UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number 001-42206

GIFTIFY, INC.

(Exact name of registrant as specified in its charter)

Delaware

45-2482974

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

1100 Woodfield Road, Suite 510

Schaumburg, IL

60173

(Address of principal executive offices)

(ZIP Code)

(847) 506-9680

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001		GIFT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 30,542,165 shares of common stock outstanding as of August 6, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1

Item 1. Condensed Financial Statements		F-1

Condensed Consolidated Balance Sheets – June 30, 2025 (Unaudited) and December 31, 2024		F-1

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)		F-2

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)		F-3

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)		F-5

Notes to Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 and 2024 (Unaudited)		F-6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1

Item 3. Quantitative and Qualitative Disclosures About Market Risk		13

Item 4. Controls and Procedures		13

PART II – OTHER INFORMATION		15

Item 1. Legal Proceedings		15

Item 1A. Risk Factors		15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15

Item 3. Defaults Upon Senior Securities		15

Item 4. Mine Safety Disclosures		15

Item 5. Other Information		15

Item 6. Exhibits		15

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, growth, product development, sales, business strategy, statements related to any further expected effects on our business from the coronavirus (“COVID-19”) pandemic, inflation, the Russia-Ukraine conflict, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the continued duration and scope of the COVID-19 pandemic and any impact on the demand for our products; our ability to obtain needed raw materials and components from our suppliers; additional actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to sustain profitable sales growth, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
	As of
	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,000,000 and $1,258,826 at June 30, 2025 and December 31, 2024)	$	3,257,427		$	4,301,842
Accounts receivable		121,139			164,700
Inventories		2,021,395			4,116,180
Prepaid expenses and other current assets		368,871			63,210
Total current assets		5,768,832			8,645,932

Property and equipment, net		766,904			1,089,984
Operating lease right of use asset, net		1,250,518			1,406,242
Deposits		68,189			65,556
Intangible assets, net		3,640,517			4,268,332
Goodwill		20,007,670			20,007,670
Total assets	$	31,502,630		$	35,483,716

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,619,833		$	1,966,616
Accrued expenses		1,772,419			1,768,607
Customer deposits		153			95,000
Deferred revenue		107,504			77,051
Secured revolving line of credit		1,715,897			3,805,080
Convertible promissory notes		44,637			43,137
Secured notes payable — related party, net of debt discount of $0 and $4,000, at June 30, 2025 and December 31, 2024, respectively		-			2,060,274
Notes payable, current portion, net of debt discount of $8,570 and $0, at June 30, 2025 and December 31, 2024, respectively		1,881,668			1,717,632
Operating lease liability, current portion		337,195			316,612
Total current liabilities		7,479,306			11,850,009

Notes payable, net of current portion		664,500			615,000
Deferred income taxes		829,284			1,123,000
Operating lease liability, net of current portion		960,386			1,133,371
Total liabilities		9,933,476			14,721,380

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 30,154,612 and 27,021,423 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		30,155			27,015
Additional paid-in-capital		115,289,884			108,679,065
Common stock issuable, 350,843 and 350,843 shares, respectively		350,843			350,843
Accumulated deficit		(94,101,728	)		(88,294,587	)
Total stockholders’ equity		21,569,154			20,762,336

Total liabilities and stockholders’ equity	$	31,502,630		$	35,483,716

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

F-1

GIFTIFY, INC. AND SUBSDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2025 and 2024

(Unaudited)

	2025		2024		2025		2024
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Net Sales	$	20,900,731	$	20,020,502	$	43,177,744	$	41,542,396
Cost of sales		17,045,106		16,760,007		35,740,483		35,024,625
Gross profit		3,855,625		3,260,495		7,437,261		6,517,771

Operating expenses
Selling, general and administrative expenses		5,714,543		9,832,270		11,758,384		15,046,311
Amortization

SEC Form 10-Q filed by Giftify Inc.