $200,000 for the sale of 150,000 shares of common stock, as part of a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, LLC.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Recent Sales of Unregistered Securities None Market Information On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq.
Removed
As a condition of the right of the Company to commence sales of its Purchase Shares to ClearThink Capital under the Strata Purchase Agreement, the Company issued to ClearThink Capital under the terms of the Securities Purchase Agreement, 100,000 restricted shares of Giftify’s common stock and an effective registration statement covering the resale of the Purchase Shares.
Added
Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2025.
Removed
Market Information On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq. Prior to August 6, 2024, our common stock has been quoted on the OTC:QB under the symbol RSTN since September 25, 2020.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAND SUBSDIARIES (FKA RDE, INC.) CONSOLIDATED STATEMENTS OF OPERATIONS Successor Predecessor Year Ended December 30, 2023 to January 1, 2023 to December 31, 2024 December 31, 2023 December 29, 2023 Net Sales $ 88,934,036 $ 484,860 $ 86,661,944 Cost of sales 75,789,255 418,350 76,220,645 Gross profit 13,144,781 66,510 10,441,299 Operating Expenses Selling, general and administrative expenses 27,615,865 5,086,510 11,152,428 Amortization of capitalized software costs 1,472,974 - 1,080,537 Amortization of intangible assets 2,431,668 - 300,000 Impairment of property and equipment - - 738,740 Impairment of intangibles - - 250,000 Total operating expenses 31,520,507 5,086,510 13,521,705 Loss from operations (18,375,726 ) (5,020,000 ) (3,080,406 ) Other income (expense): Interest expense (1,002,354 ) - (2,890,466 ) Financing costs (131,000 ) - - Gain on forgiveness of debt - - 5,876,000 Total other income (expense), net (1,133,354 ) - 2,985,534 Net loss before income taxes (19,509,080 ) (5,020,000 ) (94,872 ) Income taxes (expense) benefit 677,000 - (29,673 ) Net loss $ (18,832,080 ) $ (5,020,000 ) $ (124,545 ) Net Sales For the year ended December 31, 2023, the Company’s operating revenues consisted of sales generated by our CardCash business.
Biggest changeAND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 2024 Net Sales $ 83,181,716 $ 88,934,036 Cost of sales 67,686,362 75,789,255 Gross profit 15,495,354 13,144,781 Operating Expenses Selling, general and administrative expenses 22,933,052 27,615,865 Depreciation of capitalized software costs 645,375 1,472,974 Amortization of intangible assets 2,271,673 2,431,668 Total operating expenses 25,850,100 31,520,507 Loss from operations (10,354,746 ) (18,375,726 ) Other expense: Interest income 15,511 - Interest expense (604,759 ) (1,002,354 ) Financing costs (95,000 ) (131,000 ) Other income 38,540 Total other expense, net (645,708 ) (1,133,354 ) Net loss before income tax benefit (11,000,454 ) (19,509,080 Income tax benefit 508,796 677,000 Net loss $ (10,491,658 ) $ (18,832,080 ) The following is a discussion of our results of operations.
Critical Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
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, 2025 and 2024 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
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.
With advanced fraud-prevention technology, FraudFix, CardCash ensures the security and integrity of all transactions 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.
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 approximately 50% of gross revenue in our fiscal year ended December 31, 2024.
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. 31 Restaurant.com Business to Customer Division Our B2C division accounted for approximately 15% of gross revenue in our fiscal year ended December 31, 2025.
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.
Operating Expenses Selling, general, and administrative expenses consist of costs incurred to identify, communicate with, and evaluate potential customers and related business opportunities; compensation to officers and directors; legal and other professional fees; lease expense; and other general corporate expenses.
Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced operating losses and negative operating cash flows during 2024 and 2023.
Going Concern Our consolidated financial statements have been presented on the basis that the Company 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 2025 and 2024.
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.
Recognition of compensation expense for non-employees occurs in the same period and in the same manner as if the Company had paid cash for the services. 40 Acquisitions and Business Combinations The Company allocates the fair value of the purchase consideration to the tangible assets acquired, the liabilities assumed, and the separately identifiable intangible assets acquired, based on their estimated fair values.
In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, adversely affected work forces, economies and financial markets globally.
In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak adversely affected workforces, economies, and financial markets globally.
Going Concern Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We experienced operating losses and negative operating cash flows during 2024 and 2023.
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 incurred operating losses and negative operating cash flows in 2025 and 2024.
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.
Restaurant.com Other Business We also generate revenue from third-party offers and display ads. This comprises a de minimis portion of our gross revenue. Restaurant.com Attractive Customer Demographics We intend to grow and leverage our 6.2 million customer database, which we believe is valuable to merchants for a variety of services and products.
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 CardCash is a leading gift card exchange platform that facilitates the purchase and sale of unwanted gift cards at discounted rates for 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.
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.
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, particularly regarding intangible assets.
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’s core service offering includes buying and selling gift cards from over 1,100 retailers, including Target, Home Depot, Starbucks, and TJ Maxx. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases.
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.
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 inherently uncertain.
Cash used in operating activities for the year ended December 31, 2024 was approximately $2,551,870 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, impairment of goodwill and intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
Cash used in operating activities for the year ended December 31, 2024 was approximately $3,407,539 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.
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’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its business activities and ultimately achieve sustainable operating revenues and profitability.
Our revenues from purchase of our discount certificates in 2020, 2021 and 2022 declined since they could only be redeemed when dining in the restaurants and also were not accepted for payment by third-party platforms that facilitated ordering and delivery of food on-demand. As the COVID-19 pandemic has abated, our revenues improved in fiscal 2023.
Our revenues from the purchase of our discount certificates in 2020, 2021, and 2022 declined since they could only be redeemed when dining in the restaurants and also were not accepted for payment by third-party platforms that facilitated ordering and delivery of food on demand.
The following discussion and analysis of the financial condition and results of operations of Giftify should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
The following discussion and analysis of the financial condition and results of operations of Giftify should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following discussion and analysis contains forward-looking statements.
These passes provide multiple uses for six months. ● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products.
These passes provide multiple uses for six months. ● “Specials by Restaurant.com,” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine, and travel. Customers have favored these bundled offerings (“Specials”), generating significantly higher revenue per customer than purchasing our other products.
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.
Our ability to continue as a going concern depends on our ability to raise additional debt or equity capital to fund our business activities and ultimately achieve sustainable operating revenues and profitability.
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. 35 Going Concern The Company has a history of reporting net losses.
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.
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.
We cannot predict future trends in inflation or other negative economic factors, or the associated changes in our operating costs, and how these may impact our business.
Amortization expenses were $1,472,974 during the year ended December 31, 2024, as compared to $1,080,537 during the year ended December 31, 2023. Amortization of intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $2,431,668 during the year ended December 31, 2024.
Amortization expenses were $645,375 during the year ended December 31, 2025, as compared to $1,472,974 during the year ended December 31, 2024. Amortization of intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives.
The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our 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.
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 December 31, 2024, we had cash of $3,574,876 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $3,204,077.
We have financed our working capital requirements through borrowings from various sources and the sale of equity securities. 39 We have a history of reporting net losses. As of December 31, 2025, we had $3,654,944 in cash available to fund our operations, including expansion plans, and to service our debt, and working capital of $249,223.
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.
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.
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.
CardCash purchases unwanted gift cards at a discount to their face value and resells them at a discount to discerning shoppers nationwide. This avenue not only allows individuals to redeem unwanted gift cards for cash but also enables them to make cost-effective purchases with discounted gift cards.
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.
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.
The average order 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 orders for the fiscal year ended December 31, 2023.
The average order value for these Specials sales is nearly five times that of a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses present a significant revenue opportunity through such cross-promotions.
Financing Activities Cash provided by financing activities for the year ended December 31, 2024 was $2,027,009, which was from proceeds of $3,507,585 on the 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 $2,932,305, repayment of our notes payable of $26,271, and payment of $500,000 on our acquisition obligation.
Cash provided by financing activities for the year ended December 31, 2024 was $2,027,009, which was from proceeds of $3,054,073 on the sale of common stock, proceeds from notes payable of $1,978,000, offset by repayment of our line of credit of $2,503,236, and payment of $500,000 on our acquisition obligation.
The outbreak has negatively impacted our revenues as a result of the temporary closures of restaurants throughout the United States where our discount certificates and Discount Dining Passes were accepted and where dining was being restricted to outdoor locations or to capacity constraints for indoor dining.
The outbreak has negatively impacted our revenues due to temporary restaurant closures across the United States, where our discount certificates and Discount Dining Passes were accepted, and where dining was restricted to outdoor locations or to capacity limits for indoor dining.
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 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 third-party restaurants.
The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited consolidated financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our 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.
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.
Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs when the risk and title to the products transfer to the customer upon delivery. The Company’s performance obligations are satisfied at that time. The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices.
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.
In addition, we use Modified EBITDA to develop our internal budgets, forecasts, and strategic plan; to analyze the effectiveness of our business strategies and evaluate potential acquisitions; to make compensation decisions; and to communicate with our board of directors regarding our financial performance.
Cash used in operating activities for the year ended December 31, 2023 was approximately $541,791 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, impairment of intangible assets, 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. 43 Investing Activities The Company had no cash flows from investing activities for the year ended December 31, 2024.
Cash used in operating activities for the year ended December 31, 2025 was $1,590,074 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
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.
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 an expense in the statement of operations ratably over the requisite service period or vesting period.
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; 41 ● 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.
Modified EBITDA has limitations as an analytical tool, which include, 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. 37 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.
On December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of accounting. CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.
On August 18, 2023, we entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed and accounted for as a business combination under the acquisition method. CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.
Successor Predecessor Year Ended December 31, 2024 December 30, 2023 to December 31, 2023 January 1, 2023 to December 29, 2023 Net cash used in operating activities $ (2,551,870 ) $ - $ (541,791 ) Net cash used in investing activities - 2,038,472 (900,000 ) Net cash provided by financing activities 2,027,009 1,462,376 Net increase (decrease) in cash and cash equivalents $ (524,861 ) $ 2,037,472 $ 20,585 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.
Year Ended December 31, 2025 Year Ended December 31, 2024 Net cash used in operating activities $ (1,590,074 ) $ (3,407,539 ) Net cash provided by (used in) investing activities 109,543 - Net cash provided by financing activities 833,633 2,027,009 Net increase (decrease) in cash and cash equivalents $ (646,898 ) $ (1,380,530 ) 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.
The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, other expenses, and decreased income taxes, as discussed above. 40 Modified EBITDA In addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance.
The decrease in net loss was driven by higher gross profit, lower stock-based compensation expense, and lower interest expense, as discussed above. Non-GAAP Financial Measure - Modified EBITDA In addition to our GAAP results, we present Modified EBITDA as a supplemental performance measure.
Background On September 4, 2024, our Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024.
References to “Notes” are notes included in our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. 30 Background On September 4, 2024, our Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify, Inc.
The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects. Share-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered.
The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects. Share-Based Compensation The Company periodically issues share-based awards to employees, non-employees, and consultants for services rendered. Stock options vest and expire according to the terms established at the grant’s issuance date.
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.
If we are unable to secure the cash resources necessary to meet our ongoing cash requirements, we may be required to scale back our business activities or discontinue operations entirely.
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 .
In applying these policies, management uses its judgment to select the appropriate assumptions for 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.
Set forth below is a reconciliation of net loss to Modified EBITDA for the year ended December 31, 2024 and 2023 (unaudited): Successor Predecessor Year Ended December 31, 2024 December 30, 2023 to December 31, 2023 January 1, 2023 to December 29, 2023 Net Loss $ (18,832,080 ) $ (5,020,000 ) $ (124,545 ) Modified EBITDA adjustments: Income taxes (677,000 ) 29,673 Interest expense 1,002,354 - 2,890,466 Financing costs 131,000 - - Gain on forgiveness of debt - - (5,876,000 ) Amortization of intangible assets 2,431,668 - 300,000 Amortization of capitalized software costs 1,472,974 - 1,080,537 Stock option and other noncash compensation 11,484,708 5,000,000 1,942 Fair value of stock issued on vendor settlement 150,000 - - Impairment of intangible assets and property and equipment - - 988,740 Total Modified EBITDA adjustments 15,995,704 5,000,000 (584,642 ) Mofified EBITDA $ (2,836,376 ) $ (20,000 ) $ (709,187 ) 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.
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. 36 Set forth below is a reconciliation of net loss to Modified EBITDA for the year ended December 31, 2025 and 2024 (unaudited): Year Ended December 31, 2025 Year Ended December 31, 2024 Net Loss $ (10,491,658 ) $ (18,832,080 ) Modified EBITDA adjustments: Income taxes (508,796 ) (677,000 ) Interest expense, net 604,759 1,002,354 Financing costs 95,000 131,000 Other income (38,540 ) - Amortization of intangible assets 2,271,673 2,431,668 Amortization of capitalized software costs 645,375 1,472,974 Loss on fair value of stock issued on vendor settlement 33,750 150,000 Bad debt expense 100,810 - Stock option and other noncash compensation 6,302,614 11,484,708 Total Modified EBITDA adjustments 9,506,645 15,995,704 Modified EBITDA $ (985,013 ) $ (2,836,376 ) We present Modified EBITDA because we believe it helps investors and analysts compare our performance across reporting periods on a consistent basis by excluding items we do not believe are indicative of our core operating performance.
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.
We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities.
At December 31, 2024, the Company had cash of $3,574,876 available to fund its operations, including expansion plans, and to service its debt, and a negative working capital of $3,204,077.
Going Concern The Company has a history of reporting net losses. As of December 31, 2025, the Company had $3,654,944 in cash available to fund its operations, including expansion plans, and to service its debt, and working capital of $249,223.
As of December 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558. Off-Balance Sheet Arrangements At December 31, 2024 and December 31, 2023, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Recent Accounting Pronouncements See discussion of recent accounting pronouncements in Note 1 to the accompanying financial statements. Off-Balance Sheet Arrangements At December 31, 2025 and December 31, 2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions. 34 Restaurant.com Business to Business Division Our B2B division accounted for approximately 50% of our gross revenue in our fiscal year ended December 31, 2023.
Restaurant.com Business to Business Division Our B2B division accounted for approximately 85% of our gross revenue in our fiscal year ended December 31, 2025.
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.
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.
All references to RDE, Inc. have been changed to Giftify, Inc. 33 On August 6, 2024, The Nasdaq Stock Market granted our application for listing on the Nasdaq. On August 18, 2023, we entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”).
The change to Giftify, Inc. became effective on October 28, 2024. All references to RDE, Inc. have been changed to Giftify, Inc. On August 6, 2024, The Nasdaq Stock Market granted our application for listing on the Nasdaq. On May 29, 2025, the Company acquired Takeout7 Inc.
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. entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”).
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. 33 Revenue Recognition We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers .
Net Loss Successor Predecessor Year Ended December 31, 2024 December 30, 2023 to December 31, 2023 January 1, 2023 to December 29, 2023 Net Loss $ (18,832,080 ) $ (5,020,000 ) $ (124,546 ) We realized a net loss of ($18,832,080) for the year ended December 31, 2024, as compared to a net loss of ($5,144,546) for the year ended December 31, 2023 (including Predecessor from January 1, 2023 to December 29, 2023).
Income Tax Benefit For the year ended December 31, 2025, we recognized an income tax benefit of $508,796, compared with $677,000 for the year ended December 31, 2024. Net Loss We realized a net loss of $10,491,658 for the year ended December 31, 2025, as compared to a net loss of $18,832,080 for the year ended December 31, 2024.
Cash provided by investing activities for the year ended December 31, 2023 was $1,138,472, which was comprised of $2,038,472 of cash received from an acquisition, offset by $900,000 of cash used for capital expenditures.
Investing Activities Cash provided by investing activities for the year ended December 31, 2025 was $109,543, which was from cash received on an acquisition. We had no cash flows from investing activities for the year ended December 31, 2024.
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.
A reconciliation of our net sales (as reported) to our gross billings for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Change % Net sales (as reported) $ 83,181,716 $ 88,934,036 -6.5 % Company costs of Agent Transactions (see discussion below) 71,525,684 32,755,278 118.4 % Gross billings $ 154,707,400 $ 121,689,314 27.1 % Inflation 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.
The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, impairment of goodwill and intangible assets, and operating costs, as discussed above. For the period January 1, 2023 to December 29, 2023, operations of Giftify were excluded. See our Basis of Presentation discussion above.
The decrease in loss from operations was due to our increased gross profit offset by decreased stock-based compensation expense, as discussed above. Other Expenses, Net For the year ended December 31, 2025, we incurred interest expense, net of $604,759, as compared to interest expense, net of $1,002,354 for the year ended December 31, 2024.
Our cost of sales declined 1.3%, which generated an increase in gross margin of $829,139, or 7.9%, as compared to the prior year period. Our cost of sales, as a percentage of sales, were 87.0% and 87.9%, for the year ended December 31, 2024 and 2023, respectively. Restaurant.com Cost of sales for the year ended December 31, 2024 were $134,565.
Gross profit increased $2,350,573, or 17.9%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 18.6% and 14.8% for the year ended December 31, 2025, and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions) described above, compared with the prior-year period.
For the year ended December 31, 2023, cash provided by financing activities was $1,462,376, which was from net proceeds received from our line of credit facility of $1,212,376, and a $250,000 working capital advance from Giftify.
Financing Activities Cash provided by financing activities for the year ended December 31, 2025 was $833,633, which was from aggregate proceeds of $5,019,905 on the sale of common stock, net proceeds of $985,000 from a note payable, offset by repayment of our line of credit balance of $592,145, and repayment of our notes payable of $4,579,127.
See our Basis of Presentation discussion above. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations. CardCash Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the year ended December 31, 2024 and 2023, were $75,654,690 and $76,638,995, respectively.
Merchant gift card sales accounted for approximately 97% and 98% of our net sales for the year ended December 31, 2025 and 2024, respectively. Cost of Sales Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the year ended December 31, 2025 and 2024, were $67,686,362 and $75,789,255, respectively.
Selling, general and administrative expenses were $27,615,865 for the year ended December 31, 2024, as compared to $16,238,938 for the year ended December 31, 2023, an increase of $11,376,927. The increase was from increased stock-based compensation expense of $6,482,766 during the year ended December 31, 2024, increased payroll and benefit expenses, and general changes in our business and operations.
Selling, general and administrative expenses were $22,933,052 for the year ended December 31, 2025, as compared to $27,615,865 for the year ended December 31, 2024, a decrease of $4,682,813.
No similar event occurred in the current year period. 39 Loss from Operations Successor Predecessor Year Ended December 31, 2024 December 30, 2023 to December 31, 2023 January 1, 2023 to December 29, 2023 Loss from operations $ (18,375,726 ) $ (5,020,000 ) $ (3,080,406 ) For the year ended December 31, 2024, we incurred a loss from operations of ($18, 375,726 ), as compared to a loss from operations of ($8,100,406) for the year ended December 31, 2023.
Amortization expenses were $2,271,673 during the year ended December 31, 2025, as compared to amortization expenses of $2,431,668 during the year ended December 31, 2024. Loss from Operations For the year ended December 31, 2025, we incurred a loss from operations of $10,354,746, compared with $18,375,726 for the year ended December 31, 2024.
Removed
The following discussion and analysis should also be read together with the section entitled “Organization and description of business” as of December 31,2024 and 2023 (Successor) and for the period from January 1, 2023 through December 29, 2023 (Predecessor). In addition to historical information, the following discussion and analysis contains forward-looking statements.
Added
Takeout7 is a restaurant technology company offering comprehensive online ordering solutions through its TakeOut7 platform and AI-powered digital marketing services through its Platr platform. The acquisition of Takeout7 expands the Company’s technology offerings to include end-to-end solutions for independent restaurants. In early 2026, Takeout7 and its operations were merged into our subsidiary, Restaurant.com, Inc.
Removed
References to “Notes” are notes included in our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.
Added
As the COVID-19 pandemic has abated, our revenues improved in fiscal 2023. 32 How We Measure Our Business We use operating metrics to assess our business’s progress and make strategic decisions. Certain financial metrics are reported in accordance with GAAP, and others are non-GAAP financial measures.
Removed
On December 29, 2023, the merger was completed. Giftify’s operations are not considered significant compared to the operations of CardCash before the acquisition.
Added
As our business evolves, we may update the key financial and operating metrics we use to measure our performance. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under the Non-GAAP Financial Measures section. Operating Metrics ● Gross billings are the total dollar value of customer purchases of goods and services.
Removed
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 CardCash prior to the acquisition, and is referred to as the “Predecessor”.
Added
Gross billings are presented net of customer refunds and order discounts. A significant portion of our revenue consists of sales of discounted merchant gift cards, in which we collect the transaction price from the customer and remit a portion to the third-party suppliers who will provide the related goods or services.
Removed
Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of Giftify consolidated with CardCash, and is referred to as the “Successor”.
Added
For these transactions, gross billings differ from Net Sales reported in our Consolidated Statements of Operations, which is presented net of the merchant’s share of the transaction price. Gross billings are an indicator of our growth and business performance, as they measure the dollar volume of transactions generated through our marketplaces.
Removed
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.
Added
Tracking gross billings also allows us to monitor the percentage of gross billings we retain after merchant payments.
Removed
Collectively, Giftify (Successor) and CardCash (Predecessor) are referred to as the “Company”. 36 Results of Operations – Year ended December 31, 2024, compared to year ended December 31, 2023 GIFTIFY, INC.
Added
As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion that there is a substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K.
Removed
Successor Predecessor Year Ended December 30, 2023 to January 1, 2023 to December 31, 2024 December 31, 2023 December 29, 2023 CardCash $ 86,991,638 $ 484,860 $ 86,661,944 Restaurant.com 1,942,398 - - Sales $ 88,934,036 $ 484,860 $ 86,661,944 37 CardCash Sales for the year ended December 31, 2024 and 2023, were $86,991,638 and $87,146,804, respectively.
Added
Based on the Company’s business model, it is sometimes necessary to determine whether we are acting as a principal or an agent in revenue-generating arrangements. Deciding whether the Company is a principal or an agent requires significant judgment and analysis. This is particularly true when evaluating factors such as responsibility for fulfilling the customer promise, inventory risk, and pricing discretion.
Removed
During the current year period, we focused on improving our gross margin.
Added
Changes in the assessment of these indicators could materially impact reported revenue and related metrics. The Company continuously evaluates our judgments and estimates to ensure accurate revenue recognition in accordance with ASC 606. The following table reconciles the recording of the Company’s gross vs. net transactions to the Company’s reported net sales.

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