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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2024

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

INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 45-2482974

 (State of incorporation)

 (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)

 (Former
name, former address and former fiscal year, if changed since last report)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 GIFT

 Nasdaq

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

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.

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and
directors) as of June 30, 2024 was $ 62,527,895.

the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. There were
 29,118,407 shares
of Common Stock outstanding as of March 21, 2025.

 TABLE
OF CONTENTS

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Selected Financial Data

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

 This
Annual Report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical
facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry, our beliefs,
and assumptions.

 We
use words such as "may," "will," "could," "should," "anticipate," "expect,"
"intend," "project," "plan," "believe," "seek," "assume," and
variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These
risks and uncertainties include those described in the section entitled "Risk Factors." You should not place undue reliance
on these forward-looking statements because the matters they describe are subject to certain risks, uncertainties, and assumptions that
are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of
the date on which they were made. Over time, our actual results, performance, or achievements may differ from those expressed or implied
by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except as
required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current
expectations and they are described in this Annual Report on Form 10-K ("Annual Report") under the captions "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as in other documents
that we may file with the Securities and Exchange Commission ("SEC"), all of which you should review carefully. Please consider
our forward-looking statements in light of those risks as you read this Annual Report.

 PART
I

 ITEM
1. BUSINESS

 As
used in this Annual Report, the terms "we," "us," "our," and the "Company" refer to Giftify,
Inc., a Delaware corporation, and its consolidated subsidiaries.

 Giftify
owns and operates Restaurant.com, a pioneer in the restaurant deal space and the nation's largest restaurant-focused digital deals
brand. Our profile fundamentally changed with the acquisition of CardCash Exchange, Inc. ("CardCash") in December 2023. CardCash
buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. CardCash's core
service offering includes the buying and selling of gift cards from over 1,100 retailers including 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.

 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. Elliot Bohm, President
 of CardCash prior to the merger with Giftify, remains as President of CardCash following the closing of the merger and has joined
 the Board of Directors of Giftify. 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.

 We
are an "emerging growth company" (an "EGC"), as defined in the Jumpstart Our Business Startups Act of 2012.
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.

 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. 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.

 Our
Business

 We
have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com.

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. The Company's mission is to provide a seamless marketplace for individuals looking to maximize the value
of their gift cards while also offering businesses innovative solutions to leverage this market.

 CardCash's
core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks
and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save
significant amounts on their purchases.

purchases unused gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers
nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective
purchases through discounted gift cards.

 With
advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on
its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its
inception.

 In
addition to its consumer-focused operations, CardCash provides white-label solutions for brands, allowing them to integrate gift card
exchange capabilities into their own platforms. 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.

 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.

 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. 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. Jude's Research Hospital demonstrate CardCash's commitment to supporting
critical causes and making a positive impact.

 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. 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.

 Overall,
CardCash's multifaceted approach to the gift card market, coupled with its focus on innovation and social impact, positions the
Company as a key player in the industry with a strategic vision for continued growth and success.

Growth Plans

intends to grow its current four business channels, bulk to bulk, bulk to retail, retail to bulk and retail to retail, to take
advantage of the projected expansion by 2026 of the global market for gift cards to $400 billion (see "Business -
Pending Acquisition – CardCash Exchange, Inc.") as follows:

 Increase Access to
 Strategic Partnerships and Expanded Data. 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 is focusing on three business growth concepts:

 Branded
Exchange for Retailer Partnerships

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. 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.

Checkout

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 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.

Giving

 The
purpose of this concept is to allow consumers to pay for their retail purchases with gift cards and to have the charity of their choice
receive a donation, thereby increasing the appeal of using CardCash at checkout. CardCash has developed this donation platform to allow
customers to use the power of their shopping to support the charity of their choice. CardCash has an existing partnership with St. Jude
Children's Research Hospital that allows customers to spend gift cards anywhere they want while donating to cutting-edge medical
research. The giving platform works by (i) CardCash negotiating 5% - 20% discounts on the gift cards, (ii) splitting that discount 70/30
with the charity and (iii) giving the retailer a tax write-off of 70%. 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.

 Increase Profit Margins.
 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. 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 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. While the bulk-to-bulk channel is expected to represent the largest contributor of CardCash's
 sales in the years to come, the other three channels are projected to grow at a faster rate and account for an aggregate 50% of sales
 over the next two years. 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 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.

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. 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. Customers have favored these bundled offering ("Specials"), generating significantly greater
revenue per customer when compared to purchasing our other products. 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. We believe that our relationships with small businesses presents a significant revenue opportunity through
such cross-promotions.

Business to Business Division

 Our
B2B division accounted for approximately 50% of our gross revenue in our fiscal year ended December 31, 2024. 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.

Other Business

 We
also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue.

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.

 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. 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. 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. 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 utilize
various affiliate partnerships to display and promote our deals on their websites, such as with AMAC, Groupon, MemberHub and others.

 We
also use various customer loyalty and reward programs to build brand loyalty, generate traffic to the website and provide business clients
with the opportunity to offer incentives to their customers to receive discounts and Discount Dining Passes. 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.
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.
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. 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.

 Social
Networks. We publish our daily deals through various social networks adapt and our marketing to the particular format of each of these
social networking platforms. 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.
Our marketing department is responsible for managing the Restaurant.com brand, the B2C discount certificate and Specials offerings, creating
the promotional calendar, all creative assets used in our marketing channels such as the website, email, and affiliate partnerships, including
imagery and editorial content, negotiation with affiliate and merchant partners, revenue management, company analytics and B2B marketing
and brand assets. We have an agreement with Commission Junction for a monthly payment of $1,500 to $3,500 that generates potential leads
with companies that earn a commission by promoting our discount deals on their websites for which they receive between 3% to 15% of the
revenue we receive from a customer's purchase of a discount certificate.

 Customer
Service Representatives. 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.
We employ technology to improve the experience we offer to customers and merchants, increase the rate at which our customers purchase
and enhance the efficiency of our business operations. A component of our strategy is to continue developing and refining our technology.
We devote a substantial portion of our resources to developing new technologies and features and improving our core technologies. Our
information technology team is focused on the design and development of new features and products, maintenance of our websites and development
and maintenance of our internal operations systems.

 Competition

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. 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. 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.

 We
have a substantial number of competing groups buying sites. These competitors offer substantially the same or similar product offerings
as us. 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 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.

 Although
we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete
with us as we continue to demonstrate the viability of a local e-commerce business model. Many of our current and potential competitors
have longer operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases
than we do. 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 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 that are similar to our products and services or that achieve greater market acceptance
than our products and services. In addition, although we do not believe that merchant payment terms are a principal competitive factor
in our market, they may become such a factor and we may be unable to compete fairly on such terms.

 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. 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. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights,
distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics
and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel
and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do
not contemplate or address the unique issues raised by the internet or e-commerce. 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.
Accordingly, adverse legal or regulatory developments could substantially harm our business.

 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. 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. However, the
CARD Act as well as a number of states and certain foreign jurisdictions also have exemptions from the operation of these provisions
or otherwise modify the application part of a promotion or promotional program. If discount certificates and Discount Dining Passes are
subject to the CARD Act, and are not included in the exemption for promotional programs, it is possible that the purchase value, which
is the amount equal to the price paid for the discount certificates and Discount Dining Passes, or the promotional value, which is the
add-on value of the discount certificate and Discount Pass in excess of the price paid, or both, may not expire before the later of (i)
five years after the date on which the discount certificate or Discount Pass was issued; (ii) their stated expiration date (if any),
unless discount certificates and Discount Dining Passes come within an exemption in the CARD Act for promotional programs; or (iii) a
later date provided by applicable state law. In addition, regardless of whether an exemption for discount certificates and Discount Dining
Passes applies under the CARD Act, in those states that prohibit or otherwise restrict expiration dates on gift cards that are defined
to include discount certificates and Discount Dining Passes and that do not have exemptions that apply to the purchase value or the promotional
value, or both, of discount certificates and Discount Dining Passes, the discount certificates and Discount Dining Passes may be required
to be honored for the full offer value (the total of purchase value and promotional value) until redeemed. 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. 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.

 In
addition, some states also 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. We do not remit any amounts relating to unredeemed discount certificates
and Discount Dining Passes based upon our assessment of applicable laws. The analysis of the potential application of the unclaimed and
abandoned property laws to discount certificates and Discount Dining Passes is complex, involving an analysis of constitutional and statutory
provisions and factual issues, including our relationship with customers and merchants and our role as it relates to the issuance and
delivery of our discount certificates and Discount Pass.

 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.
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. 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. 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. Complying with these various
laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

 Various
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. 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 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. 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. In the event that this proposal is adopted as proposed, it is possible that
a discount certificate and Discount Pass could be considered a financial product and that we could be a financial institution. 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

 We
protect our intellectual property rights by relying on federal, state and common law rights, 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.

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 December 4, 2029.

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.

 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. 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. 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. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or
effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting
our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could
make it more expensive to do business and harm our operating results.

 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. 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.

 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.

 We
currently employ a staff of in-house customer support personnel responsible for handling customer inquiries, tracking shipments, investigating
and resolving problems with 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.

 Employees

 As
of December 31, 2024, we had 42 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. We believe that our future success will depend in part on our ability to attract, hire and retain
qualified personnel.

 Smaller
Reporting Company

 We
are currently a "smaller reporting company", meaning that we are not an investment company, an asset-backed issuer, or a
majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million
during the most recently completed fiscal year. As a "smaller reporting company", we are able to provide simplified executive
compensation disclosures in our SEC filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act ("SOX")
requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control
over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things,
only being required to provide two years of audited financial statements in annual reports. In addition, as a smaller reporting company
with a public float of less than $75 million we qualify as a non-accelerated filer. 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.

 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.

 For
the year ended December 31, 2024, we recorded a net loss of $18,832,080 and used cash in operating activities of $2,551,870. At December
31, 2024, our cash and cash equivalents balance was $3,574,876. At December 31, 2024, the outstanding balance on our line of credit facility
was $3,805,080, we had $4,392,906 outstanding in promissory notes, and $43,137 of convertible notes payable, including interest. Our
independent registered public accounting firm, in their report to our December 31, 2024, financial statements, expressed substantial
doubt about our ability to continue as a going concern due to our recurring losses from operations. There can be no assurance that our
future operations will result in net income. Our failure to increase our revenues or improve our gross margins will harm our business.
We may not be able to generate profitability on a quarterly or annual basis in the future. If our revenues grow more slowly than we anticipate,
our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer.

 If
CardCash is not able to achieve profitability within the next few years, our shareholders will have experienced unnecessary dilution,
and our ability to achieve our business plan could be significantly delayed or threatened.

has had a history of net operating losses since its inception. For the years ended December 31, 2023 and 2022, CardCash had operating
losses of $3,080,406 and $5,600,348, respectively. Our business plan contemplates our growth in gross and net revenues to increase our
share price and to facilitate accretive acquisitions of ecommerce companies so the inability of CardCash to be profitable could delay
or thwart our efforts to achieve our business goals. 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.

 If
our restaurants and other merchants do not meet the needs and expectations of our customers, our business could suffer.

 Our
business depends on our reputation for providing high-quality discounts, and our brand and reputation may be harmed by actions taken
by restaurants and other merchants that are outside our control. Any shortcomings of one or more of our restaurants and other merchants,
particularly with respect to an issue affecting the quality of the meals offered or the products or services sold, may be attributed
by our customers to us, thus damaging our reputation, brand value and potentially affecting our results of operations. In addition, negative
publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our restaurants and other merchants could
damage our reputation, reduce our ability to attract new customers or retain our current customers, and diminish the value of our brand.

 We
may be subject to additional unexpected regulation which could increase our costs or otherwise harm our business.

 The application of certain laws and regulations to our discount certificates and dining cards is uncertain. These
include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed
and abandoned property laws. The application of the CARD Act will only become less uncertain if current legislation at the federal and
state levels is changed to specify that their terms apply to our discount certificates and Discount Dining Passes or from court rulings
by federal or state courts that interpret the current legislation to be clearly applicable to our discount program.

 From
time to time, we also may be notified of additional laws and regulations which governmental organizations or others may claim should
be applicable to our business. If we are required to alter our business practices as a result of any laws and regulations, our revenue
could decrease, our costs could increase and our business could otherwise be harmed. 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.

 The
implementation of the CARD Act and similar state laws may harm our business and results of operations.

 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. 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. For example,
if our discount certificates and Discount Dining Passes are subject to the CARD Act and are not included in the exemption for promotional
programs, it is possible that the purchase value, which is the amount equal to the price paid for our certificates and Discount Dining
Passes, or the promotional value, which is the add-on value of these items in excess of the price paid, or both, may not expire before
the later of (i) five years after the date on which these items were issued; (i) the certificate's stated expiration date (if any);
or (iii) a later date provided by applicable state law. In the event that it is determined that our discount certificates and Discount
Dining Passes are subject to the CARD Act or any similar state regulation, and are not within various exemptions that may be available
under the CARD Act or under some of the various state jurisdictions, our liabilities with respect to unredeemed certificates and Discount
Dining Passes may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and
penalties. In addition, if federal or state laws require that the face value of our discount certificates and Discount Dining Passes
have a minimum expiration period beyond the period desired by a merchant for its promotional program, or no expiration period, this may
affect the willingness of merchants to issue discount certificates in jurisdictions where these laws apply. If we are required to materially
increase the estimated liability recorded in our financial statements with respect to unredeemed discount certificates and Discount Dining
Passes, our net income could be materially and adversely affected.

 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. 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. We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based on our assessment
of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates and
Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our
relationship with customers and merchants and our role as it relates to the issuance and delivery of such certificates and Discount Dining
Passes. In the event that one or more states successfully challenges our position on the application of its unclaimed and abandoned property
laws to discount certificates and Discount Dining Passes, or if the estimates that we use in projecting the likelihood of discount certificates
and Discount Dining Passes being redeemed prove to be inaccurate, our liabilities with respect to unredeemed discount certificates and
Discount Dining Passes may be materially higher than the amounts shown in our financial statements. If we are required to materially
increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be
materially and adversely affected. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported
and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

 Government
regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could
substantially harm our business and results of operations.

 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. Existing and future regulations
and laws could impede the growth of the internet or other online services. These regulations and laws may involve taxation, tariffs,
subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer
protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws
governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority
of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet
or e-commerce. 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 particular, in the event that we are restricted, in whole or in part, from operating in one or more countries,
our ability to retain or increase our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue
as anticipated.

 Failure
to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations,
could adversely affect our business.

 A
variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing
privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal,
state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. 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. 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. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related
consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related
laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities
or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with
industry standards or with our own privacy policies and practices could result in a loss of customers or merchants and adversely affect
our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the
use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising
practices could adversely affect our business.

 We
may suffer liability as a result of information retrieved from or transmitted over the internet and claims related to our service offerings.

 We
may be sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy,
personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust or other legal claims relating
to information that is published or made available on our websites or service offerings we make available (including provision of an
application programming interface platform for third parties to access our website, mobile device services and geolocation applications).
This risk is enhanced in certain jurisdictions outside the United States, where our liability for such third-party actions may be less
clear and we may be less protected. In addition, we could incur significant costs in investigating and defending such claims, even if
we ultimately are not found liable. If any of these events occurs, 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. Such information, whether accurate
or inaccurate, may result in our being sued by our merchants, customers or third parties and as a result our revenue and goodwill could
be materially and adversely affected.

 Our
business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites and applications,
and any significant disruption in service on our websites or applications could result in a loss of customers or merchants.

 Customers
access our deals through our websites and applications. Our reputation and ability to acquire, retain and serve our customers and merchants
who are dependent upon the reliable performance of our websites and applications and the underlying network infrastructure. As our subscriber
base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network
capacity and computing power. We have spent and expect to continue to spend substantial amounts of money on data centers and equipment
and related network infrastructure to handle the traffic on our websites and applications. The operation of these systems is expensive
and complex and could result in operational failures. In the event that our customer base or the amount of traffic on our websites and
applications grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems,
whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our
websites and applications, and prevent our customers from accessing our services. A substantial portion of our network infrastructure
is hosted by third-party providers. 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. 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.

 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 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 backbone computers of the internet have been the targets of such programs. The internet has
experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages
and delays in the future. These outages and delays could reduce the level of internet usage generally as well as the level of usage of
our services, which could adversely impact our business.

 Our
total number of customers may be higher than the number of our actual individual customers and may not be representative of the number
of persons who are active potential customers.

 Our
total number of customers may be higher than the number of our actual individual customers because some customers have multiple registrations,
other customers have died or become incapacitated and others may have registered under fictitious names. 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. In addition, the number of customers
includes the total number of individuals that have completed registration through a specific date, less individuals who have unsubscribed,
and should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our
email offers.

 Our
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 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. These factors, among other things, make
forecasting more difficult and may adversely affect our ability to manage working capital and to predict financial results accurately,
which could adversely affect the market price of our common stock.

 We
depend on the continued growth of online commerce.

 The
business of selling services and goods over the internet, including through discount certificates, raises concerns about fraud, privacy
and other problems may discourage additional restaurants, consumers and merchants from adopting the internet as a medium of commerce
and make the level of market penetration of our services high, making the acquisition of new customers for our services more difficult
and costly than it has been in the past. If these customers prove to be less active than our earlier customers, or we are unable to gain
efficiencies in our operating costs, including our cost of acquiring new customers, our business could be adversely impacted.

 Our
business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.

 Our
services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes,
fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events.
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. We may not have sufficient protection 18 or
recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located,
and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively
impact our ability to run our websites, which could harm our business.

 Failure
to deal effectively with fraudulent transactions and subscriber disputes would increase our loss rate and harm our business.

 Our
discount certificates and Dining Passes are issued in the form of redeemable coupons with unique identifiers. It is possible that consumers
or other third parties will seek to create counterfeit certificates to fraudulently purchase discounted goods and services from our restaurants
and other merchants. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt
to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our service could be subject to employee
fraud or other internal security breaches, and we may be required to reimburse consumers and/or merchants for any funds stolen or revenue
lost as a result of such breaches. Our restaurants and merchants could also request reimbursement, or stop using us, if they are affected
by buyer fraud or other types of fraud.

 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. 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. 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.

 We
are subject to payments-related risks.

 We
accept payments using a variety of methods, including credit card, debit card and electronic payment services. As we offer new payment
options to consumers, we may be subject to additional regulations, compliance requirements and fraud. 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.
We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could
disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card
association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted
to make it difficult or impossible for us to comply. 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.

 We
are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money
transfers, privacy and information security and electronic fund transfers. 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.

 Various
federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on
the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, 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 cards. Examples of anti-money laundering requirements imposed on financial institutions include subscriber
identification and verification programs, record retention policies and procedures and transaction reporting. 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. 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
cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards. In the event that
this proposal is adopted as proposed, it is possible that our discount certificates and Discount Dining Passes could be considered a
financial product and that we could be a financial institution. In the event that we become subject to the requirements of the Bank Secrecy
Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance
costs to meet these obligations would likely increase which could reduce our net income.

 State
laws regulating money transmission could be expanded to include our discount certificates and Discount Dining Passes.

 Many
states impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions
of what constitutes money transmission. We do not currently believe we are a money transmitter given our role and the product terms of
our discount certificates and Discount Dining Passes. 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.

 Our
operations and performance depend primarily on economic conditions in the United States. The current economic environment continues to
be uncertain, including as a result of the COVID 19 pandemic. 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. Furthermore, during challenging economic times, our merchants may face issues
gaining timely access to sufficient credit, which could result in their unwillingness to continue with our service or impair their ability
to make timely payments to us. If that were to occur, we may experience decreased revenue, be required to increase our allowance for
doubtful accounts and our days receivables outstanding would be negatively impacted. If we are unable to finance our operations on acceptable
terms as a result of renewed tightening in the credit markets, we may experience increased costs or we may not be able to effectively
manage our business. 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.

 Downturns
in general economic and market conditions and reductions in spending may reduce demand for our digital dining products.

 Our
revenues, results of operations and cash flows depend on the overall demand for our discount dining certificates and discount Dining
Passes. Negative conditions in the general U.S. economy as well as in other jurisdictions, including conditions resulting from changes
in gross domestic product growth, financial and credit market fluctuations construction slowdowns, energy costs, international trade
relations and other geopolitical issues, including those caused or may be caused by the Russia Ukraine conflict, and the availability
and cost of credit could cause a decrease in consumer discretionary spending and diminish growth expectations for the restaurant, dining
and entertainment industries. 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. 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. Such shortages have
resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could
continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the
rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business.
To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise
mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition
and results of operations could be adversely affected. 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. Such financing may not be available
on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may
dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce
our profitability. 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.

 We
intend to attempt to acquire complementary e-commerce businesses and to support the transition and integration of acquired operations
with our ongoing business as a part of our growth strategy. Other than as disclosed herein, we currently have no binding commitments
or agreements with respect to any such acquisitions and there can be no assurance that we will eventually consummate any acquisitions.
The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may
absorb significant management attention that would otherwise be available for the ongoing development of our business. In addition, we
have limited experience in performing acquisitions and managing growth. There can be no assurance that the anticipated benefits of any
acquisition will be realized. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the
incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which
could materially and adversely affect our operating results and financial position. 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.

 Our
success depends in part on our ability to offer discount certificates and Discount Dining Passes to restaurants and other merchants that
reflect consumers' tastes and preferences. Consumers' tastes are subject to frequent, significant and sometimes unpredictable
changes. If our product fails to satisfy customers' tastes or respond to changes in customer preferences, our sales could suffer
which would depress our profit margins. In addition, any failure to offer products in line with customers' preferences could allow
our competitors to gain market share. This could have an adverse effect on our business, prospects, financial condition and results of
operations.

 Our
plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.

 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. These executives may elect to pursue other opportunities at any time. If one or more of these
individuals choose to leave our company, we may lose a significant number of supplier relationships and operating expertise which they
have developed over many years, and which would be difficult to replace. The loss of the services of any executive officer or other key
employee could hurt our business.

 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. Hiring and retaining qualified executives, engineers and qualified sales representatives are critical
to our success, and competition for experienced and well-qualified employees can be intense. To attract and retain executives and other
key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.
We currently utilize a stock incentive plan, including stock options, as a form of share-based incentive compensation. If the anticipated
value of such equity-based incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a
valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives
and key employees could be weakened.

 The
failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact
on our operations. If we are unable to hire and successfully train employees or contractors in these areas, users of our website may
have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business. The market for
recruiting qualified information technology and other personnel is extremely competitive, and we may experience difficulties in attracting
and retaining employees. Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement
our plans for expansion.

 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. 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. Further, many of the parties with which we may have online-advertising arrangements could provide advertising
services for other online competitors. As a result, these parties may be reluctant to enter into or maintain relationships with us. Failure
to achieve sufficient traffic or generate sufficient revenue from purchases originating from third parties may result in termination
of these relationships by these third parties. If we are unable to develop or maintain these relationships on acceptable terms, our ability
to attract new customers and our financial condition could be harmed. If the underlying technology's development evolves in a manner
that is no longer beneficial to us, our financial condition could be harmed. In addition, certain online marketing agreements may require
us to pay upfront fees and make other payments prior to the realization of the sales, if any, associated with those payments. Accordingly,
if these relationships or agreements that we may enter into in the future fail to produce the sales that we anticipate, our results of
operations will be adversely affected. We cannot give any assurance that we will be able to increase our revenues, if at all, in a cost-effective
manner.

 We
rely upon search engines like Google, Bing and Yahoo to rank our product offerings and may at times be subject to changes in search algorithms
and ranking penalties if they believe we are not in compliance with their guidelines.

 We
rely on search engines to attract consumer interest in our product offerings. Potential and existing customers use search engines provided
by search engine companies, including Google, Bing and Yahoo, which use algorithms and other devices to provide users a natural ranked
listing of relevant internet sites matching a user's search criteria and specifications. Generally, internet sites ranked higher
in the paid and natural search results lists furnished to users attract the largest visitor share among similar internet sites. Those
sites achieving the highest natural search ranking often benefit from increased sales. Natural search engine algorithms utilize information
available throughout the internet, including information available on our website. 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. If we fail to present, or improperly present, our website's information for use by
natural search engine companies, or if any of these natural search engine companies determine we have violated their rules or guidelines,
or if others improperly present our website's information to these search engine companies, or if natural search engine companies
make changes to their search algorithms, we may fail to achieve an optimum ranking in natural search engine listing results, or we may
be penalized in a way that could harm our business, prospects, financial condition and results of operations.

 More
individuals are using mobile devices to access the internet and versions of our service developed or optimized for these devices may
not gain widespread adoption by users of such devices.

 Mobile
devices are increasingly used for e-commerce transactions. A significant and growing portion of our users access our platform through
mobile devices. 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. Our ability to successfully address
the challenges posed by the rapidly evolving market for mobile transactions is crucial to our continued success, and any failure to continuously
increase the volume of mobile transactions effected through our platforms could harm our business.

 We
rely on third-party systems to conduct our business, and our revenues and market share may decrease if these systems are unavailable
in the future or if they no longer offer quality performance.

 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. 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. If our service providers fail to deliver high-quality products and services in a timely manner to our customers, our
services will not meet the expectations of our customers and our reputation and brand will be damaged. 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.

 We
are subject to cyber security risks and risks of data loss or other security breaches.

 Our
business involves the storage and transmission of users' proprietary information, and security breaches could expose us to a risk
of loss or misuse of this information, and to resulting claims, fines, and litigation. We have been subjected to a variety of cyber-attacks,
which have increased in number and variety over time. We believe our systems are probed by potential hackers virtually 24/7, and we expect
the problem will continue to grow worse over time. Cyber-attacks may target us, our customers, our suppliers, banks, credit card processors,
delivery services, e-commerce in general or the communication infrastructure on which we depend. Any compromise of our security could
result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a
loss of confidence in our security measures, any of which could have a material adverse effect on our financial results and business.
Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could
face as a result of a cyber-attack or data breach.

 We
may not be able to compete successfully against existing or future competitors including larger, well-established and well-financed e-commerce
companies and restaurants and merchants increasing their own online operations.

 The
market for discounts at restaurants and other merchants is intensely competitive. We also compete with other companies that offer digital
coupons through their websites or mobile applications. In addition, we compete with traditional offline coupon and discount services,
as well as newspapers, magazines and other traditional media companies that provide coupons and discounts on services and products.

 Many
of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than we do. Increased competition may result in reduced operating margins, loss of market
share and a diminished brand franchise. We cannot provide assurance that we will be able to compete successfully against existing or
future competitors.

 Our
competitors may directly increase our marketing costs and also may cause us to decrease certain types of marketing.

 In
addition to competing with us for customers, merchants, and employees, our competitors may directly increase our operating costs, by
driving up the cost of various forms of online advertising or otherwise. We may elect to decrease our use of sponsored search or other
forms of marketing from time to time to decrease our costs, which may have a material adverse effect on our financial results and business.
We may also elect to spend additional amounts on sponsored search or other forms of marketing from time to time to increase traffic to
our website, or to take other actions to increase traffic and/or conversion, and the additional expenditures may have a material adverse
effect on our financial results and business.

 Our
business depends on effective marketing, including marketing via email and social networking messaging, and we intend to increase our
spending on marketing and branding, which may adversely affect our financial results.

 We
depend on effective marketing and high customer traffic. We depend on email to promote our site and offerings and to generate a substantial
portion of our revenue. If a significant portion of our target customers no longer utilize email, or if we are unable to effectively
and economically deliver email to our potential customers, whether for legal, regulatory or other reasons, it would have a material adverse
effect on our business.

 If
email providers or Internet service providers implement new or more restrictive email or content delivery or accessibility policies,
including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access
our site and services. For example, certain email providers, including Google, categorize our emails as "promotional," and
these emails are directed to an alternate, and less readily accessible, section of a customer's inbox. If email providers materially
limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers'
email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. 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.

 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 we are unable to develop,
implement and maintain effective and efficient cost-effective advertising and marketing programs, it would have a material adverse effect
on our financial results and business. Further, as part of our growth strategies, we intend to increase our spending on marketing and
branding initiatives significantly, which may adversely affect our financial results. There is no assurance that any increase in our
marketing or branding expenditures will result in increased market shares or will ultimately have a positive effect on our financial
results.

 We
also rely heavily on Internet search engines to generate traffic to our websites, principally through search engine marketing and search
engine optimization. The number of consumers we attract from search engines to our platform is due in large part to how and where information
from, and links to, our websites are displayed on search engine results pages. The display, including rankings, of search results can
be affected by a number of factors, many of which are not in our control and may change at any time. Search engines frequently update
and change the logic that determines the placement and display of the results of a user's search, such that the purchased or algorithmic
placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes,
alter its search algorithms or results causing our websites to place lower in search query results. If a major Internet search engine
changes its algorithms in a manner that negatively affects the search engine ranking it could create additional traffic headwinds for
us and negatively affect our results of operations.

 We
also rely on mobile marketplace operators (i.e., app store operators) to drive downloads of our mobile application. If any mobile marketplace
operator determines that our mobile application is non-compliant with its vendor policies, the operator may revoke our rights to distribute
through its marketplace or refuse to permit a mobile application update at any time. These operators may also change their mobile application
marketplaces in a way that negatively affects the prominence of, or ease with which users can access, our mobile application. Such actions
may adversely impact the ability of customers to access our offerings through mobile devices, which could have a negative impact on our
business and results of operations.

 Our
operating results depend on our websites, network infrastructure and transaction-processing systems. Capacity constraints or system failures
would harm our business, prospects, financial condition and results of operations.

 Any
system interruptions that result in the unavailability of our website marketplaces or reduced performance of our transaction systems
would reduce our transaction volume and the attractiveness of the services that we provide to suppliers and third parties and would harm
our business, prospects, financial condition and results of operations.

 We
use internally developed systems for our website and certain aspects of transaction processing, including databases used for internal
analytics and order verifications. We have experienced periodic systems interruptions due to server failure and power failure, which
we believe will continue to occur from time to time. Our transaction processing systems and network infrastructure may be unable to accommodate
increases in traffic in the future. We may be unable to project accurately the rate or timing of traffic increases or successfully upgrade
our systems and infrastructure to accommodate future traffic levels on our website. 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.

 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. 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. 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.

 Use
of social media may adversely impact our reputation.

 There
has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other
forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons. 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. 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. 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. 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.

 We
rely on a variety of technology that we license from third parties, such as Microsoft. These third-party technology licenses might not
continue to be available to us on commercially reasonable terms or at all. If we are unable to obtain or maintain these licenses on favorable
terms, or at all, we could experience delays in completing and developing our proprietary software.

 If
we fail to forecast our revenue accurately due to lengthy sales cycles, or if we fail to match our expenditures with corresponding revenue,
our operating results could be adversely affected.

 We
may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as anticipated.
As a result, our operating results in future reporting periods may be significantly below the expectations of the public market, equity
research analysts or investors, which could harm the price of our common stock.

 We
could be subject to additional sales tax or other tax liabilities.

 We
are also subject to U.S. (federal and state) and foreign laws, regulations, and administrative practices that require us to collect information
from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government
agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to
comply with such laws and regulations could result in significant penalties.

 The
26 adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of
companies engaged in Internet commerce or the U.S. taxation of international business activities could materially affect our financial
position and results of operations.

 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 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. The raising of additional capital will dilute current stockholders' ownership interests. 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;

 responding
 to competitive pressures;

 complying
 with regulatory requirements for advertising or taxation; and

 maintaining
 compliance with applicable laws.

 Any
additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders' ownership percentages
and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool
of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors,
and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further
dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

 Further,
any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to
obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to
continue operating if we do not generate sufficient revenues from operations needed to stay in business.

 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.

 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. 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. Actual losses for
which we are not insured or indemnified, or which exceed our insurance coverage or the capacity of our indemnitors or our ability to
enforce our indemnity agreements, could have a material adverse effect on our business.

 Our
operating results may vary significantly from quarter to quarter.

 Our
operating results may vary significantly from quarter to quarter due to seasonality and other reasons such as the rapidly evolving nature
of our business. 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;

 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.

 In
addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and
third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter
to quarter.

 If
we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.

 We
must continue to retain and acquire customers who make purchases on our platform to increase profitability. 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. 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. Further, the traffic to our website and mobile applications, including traffic
from consumers responding to our emails and search engine optimization, has declined in recent years, such that an increasing proportion
of our traffic is generated from paid marketing channels, such as search engine marketing. In addition, changes to search engine algorithms
or similar actions are not within our control and could adversely affect traffic to our website and mobile applications. If we are unable
to acquire new customers in numbers sufficient to grow our business and offset the number of existing active customers that have ceased
to make purchases, or if new customers do not make purchases at expected levels, our profitability may decrease and our operating results
may be adversely affected.

 Our
future success depends upon our ability to attract and retain high quality merchants and third-party business partners.

 We
must continue to attract and retain high quality restaurants and other merchants to increase profitability. A key priority of our strategy
is to increase our sales and marketing efforts to attract more high-quality restaurants and other merchants. We do not have long-term
arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment
terms to us. If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling
their offerings, they may stop working with us or negotiate to pay us lower margins or fees. In addition, current or future competitors
may accept lower margins, or negative margins, to secure merchant offers that attract attention and acquire new customers. We also may
experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant
bankruptcies. If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants
are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.

 Risks
Related to Our Common Stock

 Our
securities are "Penny Stock" and subject to specific rules governing their sale to investors.

 The
SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to the Company,
as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve
a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and
investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination;
and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 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.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. 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.

 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. 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. You may not be able to sell your common stock at or above the offering
price per share.

 Our
second amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our
stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

 Pursuant
to our second amended and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware is the sole and exclusive forum for any state law claim for (1) any derivative action or proceeding brought
on our behalf; (2) any action asserting a claim of or based on a breach of a fiduciary duty owed by any director, officer or other employee
of ours to us or our stockholders; (3) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law;
or (4) any action asserting a claim governed by the internal affairs doctrine (the "Delaware Forum Provision"). The Delaware
Forum Provision will not apply to any causes of action arising under the Securities Act or the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). 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"). In addition,
our second amended and restated bylaws provide that any person or entity purchasing or otherwise acquiring any shares of our common stock
is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders
cannot and will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 We
recognize that the Delaware Forum Provision and the Federal Forum Provision in our second amended and restated bylaws may impose additional
litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of
Delaware. Additionally, the forum selection clauses in our second amended and restated bylaws may limit our stockholders' ability
to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may
discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit
our stockholders. 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. 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. The Court of Chancery of the State of Delaware may
also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be
located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

 If
we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect
fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

 We
must maintain effective internal controls to provide reliable financial reports and detect fraud. 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. Any such loss of confidence would have a negative effect
on the trading price of our stock.

 The
price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

 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.

 The
stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has often been initiated against such a company. Litigation initiated
against the Company, whether or not successful, could result in substantial costs and diversion of its management's attention and
resources, which could harm our business and financial condition.

 Investors
may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

 In
the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership
interests of our present stockholders. We may also issue additional shares of common stock or other securities that are convertible into
or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities
for capital raising purposes, or for other business purposes. 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. The future issuance
of any such additional shares of common stock may also create downward pressure on the trading price of our common stock. 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.

 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. These stockholders may be able to determine all matters requiring
stockholder approval. For example, these stockholders, acting together, may be able to control elections of directors, amendments of
our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. 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.

 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.

 Our
financial performance, our industry's overall performance, changing consumer preferences, technologies, government regulatory action,
tax laws and market conditions in general could have a significant impact on the future market price of our common stock. 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.

 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.

 Currently,
we are a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act. As a "smaller reporting company,"
we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations
in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently,
it may be more challenging for investors to analyze our results of operations and financial prospects.

 Furthermore,
we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are 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 Section 404(b) of the Sarbanes-Oxley Act. 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

 ITEM
1C. CYBERSECURITY

 We
use, store and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity risk
management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and
business operations.

 Cyber
Risk Management and Strategy

 Under
the oversight of the Board of Directors and Audit Committee, we have implemented and maintain a risk management program that includes
processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight
and operational processes are integrated into our overall risk management processes, and cybersecurity is one of our designated risk
categories. We use the National Institute of Standards and Technology Cybersecurity Framework to guide our approach, ensuring a structured
and comprehensive strategy for managing cybersecurity risks. 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. 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. 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 also have a process to require corporate employees to undertake 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.

 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.

 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.

 Although
risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition,
we have, from time to time, experienced threats to and breaches of our and our third-party vendors' data and systems. For more
information, please see Item 1A. 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.

 Our
IT Manager and our IT Administrator oversee our information security program and lead our information security team. Our IT Manager has
 primary responsibility for assessing and managing our cybersecurity threat management program, informed by over ten years of experience
leading cross-functional organizations in the development and operation of large-scale systems.

 Our
IT Manager reports quarterly to the Audit Committee of the Board of Directors on the information security program and related cyber risks
and provides an annual update to the Board of Directors on the Company's overall risk management strategy, which includes addressing
cybersecurity risks. Any cybersecurity incidents at the Company are reported to the Audit Committee by the IT Manager.

 ITEM
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.

 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.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings
that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to
have a material adverse effect on the Company's business or financial condition.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not

 PART
II

 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. 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.

 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. 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.

 On
September 4, 2024, the Company's Board of Directors approved and, by written consent dated September 5, 2024, the holders of a
majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify,
Inc. The change to Giftify, Inc. became effective on October 28, 2024.

 On
October 25, 2024, Nasdaq announced that the change of the Company's name to Giftify and its trading symbol to GIFT would be effective
on October 28, 2024.

 The
following table sets forth the high and low bid closing prices for our common stock for the periods indicated, as reported by Nasdaq
and the OTC:QB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission.

 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.

 Dividends

 We
have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance
the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The 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.

 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.

 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. There are 40 million authorized
 shares under the 2019 Stock Incentive Plan.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. SELECTED FINANCIAL DATA

 Not

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Unless
otherwise indicated or the context otherwise requires, references in this section to "the Company," "Giftify"
"we," "us," "our" and other similar terms refer to Giftify, Inc. and its subsidiaries and references
to "CardCash" refer to the Company, formerly known as CardCash Acquisition Corp., prior to the Merger (as defined below).

 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 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. Our actual results may differ significantly from those projected
in such forward-looking statements. Factors that might cause future results to differ materially from those projected in such forward-looking
statements include, but are not limited to, those discussed in the sections entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements." All figures are presented in thousands, except percentages, rates and unless otherwise
noted.

 References
to "Notes" are notes included in our audited consolidated financial statements appearing elsewhere in this Annual Report
on Form 10-K.

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

 Business
Overview

 We
have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com.

operates as a leading gift card exchange platform, facilitating the purchase and sale of unwanted gift cards at discounted rates for
both consumers and businesses. The Company's mission is to provide a seamless marketplace for individuals looking to maximize the
value of their gift cards while also offering businesses innovative solutions to leverage this market.

 CardCash's
core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks
and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save
significant amounts on their purchases.

purchases unwanted gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning
shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make
cost-effective purchases through discounted gift cards.

 With
advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on
its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its
inception.

is a pioneer in the restaurant deal space and the nation's largest restaurant-focused digital deals brand. We derive our revenue
from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Founded in 1999, we connect
digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers
to over 7.8 million customers. Our 10,000 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide.
Our top three B2C markets are New York, Chicago and Los Angeles.

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. 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. Customers have favored these bundled offering ("Specials"), generating significantly greater
revenue per customer when compared to purchasing our other products. 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. We believe that our relationships with small businesses presents a significant revenue opportunity through
such cross-promotions.

Business to Business Division

 Our
B2B division accounted for approximately 50% of our gross revenue in our fiscal year ended December 31, 2023. We sell certificates and Discount Dining
Passes to corporations and marketers, which use them to:

 generate new customers;

 increase sales at the point of sale;

 reward points/customer loyalty;

 convert to paperless billing and auto-bill payment.

 motivate specific customer behavior such as free home
 repair estimates and test drives for auto dealers;

 renew subscriptions and memberships; and

 address customer service issues.

Other Business

 We
also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue.

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.

 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. 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. 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.

 Inflation

 Global
inflation also increased during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts, as well as related
international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and
global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services.
Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and
services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any
future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that
may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting
from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease,
and our financial condition and results of operations could be adversely affected.

 Going
Concern

 The
Company has a history of reporting net losses. 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.

 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. We have financed our working capital requirements through borrowings from various sources and the sale
of our equity securities.

 As
a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company's
independent registered public accounting firm, in its report on the Company's consolidated financial statements for the year ended
December 31, 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
Company's ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund
its business activities and to ultimately achieve sustainable operating revenues and profitability.

 As
market conditions present uncertainty as to the Company's ability to secure additional funds, there can be no assurances that the
Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There
is also significant uncertainty as to the effect that the coronavirus may have on the Company's business plans and the amount and
type of financing available to the Company in the future.

 If
the Company is unable to obtain the cash resources necessary to satisfy the Company's ongoing cash requirements, the Company could
be required to scale back its business activities or to discontinue its operations entirely.

 Basis
of Presentation

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

 Results
of Operations – Year ended December 31, 2024, compared to year ended December 31, 2023

INC. AND SUBSDIARIES (FKA RDE, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

 Year
 Ended

 Net Sales

 $

 $

 $

 Cost of sales

 75,789,255

 Gross profit

 13,144,781

 66,510

 10,441,299

 Operating Expenses

 Selling, general and administrative expenses

 27,615,865

 11,152,428

 -

 1,080,537

 -

 Impairment of property and equipment

 -

 -

 738,740

 Impairment of intangibles

 -

 -

 Total operating expenses

 31,520,507

 13,521,705

 Loss from operations

 (18,375,726
)

)

 (3,080,406
)

 Other income (expense):

 Interest expense

 (1,002,354
)

 -

 (2,890,466
)

 Financing costs

 (131,000
)

 -

 -

 -

 -

 5,876,000

 Total other income (expense), net

 (1,133,354
)

 -

 2,985,534

 Net loss before income taxes

 (19,509,080
)

)

 (94,872
)

 Income taxes (expense) benefit

 677,000

 -

 (29,673
)

 $
 (18,832,080
)

 $
)

 $
 (124,545
)

 Net
Sales

 For
the year ended December 31, 2023, the Company's operating revenues consisted of sales generated by our CardCash business. See our
Basis of Presentation discussion above.

 Year
 Ended

 $
 86,991,638

 $

 $

 1,942,398

 -

 -

 Sales

 $

 $

 $

 Sales
for the year ended December 31, 2024 and 2023, were $86,991,638 and $87,146,804, respectively. During the current year period, we focused
on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to
our customers, resulting in a gross margin of 13.0%, as compared to a gross margin of 12.0% in the prior year period, which generated
an increase in gross profit as compared to the prior year period.

 Sales
for the year ended December 31, 2024 were $1,942,399. Per our Basis of Presentation discussion above, Restaurant.com sales were not included
in the prior year numbers.

 Cost
of Sales

 December 30, 2023 to

 $
 75,654,690

 $

 $

 134,565

 -

 -

 Cost of Sales

 $
 75,789,255

 $

 $

 For
the year ended December 31, 2023, the Company's cost of sales consisted of solely our CardCash business. 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.

 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. 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.

 Cost
of sales for the year ended December 31, 2024 were $134,565. Per our Basis of Presentation discussion above, Restaurant.com sales were
not included in the prior year numbers.

 Operating
Expenses

 Year
 Ended

 Selling, general and administrative expenses

 $
 27,615,865

 $

 $
 11,152,428

 -

 1,080,537

 -

 Impairment of property and equipment

 -

 -

 738,740

 Impairment of intangibles

 -

 -

 Operating expenses

 $
 31,520,507

 $

 $
 13,521,705

 Selling,
general and administrative expenses.

 Selling,
general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related
business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and
other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the
Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting,
insurance, compliance, compensation and other costs.

 Selling,
general and administrative expenses were $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.
For the period January 1, 2023 to December 29, 2023, selling, general and administrative expenses of Giftify were excluded. See our
Basis of Presentation discussion above.

of capitalized software costs.

expenses are primarily attributed to the Company's capitalized software development costs. 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.

of intangible assets.

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 $300,000 during the year ended December 31, 2023.

 Impairment
of property and equipment.

the year ended December 31, 2023, the Company determined that certain property and equipment were impaired, resulting in a charge to
operations of $738,740 at December 31, 2023. No similar event occurred in the current year period.

 Impairment
of intangibles

the year ended December 31, 2023, the Company determined that certain intangible assets were impaired, based on a third-party valuation,
resulting in a charge to operations of $250,000 at December 31, 2023. No similar event occurred in the current year period.

 Loss
from Operations

 Year
 Ended

 Loss from operations

 $
 (18,375,726
)

 $
)

 $
 (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. 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.

 Other
Income (Expenses)

 December 30, 2023 to

 Interest expense

 $
 (1,002,354
)

 $
 -

 $
 (2,890,466
)

 Financing costs

 (131,000
)

 -

 -

 -

 -

 5,876,000

 Total other income (expense), net

 $
 (1,133,354
)

 $
 -

 $
 2,985,534

 We
had other expenses of ($1,133,354) for the year ended December 31, 2024, as compared to other income of $2,985,534 for the year ended
December 31, 2023. Other expense income for the year ended December 31, 2024, consisted of financing costs of $131,000 and interest expense
of $1,002,354. Other income for the year ended December 31, 2023, consisted of a gain from the forgiveness of convertible notes and promissory
notes totaling $5,876,000, offset by interest expense of $2,890,466.

 Net
Loss

 Year
 Ended

 Net Loss

 $
 (18,832,080
)

 $
)

 $
 (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). 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.

 Modified
EBITDA

 In
addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not
a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other
performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity.
We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair
value of common stock issued for services.

 Management
considers our core operating performance to be that which our managers can affect in any particular period through their management of
the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results
prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them
appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that
are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed
as an inference that our future results will be unaffected by unusual or non-recurring items.

 Set
forth below is a reconciliation of net loss to Modified EBITDA for the year ended December 31, 2024 and 2023 (unaudited):

 Year
 Ended

 Net Loss

 $
 (18,832,080
)

 $
)

 $
 (124,545
)

 Modified EBITDA adjustments:

 Income taxes

 (677,000
)

 29,673

 Interest expense

 1,002,354

 -

 2,890,466

 Financing costs

 131,000

 -

 -

 -

 -

 (5,876,000
)

 -

 -

 1,080,537

 Stock option and other noncash compensation

 11,484,708

 1,942

 Fair value of stock issued on vendor settlement

 -

 -

 Impairment of intangible assets and property and equipment

 -

 -

 988,740

 Total Modified EBITDA adjustments

 15,995,704

 (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. In addition, we use Modified
EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in
evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial
performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

 Modified
 EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

 Modified
 EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

 Modified
 EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on
 our debts; and

 Although
 depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in
 the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

 Critical
Accounting Policies and Estimates

 The
following discussion and analysis of financial condition and results of operations is based upon the Company's consolidated financial
statements for the years ended December 31, 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"). Certain accounting policies and estimates
are particularly important to the understanding of the Company's financial position and results of operations and require the application
of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions
that are outside of the Company's control. As a result, these issues are subject to an inherent degree of uncertainty. In applying
these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates.
Those estimates are based on the Company's historical operations, the future business plans and the projected financial results,
the terms of existing contracts, trends in the industry, and information available from other outside sources.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

 The
Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company
also derives revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants.

 Revenue
and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when
the risk and title to the product transfers to the customer upon delivery to the customer. The Company's performance obligations
are satisfied at that time. The Company's standard terms of delivery are included in its contracts of sale, 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

 The
Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest
and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value.
Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably
over the requisite service, or vesting, period. Recognition of compensation expense for non-employees is in the same period and manner
as if the Company had paid cash for the services.

 Acquisitions
and Business Combinations

 The
Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified
intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates
and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but
are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates.
Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year
from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding
offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements
of operations.

 Recent
Accounting Pronouncements

 See
discussion of recent accounting pronouncements in Note 1 to the accompanying financial statements.

 Liquidity
and Capital Resources

 The
accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning
our ability to continue as a going concern.

 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. 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 anticipate our cash balance will last
until approximately December 2025. As a result, we have concluded that there is substantial doubt about the Company's ability
to continue as a going concern. In addition, the Company's independent registered public accounting firm has included an
explanatory paragraph in their report with respect to this uncertainty that accompanies the Company's audited consolidated
financial statements as of and for the year ended December 31, 2024. 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.

 Our
ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business
activities and to ultimately achieve sustainable operating revenues and profitability.

 As
market conditions present uncertainty as to our ability to secure additional funds, there can be no assurances that we will be able to
secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations. There is also significant
uncertainty as to the amount and type of financing available to us in the future.

 If
we are unable to obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its
business activities or to discontinue its operations entirely.

 Our
consolidated statements of cash flows as discussed herein are presented below.

 Year
 Ended

 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.

 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, 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.

 Investing
Activities

 The Company had no cash flows from investing activities 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.

 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.

 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.

Revolving Line of Credit

 In
November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up to
$10,000,000. The revolving line of credit is payable on demand, secured by the Company's inventory, with interest based on the
Wall Street Journal Prime Rate plus 3.00%, limited to a floor of 6.5%. At December 31, 2024 and December 31, 2023, the average interest
rate was 12% and 12%, respectively. As of December 31, 2024, the Company was in compliance with customary debt covenants. As of December
31, 2024, the line of credit balance was $3,805,080, and this line of credit requires a deposit of $1,258,826, which is included in restricted
cash.

 Convertible
Debt

 On
November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable.
At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues
to be unsuccessful in reaching the Note holder to remit payment in full. At December 31, 2024, the principal balance of $20,000, and
accrued interest of $23,137, are convertible at $1.50 per share into 28,758 shares of the Company's common stock.

Note Payable

 On February 19, 2025, the Company entered into a secured
promissory note (the "Note") with Real World Digital Assets LLC ("Real World") in the principal amount of $1,000,000
bearing annual interest of 11.5% that had a maturity date of December 31, 2025. The Note is collateralized by a blanket lien on the assets
of Giftify under the terms of a Security Agreement and is subordinated only to the line of credit owed by Company to Pathward National
Association.

 Notes
Payable

Acquisition Notes Payable

 On
December 29, 2023, the Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash
(see Note 3). $750,000 is payable on December 29, 2024 (see Note 13), bearing simple annual interest of 5%, and $750,000 is to be paid
upon the earlier of (a) the completion of a firm commitment underwriting the Company's initial public offering to allow the Company
to become listed on the Nasdaq Capital Market or (b) December 29, 2025. As of December 31, 2023, the notes payable had an aggregate principal
balance outstanding of $1,500,000. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000
and accrued interest payable of $75,000.

 GameIQ
Acquisition Note Payable

 On
February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $78,813 and another for $62,101. In accordance
with Notes, the Company promised to pay the principal together with interest at 1% upon the earlier of (i) nine equal biannual installments
with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the "Maturity Date").

 As
of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821.
As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $75,928 and accrued interest payable of
$1,646.

 Economic
Injury Disaster Loans (EIDL)

 On
June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under
the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds
pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster
loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL, and accrued interest
of $900, as part of the consideration paid for the acquisition of GameIQ.

 The
loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from
the date of the promissory note over a period of 30 years. As of December 31, 2023, the note payable had a principal balance outstanding
of $664,500 and accrued interest payable of $27,259. As of 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.

 Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, the Company is not required to provide the information required by this Item 7A.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO FINANCIAL STATEMENTS

 Financial
 Statements of Giftify, Inc.

 Report of Independent Registered Public Accounting Firm for Giftify, Inc. (PCAOB ID: 572)

 Consolidated
 Financial Statements as of December 31, 2024 and December 31, 2023 (Successor) and for the year ended December 31, 2024 (Successor),
 and the periods from December 30, 2023 to December 31, 2023 (Successor), and January 1, 2023 to December 29, 2023
 (Predecessor)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Deficiency

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of Giftify, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Giftify, Inc. and subsidiaries (the "Company") as of
December 31, 2024 and 2023 (Successor), the related consolidated statements of operations, stockholders' equity (deficiency),
and cash flows for the year ended December 31, 2024 (Successor), the period from December 30, 2023 through December 31, 2023
(Successor), and January 1, 2023 through December 29, 2023 (Predecessor), and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company at December 31, 2024 and 2023 (Successor), and the results of its operations and its cash flows
for the year ended December 31, 2024 (Successor), the periods from December 29, 2023 through December 31, 2023 (Successor), and
January 1, 2023 through December 29, 2023 (Predecessor), in conformity with U.S. generally
accepted accounting principles.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has a history of reporting net losses and negative operating cash flows.
Management's plans in regard to these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

 Basis
for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit
matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical
audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

 Share-based
compensation

 As
described in Note 13 to the consolidated financial statements, the Company recognized $8 million of share-based compensation expense
relating to vested stock options, including $7.9 million for stock options granted to executives and employees in 2024. Management accounts
for share-based compensation based on the grant-date fair value of each award, which is amortized as expense over the requisite service
period of the award. The fair value of each option is estimated on the grant-date using the Black-Scholes option pricing model which
includes assumptions made by management.

 We
identified share-based compensation as a critical audit matter. Auditing management's estimate of share-based compensation required
a high degree of auditor effort in performing procedures and evaluating audit evidence related to the grant-date fair value of awards.

 The
following are the primary procedures we performed to address this critical audit matter.

 Obtaining
 and reading the share-based award agreements, and obtaining board approvals related to the
 share-based awards.

 Evaluating
 the option pricing model management selected to determine the grant-date fair value, and evaluating
 the reasonableness of management's significant valuation assumptions.

 Performing
 a recalculation of the grant-date fair value estimate for a sample of the awards.

 We
have served as the Company's auditor since 2017.

 /s/
 Weinberg & Company, P.A.

 Los
Angeles, California

 March
31, 2025

 F- 1

INC. AND SUBSIDIARIES (FKA RDE, INC.)

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current assets:

 Cash and cash equivalents (includes restricted cash of $ 1,258,826 at December 31, 2024 and 2023)

 $
 3,574,876

 $
 4,099,737

 Accounts receivable

 891,666

 1,681,165

 4,116,180

 4,152,273

 Prepaid expenses and other current assets

 63,210

 177,119

 Total current assets

 8,645,932

 10,110,294

 Property and equipment, net

 1,089,984

 Operating lease right of use asset, net

 1,406,242

 315,183

 Deposits

 65,556

 65,556

 Intangible assets, net

 4,268,332

 20,007,670

 20,007,669

 Total assets

 $
 35,483,716

 $
 39,762,014

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 1,966,616

 $
 2,218,285

 Accrued expenses

 1,768,607

 1,175,934

 Customer deposits

 95,000

 -

 Deferred revenue

 77,051

 336,996

 Secured revolving line of credit

 3,805,080

 6,737,385

 Convertible promissory notes

 43,137

 40,137

 Secured note payable — related party, net of debt discount of $ 4,000 and $ 0, at December 31, 2024 and 2023, respectively

 2,060,274

 -

 Notes payable, current portion

 1,717,632

 836,509

 Acquisition obligation

 -

 500,000

 Operating lease liability, current portion

 316,612

 134,475

 Total current liabilities

 11,850,009

 11,979,721

 Notes payable, net of current portion

 615,000

 1,458,270

 Deferred income taxes

 1,123,000

 1,800,000

 Operating lease liability, net of current portion

 1,133,371

 202,829

 Total liabilities

 14,721,380

 15,440,820

 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; 27,021,423 and 24,119,967 shares issued and outstanding at December 31, 2024 and 2023, respectively

 27,015

 24,114

 Additional paid-in-capital

 108,679,065

 93,376,244

 Common stock issuable, 350,843 and 383,343 shares, respectively

 350,843

 Accumulated deficit

 ( 88,294,587
)

 ( 69,462,507
)

 Total stockholders' equity

 20,762,336

 24,321,194

 Total liabilities and stockholders' equity

 $
 35,483,716

 $
 39,762,014

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

 F- 2

INC. AND SUBSDIARIES (FKA RDE, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

 Year
Ended

 Year
 Ended

 Net Sales

 $

 $

 $

 Cost of sales

 75,789,255

 Gross profit

 13,144,781

 66,510

 10,441,299

 Operating Expenses

 Selling, general and administrative expenses

 27,615,865

 11,152,428

 -

 1,080,537

 -

 Impairment of property and equipment

 -

 -

 738,740

 Impairment of intangibles

 -

 -

 Total operating expenses

 31,520,507

 13,521,705

 Loss from operations

 ( 18,375,726
)

)

 ( 3,080,406
)

 Other income (expense):

 Interest expense

 ( 1,002,354
)

 -

 ( 2,890,466
)

 Financing costs

 ( 131,000
)

 -

 -

 -

 -

 5,876,000

 Total other income (expense), net

 ( 1,133,354
)

 -

 2,985,534

 Net loss before income taxes

 ( 19,509,080
)

)

 ( 94,872
)

 Income tax (expense) benefit

 677,000

 -

 ( 29,673
)

 $
 ( 18,832,080
)

 $
)

 $
 ( 124,545
)

 Net loss per share – basic and diluted

 $
 ( 0.73
)

 $
 ( 0.21
)

 $
 ( 0.01
)

 Weighted average
common shares outstanding – basic and diluted

 25,745,113

 24,119,967

 15,927,387

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

 F- 3

INC. AND SUBSIDIARIES (FKA RDE, INC.)

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

 For
the Year Ended December 31, 2024 (Successor)

 Equity

 Issuable

 Additional
 Paid-In

 Accumulated

 Total
 Stockholders'

 Equity

 Balance, December 31, 2023 (Successor)

 24,119,967

 $
 24,114

 $

 $
 93,376,244

 $
 ( 69,462,507
)

 $
 24,321,194

 Fair value of vested options

 -

 -

 -

 -

 8,031,289

 8,031,289

 Fair value of vested restricted stock units

 241,666

 -

 -

 1,431,606

 1,431,848

 Fair value of common stock issued for employment agreements

 312,500

 -

 -

 1,249,687

 1,250,000

 Fair value of common stock issuance for services

 210,000

 -

 -

 771,290

 771,500

 Fair value of common stock issued for vendor settlement

 104,167

 149,896

 Fair value of common shares issued for financing costs

 130,900

 131,000

 Common shares issued on cashless exercise of stock options

 1,130

 ( 1
)

 -

 Common shares issued

 32,500

 ( 32,500
)

 ( 32,500
)

 32,468

 -

 Issuance of common stock for cash, under stock purchase agreement

 -

 -

 199,850

 200,000

 Issuance of common stock for cash, net, under at-the-market sale agreement

 209,993

 -

 -

 285,853

 286,063

 Issuance of common stock for cash, net, on private sales

 1,539,500

 1,539

 -

 -

 3,019,983

 3,021,522

 -

 -

 -

 -

 -

 ( 18,832,080
)

 ( 18,832,080
)

 Balance, December 31, 2024 (Successor)

 27,021,423

 $
 27,015

 350,843

 $
 350,843

 $
 108,679,065

 $
 ( 88,294,587
)

 $
 20,762,336

 F- 4

 Period
December 30, 2023 to December 31, 2023 (Successor)

 (Deficiency)

 Common Stock Issuable

 Additional
 Paid-In

 Accumulated

 Total
 Stockholders'

 Equity

 (Deficiency)

 Balance, December 29, 2023 (Successor)

 16,761,960

 $
 16,756

 $

 $
 63,951,602

 $
 ( 64,442,507
)

 $
 ( 90,806
)

 Effects of the merger

 6,108,007

 6,108

 -

 -

 24,425,892

 -

 24,432,000

 Balance, December 30, 2023

 22,869,967

 22,864

 88,377,494

 ( 64,442,507
)

 24,341,194

 Fair value of common stock issued for employment agreements

 1,250,000

 1,250

 -

 -

 4,998,750

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023 (Successor)

 24,119,967

 $
 24,114

 $

 $
 93,376,244

 $
 ( 69,462,507
)

 $
 24,321,194

 Period
from January 1, 2023 to December 29, 2023 (Predecessor)

 Deficiency

 Additional

 Paid-In

 Accumulated

 Total

 Stockholders'

 Deficiency

 Balance, December 31, 2022 (Predecessor)

 29,035,625

 $
 2,900

 $
 4,934,052

 $
 ( 30,335,139
)

 $
 ( 25,398,187
)

 Balance

 29,035,625

 $
 2,900

 $
 4,934,052

 $
 ( 30,335,139
)

 $
 ( 25,398,187
)

 Stock based compensation

 -

 1,942

 -

 1,942

 Purchase of employee stock options

 -

 ( 36,916
)

 -

 ( 36,916
)

 Capital contribution – retirement of Series B

 -

 4,084,353

 -

 4,084,353

 Capital contribution

 -

 22,997,712

 -

 22,997,712

 -

 -

 -

 ( 124,545
)

 ( 124,545
)

 Balance, December 29, 2023 (Predecessor)

 29,035,625

 $
 2,900

 $
 31,981,143

 $
 ( 30,459,684
)

 $
 1,524,359

 Balance

 29,035,625

 $
 2,900

 $
 31,981,143

 $
 ( 30,459,684
)

 $
 1,524,359

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

 F- 5

INC. AND SUBSDIARIES (FKA RDE, INC.)

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year
Ended

 December 30, 2023 to

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
 ( 18,832,080
)

 $
)

 $
 ( 124,545
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Fair value of vested stock options

 8,031,289

 -

 1,942

 Fair value of vested restricted common stock

 1,431,848

 Fair value of common stock issued for employment agreements

 1,250,000

 -

 Fair value of common stock issued for services

 771,500

 -

 -

 Loss on settlement of vendor balance

 135,415

 -

 -

 Fair value of common stock issued for financing costs

 131,000

 -

 -

 Change in inventory reserve balance

 ( 61,000
)

 -

 -

 -

 1,290,190

 -

 Amortization of debt discount

 18,000

 -

 -

 Impairment of intangible assets and property and equipment

 -

 -

 988,740

 Accrued interest

 131,398

 -

 2,100,610

 -

 -

 ( 5,876,000
)

 Changes in operating assets and liabilities:

 Accounts receivable

 789,499

 -

 ( 74,340
)

 97,093

 -

 816,853

 Prepaid expenses

 113,909

 -

 ( 38,328
)

 Change in right of use asset

 304,481

 -

 191,953

 Accounts payable

 ( 236,731
)

 -

 84,611

 Accrued expenses

 592,673

 20,000

 ( 39,515
)

 Customer deposits

 95,000

 -

 -

 Deferred revenue

 ( 259,945
)

 -

 27,991

 Deferred taxes

 ( 677,000
)

 -

 -

 Operating lease liability

 ( 282,861
)

 -

 ( 191,953
)

 Net cash used in operating activities

 $
 ( 2,551,870
)

 $
 -

 $
 ( 541,791
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Cash, net, received from acquisition

 -

 2,038,472

 -

 Capital expenditures

 -

 -

 ( 900,000
)

 Net cash provided by (used in) investing activities

 $
 -

 $
 2,038,472

 $
 ( 900,000
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from line of credit

 104,752,474

 -

 104,752,474

 Repayment of line of credit

 ( 107,684,779
)

 -

 ( 103,540,098

 Proceeds from note payable – related party

 1,978,000

 -

 -

 Repayment of acquisition obligation

 ( 500,000
)

 -

 -

 Repayment of notes payable

 ( 26,271
)

 -

 -

 Proceeds from sale of common stock under stock purchase agreement

 200,000

 -

 -

 Proceeds from public sale of common stock under at-the-market sale agreement

 286,063

 Proceeds from private sale of common stock

 3,021,522

 Advance on purchase consideration from Giftify

 -

 -

 Net cash provided by financing activities

 $
 2,027,009

 $
 -

 $
 1,462,376

 Net increase (decrease) in cash and cash equivalents

 ( 524,861
)

 2,038,472

 20,585

 Cash and cash equivalents beginning of period

 4,099,737

 2,061,265

 2,040,680

 Cash and cash equivalents end of period

 $
 3,574,876

 $
 4,099,737

 $
 2,061,265

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Interest paid

 $
 841,260

 $
 -

 $
 -

 Taxes paid

 $
 -

 $
 -

 $
 29,673

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Present value of operating lease right of use
 asset and lease liability

 $
 1,395,541

 $
 -

 $
 -

 Fair value of common stock issued for settlement of vendor balance

 $

 $
 -

 $
 -

 Issuance of common stock issued for common stock issuable

 $
 32,500

 $
 -

 $
 -

 Fair value of Giftify common stock received

 $
 -

 $
 -

 $
 22,962,739

 Gain on forgiveness of notes payable

 $
 -

 $
 -

 $
 5,462,739

 Settlement of notes payable and accrued interest

 $
 -

 $
 -

 $
 28,873,696

 Termination of Series B convertible preferred stock

 $
 -

 $
 -

 $
 4,084,353

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

 F- 6

INC. AND SUBSDIARIES (FKA RDE, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the twelve months ended December 31, 2024 (Successor)

For the period December 30, 2023 to December 31, 2023 (Successor)
 For the period January 1, 2023 to December 29, 2023 and year ended December 31, 2022 (Predecessor)

 1.
 Organization, Basis of Presentation, and Summary of Significant Accounting Policies

 Giftify,
Inc. (the "Company" or "Giftify") through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business
of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States.

 On
September 4, 2024, the Company's Board of Directors approved and, by written consent dated September 5, 2024, the holders of a
majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify,
Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references throughout this filing to RDE, Inc. have been changed
to Giftify, Inc.

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

 In
August, 2023, the Company entered into an agreement and plan of merger to acquire CardCash Exchange Inc ("CardCash"). On
December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of
accounting (see Note 3). CardCash was formed in 2013 and purchases merchant gift cards and resells the gift cards at a
markup.

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

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance
with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 205-40, Going
Concern, the Company's management has evaluated whether there are conditions or events that raise substantial doubt about its
ability to continue as a going concern within one year after the date the accompanying financial statements were issued. Giftify and
CardCash have a history of reporting net losses and negative operating cash flows. These factors raise substantial doubt about the Company's
ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 The
Company's ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund
its business activities and to ultimately achieve sustainable operating revenues and profitability. The Company has financed its working
capital requirements through borrowings from various sources and the sale of its equity securities.

 As
market conditions present uncertainty as to the Company's ability to secure additional funds, there can be no assurances that the
Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There
is also significant uncertainty as to the effect that the coronavirus may have on the Company's business plans and the amount and
type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy
the Company's ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue
its operations entirely.

 F- 7

 Basis
of Presentation and Principles of Consolidation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and include the financial statements of the Company's wholly-owned operating
subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. 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 the acquisition, and is referred to as the "Predecessor". Periods beginning after December 29, 2023 reflect the financial
position, results of operations and cash flows of Giftify consolidated with CardCash, and is referred to as the "Successor".
A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the table
to the notes to the consolidated financial statements to highlight the lack of comparability between the periods. Collectively, Giftify
(Successor) and CardCash (Predecessor) are referred to as the "Company".

 Use
of Estimates

 The
preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States
of America ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates
include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired
in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, accruals for potential liabilities, and assumptions used
in the determination of the Company's liquidity.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

 The
Company buys merchant gift cards from the general public and distributors at a discount and then resells the gift cards at a markup.
The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party
restaurants.

 Revenue
and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when
the risk and title to the product transfers to the customer upon delivery to the customer. The Company's performance obligations
are satisfied at that time. The Company's standard terms of delivery are included in its contracts of sale, confirmation documents,
and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates
it collects.

 Certain
customers may receive incentives, which are accounted for as variable consideration. Provisions for sales returns are recognized in the
period when the sale is recorded based upon the Company's prior experience and current trends. These revenue reductions are established
by the Company based upon management's best estimates at the time of sale following the historical trend, adjusted to reflect known
changes in the factors that impact such reserves and allowances, and the terms of agreements with customers.

 Amounts
billed and due from the Company's customers are classified as accounts receivable on the balance sheet. Amounts received in advance
from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied. The Company
has elected to apply the practical expedient to not assess contracts for significant financing component because the period between the
receipt of advance payment and the Company's transfer of services to the customer is less than one year.

 F- 8

 Other

 Sale
of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

 The
Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company's
historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants
(revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by
the Company to its merchant partners), and advertising revenue for third-party partners, such as Google Ads, wherein third-party website(s)
and/or product(s) are shown or incorporated in the Company's platform or website (revenue recognized when its determinable, which
is generally upon receipt of a statement and/or proceeds from the third-party partners).

 In
the following table, revenue is disaggregated by our divisions and type of revenue for the years ended December 31, 2024 and 2023:

 Schedule of Disaggregation of Revenue

 Sales Channels

 CardCash Gift Cards

 Gift Cards and Coupons

 Advertising

 Total

 Year Ended December 31, 2024 (Successor)

 Business to consumer (B2C)

 $
 40,894,072

 $
 878,582

 $
 73,075

 $
 41,845,729

 Business to business (B2B)

 46,097,566

 990,742

 -

 47,088,308

 Total

 $
 86,991,638

 $
 1,869,324

 $
 73,075

 $

 Year Ended December
 31, 2023 (includes Predecessor Jan 1, 2023 to Dec 29, 2023)

 Business to consumer (B2C)

 $
 32,075,843

 $
 -

 $
 -

 $
 32,075,843

 Business to business (B2B)

 33,385,061

 -

 -

 33,385,061

 Total

 $
 87,146,804

 $
 -

 $
 -

 $
 87,146,804

 Cost
of Sales

 Cost
of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

 Shipping
and Handling Costs

 Shipping
and handling costs billed to customers are recorded as revenue. The costs associated with shipping goods to customers are recorded as
a delivery expense and are included in general and administrative.

 Schedule of Shipping and Handling Costs

 January 1, 2023

 January 1, 2023

 Shipping and handling costs

 $
 164,000

 $
 -

 $
 56,000

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash and/or cash equivalents.

 F- 9

 Accounts
Receivable

 The
Company's trade accounts receivable are recorded at amounts billed to customers and presented on the balance sheet net of the allowance
for estimated credit losses, if required. The allowance is determined by a variety of factors, including the age of the receivables,
current economic conditions, historical losses and other information management obtains regarding the financial condition of customers.
Receivables are charged off when they are deemed uncollectible. As of December 31, 2024 and 2023, the Company had no allowance for credit
losses.

consist of merchant gift cards on hand that are available for sale. Inventories are valued at the lower of cost and net realizable
value, with cost determined on a first in, first-out basis. Adjustments, if required, reduce the cost of inventory to its net
realizable value for estimated excess, obsolescence or impaired balances. Factors influencing these adjustments include changes in
customer demand, rapid technological changes, and merchant bankruptcy. As of December 31, 2024 and 2023, no
provision for write downs of inventories was deemed necessary.

and Equipment

and equipment are recorded at cost less accumulated depreciation and amortization.

 The
Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company's
internal needs in accordance with ASC 350-40. Costs incurred during the application development stage for software programs to be used
solely to meet its internal needs are capitalized. Capitalized website development costs are included in property and equipment, net.
All ordinary maintenance costs are expensed as incurred. Amortization of capitalized software costs is excluded from cost of sales and
included in amortization expense in the Statements of Operations.

 Depreciation
and amortization is computed using the straight-line method over the estimated useful lives of the related assets. The Company provides
for depreciation, as follows:

 Schedule of Depreciation

 Estimated
 Useful Life

 Capitalized
 software and website development costs

 years

 Equipment

 5 - 7
 years

 Leasehold
 improvements

 Shorter
 of estimated useful life or lease term

 Expenditures for additions and improvements that extend the useful lives
of property and equipment are capitalized. Expenditures
for maintenance and repair costs are charged to expense as incurred.

 Business
Combinations

 The
Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified
intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates
and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but
are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates.
Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year
from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding
offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements
of operations.

 Intangible
Assets

 The
Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible
assets consist of customer relationships, trade name, and developed technology. Intangible assets with finite useful lives are amortized
using the straight-line method over their estimated useful life of three years.

 F- 10

 The
Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable.
If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over
the fair value in our consolidated statements of operations. During the period January 1, 2023 to December 29, 2023, CardCash (Predecessor)
recorded impairment of intangible assets of $ 250,000.

 Goodwill represents the excess of the purchase price in a business combination over the value assigned to the net tangible and identifiable
intangible assets of the business acquired. As of December 31, 2024 and 2023, the Company had $ 20 million of goodwill. Under ASC 350 Intangibles-Goodwill
and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually,
or whenever events or circumstances indicate a potential impairment. The Company's impairment testing is performed annually at December
31. In accordance with ASC 350, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill
impairment test. If after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e., greater
than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is required.
The quantitative goodwill impairment test requires us to estimate and compare the fair value of the reporting unit, determined using an
income approach and a market approach, with its carrying value. If the fair value of the reporting unit exceeds the carrying value of
the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded
as an impairment loss up to the amount of goodwill. There was no goodwill impairment in any of the periods presented.

 Long-Lived
Assets

 The
Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events or changes
in circumstances indicate that their net book value may not be recoverable. The measurement of possible impairment is based upon the
ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use of the asset and
its eventual disposition. An impairment loss, equal to the difference between the asset's fair value and its carrying value, is
recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified
as of December 31, 2024 and the period December 30, 2023 to December 31, 2023 (Successor). During the period January 1, 2023 to December
29, 2023, an impairment of $ 738,740 was recorded by CardCash (Predecessor).

 Leases

 The
Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract
inception. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period
of time in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the
identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets ("ROU") for
operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation
to make lease payments. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease
term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in
the general and administrative line in the Company's consolidated statements of operations.

 Income
Taxes

 The
Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of
deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach,
deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility
is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

 F- 11

 Advertising

 The
Company expenses advertising costs as incurred, which are recorded in general and administrative in the Statements of Operations. Advertising
expenses are as follows:

 Schedule
of Advertising Expenses

 Year
 Ended

 30 to

 1, 2023

 Year
 Ended

 30 to

 1, 2023

 Advertising costs

 $
 892,994

 $
 -

 $
 807,031

 Share-Based

 The
Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest
and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value.
Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably
over the requisite service, or vesting, period. Recognition of compensation expense for non-employees is in the same period and manner
as if the Company had paid cash for the services.

 The
Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the
Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a
risk-free interest rate. The expected volatility is based on the historical volatility of the Company's common stock, calculated
utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the
stock option is calculated as the mid-point between the vesting period and the contractual term (the "simplified method").
The risk-free interest rate is estimated using comparable published federal funds rates.

 Share-based
compensation expense recognized and recorded as part of selling, general and administrative expenses are as follows:

 Schedule
of Stock-Based Expense

 Year
 Ended

 30 to

 Year
 Ended

 30 to

 Stock based compensation costs

 $
 11,634,637

 $

 $
 1,942

 Earnings
(Loss) Per Share

 Basic
earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted
earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares
outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable
upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect
is anti-dilutive.

 Loss
per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during
the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes
and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

 At
December 31, 2024 and 2023, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the
holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share

 2024

 2023

 December 31,

 2024

 2023

 Convertible notes payable

 28,753

 26,758

 Common stock issuable

 350,843

 Common stock options

 4,121,830

 743,116

 Total

 4,501,426

 1,153,217

 The
issuable and potentially issuable shares as summarized above. These potentially issuable common
shares would have been anti-dilutive because the Company had a net loss for the period ended December 31, 2024 and 2023, as such common
stock equivalents would have been excluded from the calculation of net loss per share.

 F- 12

 Fair
Value of Financial Instruments

 Fair
value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier
hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is
as follows:

 Level
1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

 Level
2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

 Level
3 – unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value.

 A
financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant
to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment
and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

 The
carrying value of the Company's financial instruments (consisting of cash, accounts receivables, deposits to credit card processor,
prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to
be representative of their respective fair values due to the short-term nature of those instruments.

 Concentration
of Credit Risk

 Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable
and cash. The credit risk exposure surrounding trade accounts receivable is limited as these amounts represent the timing difference
between payments being settled by credit card processors and the cash being provided to the Company.

 No
significant customers comprised more than 10 % of accounts receivable or revenue as of and for the period ended December 31, 2024 and
2023 (Successor), and for the period ended December 29, 2023 (Predecessor).

 The
Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced
a loss on this account.

 F- 13

 Segment
Information

 The Company's Chief Executive Officer ("CEO") is our
chief operating decision maker ("CODM") and evaluates performance and makes operating decisions about allocating resources
based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, the
Company has determined that it operates as a single reportable segment composed of the consolidated financial results of Giftify, Inc.
(see Note 2).

 Recent
Accounting Pronouncements

 In November 2024, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the notes to financial
statements of specified information about certain costs and expenses, including purchases of inventory; employee compensation; and depreciation,
amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments are effective
for the Company's annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively
or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company's disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. These
amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided
to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures. ASU 2023-07 requires
public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures
in Topic 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim
periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. As of December 31, 2024, the Company
has adopted ASU 2023-07. The adoption of this standard did not have a material impact on the Company's consolidated financial statements
but has resulted in additional disclosures within the footnotes to our consolidated financial statements (See Note 2).

 Other
recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,
and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's
present or future financial statements.

 2.
 Segment information

 The
Company operates and manages its business as one
reportable and operating segment concentrating on the sale of gift cards and discount certificates to our customers. The measure of
segment assets is reported on the balance sheet as total consolidated assets. The Company derives revenue primarily in
the United States of America and manages its business activities on a consolidated basis.

 The
Company's chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information presented on a consolidated
basis and decides how to allocate resources based on net loss. Consolidated net loss is used for evaluating financial performance. The
monitoring of budgeted versus actual results is used in assessing performance of the Company and in establishing management's
compensation.

 Significant segment expenses include employee compensation, stock-based
compensation, merchant fees, and consulting and outside provider costs. Other operating expenses include all remaining costs necessary
to operate our business and primarily include advertising, corporate compliance, and overhead expenses. The following table presents the
significant segment expenses and other segment items regularly reviewed by our CODM:

 Schedule of Segment Reporting Information

 December 30 to December 31, 2023

 December 30 to December 31, 2023

 Net sales

 $

 $

 $

 Cost of sales

 75,789,255

 Gross profit

 13,144,781

 66,510

 10,441,299

 Less:

 Employee compensation and benefits

 6,520,852

 -

 3,864,329

 Stock-based compensation expense

 11,634,708

 1,942

 Merchant and bank fees

 3,812,064

 -

 3,737,748

 Consulting and outside provider costs

 2,395,550

 -

 293,950

 Sales and marketing expenses

 1,911,006

 -

 1,808,895

 -

 1,290,190

 -

 Impairment of property and equipment

 -

 -

 738,740

 Impairment of intangibles

 -

 -

 Other operating expenses

 1,341,685

 86,510

 1,235,911

 Total operating expenses

 31,520,507

 13,521,705

 Loss from operations

 $
 ( 18,375,726
)

 $
)

 $
 ( 3,080,406
)

 F- 14

 3.
 Acquisition of Card Cash

 On
December 29, 2023, the Company completed the acquisition of CardCash. The acquisition was made pursuant to an agreement and plan of merger
dated August 18, 2023, between the Company and CardCash. The Company acquired all of the issued and outstanding equity of CardCash for
$ 26,682,000, made up of the issuance of 6,108,007 shares of the Company's common stock valued at $ 24,682,000, the issuance of a
note payable for $ 1,500,000, and payment of $ 750,000 in cash.

 The
Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and
allocated the purchase price to CardCash's tangible assets, identifiable intangible assets, and assumed liabilities at their estimated
fair values as of the date of acquisition. The fair value assigned to the developed technology was determined using the relief from royalty
method. The fair value assigned to trade name were determined using the relief from royalty method. The fair value of the customer relationships
was determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the
existing customers acquired. The cash flows were based on estimates used to value the acquisition, and the discount rates applied were
benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital.
The valuation assumptions took into consideration the Company's estimates of customer attrition and revenue growth projections.
The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been
recorded as goodwill. Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance
the Company's product offerings and lineup available to both new and existing customers and generate future synergies within the
discount coupon and gift card business.

 In
accordance with ASC 805, the Company made an allocation of the purchase price for CardCash based on the fair value
of the assets acquired and liabilities assumed.

 F- 15

 The
following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable
intangible assets, and assumed liabilities of CardCash on the date of acquisition:

 Schedule of Fair Value of Assets Acquired and Liabilities Assumed

 Fair
 Value

 Fair
 value of consideration:

 Cash

 $
 750,000

 Notes
 payable ($ 750,000 due December 30, 2024; $ 750,000 due December 30, 2025)

 1,500,000

 Common
 stock ( 6,108,007 shares of common stock at $ 4.00 per share)

 24,432,000

 Total
 purchase price

 $
 26,682,000

 Allocation
 of the consideration to the fair value of assets acquired and liabilities assumed:

 Cash

 $
 2,061,265

 Accounts
 receivable

 1,582,635

 4,152,273

 Prepaids,
 deposits, and other

 220,385

 and equipment, net

 Accounts
 payable and accrued liabilities

 ( 2,068,154
)

 Line
 of credit

 ( 6,737,385
)

 tax liability

 ( 1,800,000
)

 Net
 tangible assets

 ( 25,669
)

 Intangible
 assets:

 Developed
 technology

 2,600,000

 Trade
 name

 2,400,000

 Customer
 relationships

 1,700,000

 Net
 identifiable intangible assets

 20,007,669

 Fair
 value of net asset acquired

 $
 26,682,000

 The
amount of revenue and net loss of CardCash included in the Company's (Successor) consolidated statements of operations during the
period December 30, 2023 to December 31, 2023, was zero and $ 5,000,000, respectively.

 The
following unaudited pro forma statements of operations present the Company's pro forma results of operations after giving effect
to the purchase of CardCash based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements
of operations for the twelve months ended December 31, 2023, give effect to the transaction as if it had occurred on January 1, 2023.

 Schedule of Pro Forma Statements of Operations

 (Proforma, unaudited)

 Sales

 $
 89,307,460

 $
 ( 9,122,246
)

 Net loss per share

 $
 ( 0.41
)

 4.
 Property and Equipment, Net

and equipment, net consisted of the following:

 Schedule Property and Equipment, Net

 Website development costs

 $
 2,533,466

 $
 2,533,466

 Leasehold improvements

 29,846

 29,846

 Property and equipment, gross

 Accumulated depreciation

 ( 1,473,328
)

 -

 Property and equipment, net

 $
 1,089,984

 $

 The
depreciation expense on property and equipment was as follows:

 Depreciation expense

 $
 1,473,328

 $
 -

 $
 1,290,190

 At
December 29, 2023 (Predecessor), the Company determined certain of its capitalized website development costs were impaired and recorded
an impairment charge of $ 738,740 on the accompanying Consolidated Statements of Operations.

 F- 16

 5.
 Goodwill and Intangible Assets

and intangible assets consist of the following:

 Schedule of Other Intangible Assets

 $
 20,007,669

 $
 20,007,669

 Schedule of Goodwill and Intangible Assets

 Intangible Assets

 Customer relationships

 $
 1,700,000

 $
 1,700,000

 Trade name

 2,400,000

 2,400,000

 Developed technology

 2,600,000

 2,600,000

 Intangible assets, gross

 Accumulated amortization

 ( 2,431,668
)

 -

 Intangible assets, net

 $
 4,268,332

 $

 On
December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded goodwill of $ 20,007,669.

 On
December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $ 6,700,000. During
the twelve months ended December 31, 2024, the Company recorded an amortization expense of $ 2,431,668, leaving a remaining intangible
asset balance of $ 4,268,332 at December 31, 2024.

the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded amortization expense of $ 300,000, and at December 29,
2023, determined its Intangible Assets were impaired and recorded an impairment charge of $ 250,000.

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

 Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives

 Description

 Weighted
Average Useful Life (in years)

 Customer
 relationships

 Trademarks,
 trade names and service marks

 Developed
 technology

 Remaining useful lives

expense on intangible assets was as follows:

 Schedule of Amortization Expense on Intangible Assets

 Amortization expense

 $

 $
 -

 $

 Estimated
amortization expense for the Company is as follows:

 Schedule of Estimated Amortization Expense

 2025

 $
 2,134,166

 2026

 2,134,166

 Total

 $
 4,268,332

 F- 17

 6.
 Leases

 The
Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in
Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location was renewed in
April 2024 for a 60-month period ending in April 2029.

 The
Company's operating lease liability balance was $ 337,304
as of December 31, 2023. During 2024, the Company renewed its office lease as discussed above and recorded an additional operating
lease liability of $ 1,395,540.
In 2024, the Company made payments of $ 282,861
against its operating lease liability, resulting in a lease liability of $ 1,449,983
as of December 31, 2024, of which the current portion of lease liability was $ 316,612,
and a long-term lease liabilities balance of $ 1,133,371.

 The
components of lease expense were as follows:

 Schedule of components of Lease Expenses

 Operating lease expense

 $
 446,229

 $
 -

 $
 191,152

 Supplemental
information related to leases was as follows:

 Schedule
of Supplemental Cash Flow Information

 As of

 Weighted average remaining lease terms (in years)

 4.05

 Weighted average discount rate

 %

 Maturities
of the Company's operating lease liabilities are as follows as of December 31, 2024:

 Schedule of Maturities of Operating Lease Liabilities

 As of

 2025

 $
 424,660

 2026

 438,374

 2027

 382,954

 2028

 359,654

 2029

 105,927

 Thereafter

 -

 Total

 1,711,569

 Less: Imputed interest

 ( 261,586
)

 Total operating lease liability

 $
 1,449,983

 F- 18

 7.
 Secured Revolving Line of Credit

 The
outstanding line of credit consists of the following at December 31, 2024 and 2023:

 Schedule of Line of Credit

 Line of credit

 $
 3,805,080

 $
 6,737,385

 In
November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up to
$ 10,000,000. The revolving line of credit is payable on demand, secured by the Company's inventory, with interest based on the
Wall Street Journal Prime Rate plus 3.00 %, limited to a floor of 6.5 %. At December 31, 2024 and December 31, 2023, the average interest
rate was 12 % and 12 %, respectively. As of December 31, 2024, the Company was in compliance with customary debt covenants. At December
31, 2024 and 2023, this line of credit requires a deposit of $ 1,258,826, included in restricted cash.

 8.
 Convertible Debt

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

 Schedule of Convertible Debt

 Incumaker, Inc. principal balance

 $
 20,000

 20,000

 Accrued interest

 23,137

 20,137

 Total principal and accrued interest (all current)

 $
 43,137

 $
 40,137

 On
November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable.
At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues
to be unsuccessful in reaching the Note holder to remit payment in full. At December 31, 2024, the principal balance of $ 20,000, and
accrued interest of $ 23,137, are convertible at $ 1.50 per share into 28,758 shares of the Company's common stock.

 9.
 Secured Notes Payable – Related Party

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

 Schedule of Notes Payable Related Party

 Secured note payable – related party

 $
 2,000,000

 $
 -

 Less debt discount

 ( 4,000
)

 -

 Total principal balance

 1,996,000

 -

 Accrued interest

 64,274

 -

 Total principal and accrued interest

 2,060,274

 -

 Less current portion

 ( 2,060,274
)

 -

 Non-current portion

 $
 -

 $
 -

 On
September 20, 2024, the Company entered into a secured promissory note (the "Note") with Spars Capital Group LLC ("Spars
Capital") in the principal amount of $ 2,000,000 bearing annual interest of 11.5 % that has a maturity date of January 20, 2025.
The Note has an origination fee and expenses of $ 22,000, which was recorded as a debt discount and is being amortized over the term of
the Note and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of the
Company under the terms of a Security Agreement and is subordinated only to the line of credit
(see Note 7). The Note and Security Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family
trust affiliated with Elliot Bohm, a member of the Board of Directors of the Company and the President of CardCash Exchange, Inc., a
subsidiary of Giftify. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 2,000,000, a debt
discount balance of $ 4,000, and accrued interest payable of $ 64,274.

 F- 19

 10.
 Notes Payable

 Notes
payable consist of the following at December 31, 2024 and 2023:

 Schedule of Notes Payable

 CardCash acquisition notes payable

 $
 1,500,000

 $
 1,500,000

 GameIQ acquisition note payable

 75,928

 102,199

 Economic Injury Disaster Loans (EIDL) note payable

 664,500

 664,500

 Total principal balance

 2,240,428

 2,266,699

 Accrued interest

 92,204

 28,080

 Total principal and accrued interest

 2,332,632

 2,294,779

 Less current portion

 ( 1,717,632
)

 ( 836,509
)

 Non-current portion

 $
 615,000

 $
 1,458,270

Acquisition Notes Payable

 On
December 29, 2023, the Company issued two-year promissory notes totaling $ 1,500,000 as partial consideration for the acquisition of CardCash
(see Note 3). $ 750,000 is payable on December 29, 2024 (see Note 14), bearing simple annual interest of 5 %, and $ 750,000 is to be paid
upon the earlier of (a) the completion of a firm commitment underwriting the Company's initial public offering to allow the Company
to become listed on the Nasdaq Capital Market or (b) December 29, 2025. As of December 31, 2023, the notes payable had an aggregate principal
balance outstanding of $ 1,500,000. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 1,500,000
and accrued interest payable of $ 75,000.

 GameIQ
Acquisition Note Payable

 On
February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $ 78,813 and another for $ 62,101. In accordance
with Notes, the Company promised to pay the principal together with interest at 1 % upon the earlier of (i) nine equal biannual installments
with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the "Maturity Date").

 As
of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $ 102,199 and accrued interest payable of $ 821.
As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 75,928 and accrued interest payable of
$ 1,646 (see Note 14).

 Economic
Injury Disaster Loans (EIDL)

 On
June 17, 2020, the Company received $ 150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under
the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $ 350,000 of proceeds
pursuant to the loan. On July 21, 2020, the Company received $ 150,000 of proceeds applicable to loans administered by the SBA as disaster
loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $ 14,500 EIDL, and accrued interest
of $ 900, as part of the consideration paid for the acquisition of GameIQ.

 F- 20

 The
loans bear interest at 3.75 % per annum, with a combined repayment of principal and interest of $ 3,500 per month beginning 12 months from
the date of the promissory note over a period of 30 years. As of December 31, 2023, the note payable had a principal balance outstanding
of $ 664,500 and accrued interest payable of $ 27,259. As of December 31, 2024, the note payable had a principal balance outstanding of
$ 664,500 and accrued interest payable of $ 15,558.

 11.
 Income Taxes

 No
federal tax provision has been provided for the periods ended December 31, 2023, December 30, 2023 to December 31, 2023, and January
1, 2023 to December 29, 2023, due to the losses incurred during the periods. Reconciled below is the difference between the income tax
rate computed by applying the U.S. federal statutory rate and the effective tax rates for the respective period:

 Schedule of Income Tax Effective Tax Rate

 December 30 to December 31, 2023

 January 1, 2023

 December 30 to December 31, 2023

 January 1, 2023

 U.S. federal statutory tax rate

 $
 ( 21.0
)%

 $
 ( 21.0
)%

 $
 ( 21.0
)%

 State income taxes, net of federal tax benefit

 ( 6.0
)%

 ( 6.0
)%

 ( 6.0
)%

 Change in valuation allowance

 27.0
 %

 27.0
 %

 27.0
 %

 Effective tax rate

 $
 0.0
 %

 $
 0.0
 %

 $
 0.0
 %

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets as
of December 31, 2024 and 2023 are summarized below.

 Schedule of Deferred Tax Assets and Liabilities

 tax assets

 Net operating
 loss carryforwards

 $
 7,763,000

 $
 6,890,000

 $
 6,331,000

 Share-based compensation

 4,941,000

 1,795,000

 455,000

 163(j) disallowed
 interest

 2,695,000

 2,384,000

 3,063,000

 Operating
 lease liability

 397,000

 91,000

 -

 Property and equipment

 74,000

 82,000

 Gross deferred taxes

 15,870,000

 11,242,000

 9,849,000

 Less:
 valuation allowance

 ( 15,870,000
)

 ( 11,157,000
)

 ( 8,671,000
)

 Total deferred tax assets

 $
 -

 $
 85,000

 $
 1,178,000

 tax liabilities

 Intangible assets

 ( 738,000
)

 ( 1,800,000
)

 Operating lease right-of-use asset

 ( 385,000
)

 ( 85,000
)

 and equipment

 -

 -

 ( 1,178,000
)

 Total deferred tax liabilities

 ( 1,123,000
)

 ( 1,885,000
)

 ( 1,178,000
)

 Net
 deferred tax liability

 $
 ( 1,123,000
)

 $
 ( 1,800,000
)

 $
 -

 In
assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining
future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2024 and 2023, management
was unable to determine if it is more likely than not that the Company's deferred tax assets will be realized and has therefore
recorded an appropriate valuation allowance against deferred tax assets at such dates.

 F- 21

 At
December 31, 2024, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately
$ 48,317,000. Federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2032, subject to Internal
Revenue Service limitations, including change in ownership regulations.

 12.
 Stockholders' Equity

 Preferred
Stock

 The
Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.001 per share. As of December 31, 2024 and
2023, there were no shares of preferred stock issued and outstanding.

 Common
Stock

 The
Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share. As of December 31, 2024 and
2023, the Company had 27,021,423 shares and 24,119,967 shares, respectively, of common stock issued and outstanding.

 Common
Stock Transactions

 2024

of Common Stock for Services

the year ended December 31, 2024, the Company issued 210,000 shares of common stock with a fair value of $ 771,500, or $ 3.67 per share,
to consultants for services rendered.

of Common Stock for Vender Settlement

the year ended December 31, 2024, the Company issued 104,167 shares of common stock with a fair value of $ 150,000, or $ 1.44 per share,
per settlement agreement with a vender. The fair value of the common shares of $ 150,000 was recorded as a component of selling, general
and administrative expenses in the consolidated statement of operations.

 Sale
of Common Stock on Stock Purchase Agreement

 ClearThink

 On
December 16, 2024, the Company entered into a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners,
LLC (ClearThink Capital"). Under the terms of the Strata Purchase Agreement, ClearThink Capital agreed to purchase up to $ 10 million
of Giftify's shares of common stock (the "Purchase Shares") based on a series of request notices limited to the lesser
of $ 1 million or 500 % of the average number of shares traded for the 10 trading days prior to the closing request date with the minimum
purchase notice to be $ 25,000. The Company will receive financing in an amount equal to 99% of the average of the closing prices of the
Company shares of common stock on the Nasdaq stock market during the Valuation Period that is defined as three business days preceding
the purchase date with respect to a request notice. No purchase of Company shares of common stock will be made by ClearThink if its beneficial
ownership of Giftify common stock exceeds 9.99% of the issued and outstanding shares of Giftify common stock.

 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. The fair value of the 100,000 restricted
shares was determined to be $ 131,000 and was recorded as a financing cost, a component of other expenses, in the accompanying Consolidated
Statement of Operations during the year ended December 31, 2024.

 Under
the terms of the Securities Purchase Agreement, ClearThink Capital has agreed to purchase a total of 150,000 restricted shares of Giftify
common stock in at an effective price of $ 1.3333 per share to be delivered to ClearThink Capital by book entry within seven calendar
days following the two closing dates as follows: 75,000 restricted shares of Giftify common stock on December 16, 2024, and 75,000 shares
of Giftify common stock within five days after the filing of the Prospectus Supplement underlying the Strata Purchase Agreement. During
the year end December 31, 2024, ClearThink purchased a total of 150,000 sales of the Company's common stock for $ 200,000.

 On
February 4, 2025, the Company exercised its right to terminate the SPA effective by mutual agreement of the parties.

of Common Stock on At-the-Market Issuance Sales Agreement

 On
October 25, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent
to sell shares of its common stock, par value $ 0.001 (the "Common Stock"), having an aggregate offering price of up to $ 30,000,000
(the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined
in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). During the year ended December 31, 2024,
the Company sold 209,993 shares of Common Stock and received proceeds next of expenses of $ 286,063, or an average of $ 1.36 per share.

of Common Stock on Private Sales

the year ended December 31, 2024, the Company received net proceeds of $ 3,021,523 from the sale of 1,539,500 shares of common stock at
$ 1.96 per share, as part of a private placement.

 Common Stock Issuable

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

 F- 22

 2023

of Restricted Stock for Employment Agreements

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into a four-year employment
agreement with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating
Officer of CardCash prior to the acquisition by the Company and will remain in those positions following the acquisition. Mr. Bohm
also joined the Board of Directors of the Company.

 Under
the terms of the agreements, Mr. Bohm and Mr. Ackerman received a one-time award of 1,250,000 restricted shares of the Company's common stock with
an aggregate fair value of $ 10,000,000,
 50%
vesting immediately and 50% vesting over 4 years. During
the year ended December 31, 2023, the Company recorded stock compensation for 1,250,000 of these shares of restricted stock with a fair value of $ 5,000,000 based upon its vesting term. During the year ended December
31, 2024, the Company recorded stock compensation expense for 312,500 shares of restricted stock with a fair value of $ 1,250,000 based upon its vesting term. As of December 31, 2024, the unamortized
stock compensation amounted to $ 3,750,000 to be expensed upon vesting in future periods through December
2027.

of Common Stock for Acquisition of CardCash (Successor)

the period December 29, 2023 to December 31, 2023, RDE issued 6,108,007 shares of common stock with a fair value of $ 24,432,000, or $ 4.00
per share, as partial consideration paid on the acquisition of CardCash (see Note 3).

 13.
 Share-Based Compensation

 Summary
of Restricted Common Stock

 The
following table summarizes restricted stock activity during the year ended December 31, 2024:

 Schedule of Restricted Stock

 Unvested

 Issuable

 Fair Value
 at Date of

 Weighted
 Average
 Grant Date
 Fair Value

 Balance, December 31, 2023

 125,000

 -

 $
 418,750

 3.35

 Granted

 425,000

 -

 1,793,500

 4.22

 Vested

 ( 241,666
)

 241,666

 -

 -

 Forfeited

 -

 -

 -

 -

 Issued

 -

 ( 241,666
)

 ( 731,400
)

 -

 Balance, December 31, 2024

 308,334

 -

 $
 1,480,850

 $
 3.99

 F- 23

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

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

the year ended December 31, 2024, the Company recognized stock compensation expense of $ 1,431,026 and issued 241,666 shares of restricted
stock based upon its vesting term of the grants. As of December 31, 2024, the unamortized stock compensation expense amounted to $ 781,224,
to be expensed upon vesting in future periods through March 1, 2026.

 Summary
of Stock Options

 The
Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees,
contractors and consultants of the Company.

 The
fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest
rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the
Company's expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility
of the Company's common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock
option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual
term (the "simplified method"). The fair market value of the common stock is determined by reference to the quoted market
price of the common stock on the grant date.

 The
expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration
to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the
Company's common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and
does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at
the time of measurement corresponding with the expected term of the share option award.

 A
summary of stock option activity is presented below:

 Schedule of Stock Options

 Number
 of

 Weighted
 Average

 Exercise
 Price

 Stock options outstanding at December 29, 2023

 743,116

 4.43

 Granted

 -

 -

 Exercised

 -

 -

 Expired or forfeited

 -

 -

 Stock options outstanding at December 31, 2023

 743,116

 $
 4.43

 Granted

 3,405,500

 4.01

 Exercised

 ( 2,843
)

 3.35

 Expired or forfeited

 ( 23,943
)

 ( 1.05
)

 Stock options outstanding at December 31, 2024

 4,121,830

 $
 4.28

 Stock options exercisable at December 31, 2024

 2,395,125

 $
 4.32

 F- 24

 Stock
option expense was as follows:

 Schedule of Stock-based Compensation Expense

 2024

 Stock option expense

 $
 8,031,290

 $

 $
 1,942

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

 The
stock options are exercisable at a weighted average price of $ 4.01 per share with an average life to expiration of approximately nine
years. The total fair value of these options at grant date was approximately $ 13,500,000, which was determined using a Black-Scholes-Merton
option pricing model with the following average assumption: stock price of $ 4.01 per share, expected term of 6.00 years, volatility of
 220 %, dividend rate of 0 %, and weighted average risk-free interest rate of 4.33 %. The expected term represents the weighted-average period
of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant
exercise behavior; the expected volatility is based upon historical volatility of the Company's common stock; the expected dividend
yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and
the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected
term of the share option award.

the year ended December 31, 2024, the Company recognized $ 8,031,290 of stock compensation expense relating to vested stock options. As
of December 31, 2024, the aggregate amount of unvested compensation related to stock options was approximately $ 5,680,244 which will
be recognized as an expense as the options vest in future periods through March 2026.

 The
weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2024 was 8.25 years.
Based on a fair market value of $ 1.09 per share on December 31, 2024, the intrinsic value attributed to exercisable but unexercised common
stock options was $ 5,870 at December 31, 2024.

 The
exercise prices of common stock options outstanding and exercisable at December 31, 2024 are as follows:

 Schedule of Options Summarized by Exercise Price

 Exercise
 Prices

Outstanding (Shares)

Exercisable (Shares)

 $
 1.00

 61,004

 61,000

 $
 1.05

 9,500

 9,500

 $
 1.50

 400,000

 400,000

 $
 2.50

 50,000

 50,000

 $
 3.00

 $
 3.35

 92,166

 76,728

 $
 4.22

 3,405,500

 1,694,236

 $
 363.17

 3,660

 3,661

 4,121,830

 2,395,125

 F- 25

 14.
 Commitments and Contingencies

 From
time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings
that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to
have a material adverse effect on the Company's business or financial condition.

 Employment
Agreements

 Ketan

July 1, 2023, Giftify entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer,
pursuant to which Mr. Thakker's annual salary is $ 250,000, increasing to $ 400,000 on July 1, 2024. In addition, Mr. Thakker may
be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company.

 In
the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will
be entitled to continue to be paid pursuant to the terms of his employment agreement.

 Steve
Handy

August 21, 2024, Giftify entered into a new employment agreement with Steve Handy, its Chief Financial Officer, pursuant to which Mr. Handy's
annual salary is $ 250,000, increasing at 3 % annually. In addition, Mr. Handy is to receive a minimum annual cash bonus of $ 25,000.

 Elliot
Bohm and Marc Ackerman

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements
with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash
prior to the acquisition by Giftify and will remain in those positions following the acquisition. Bohm also joined the Board of Directors
of Giftify.

 Under
the terms of the four-year agreements, Mr. Bohm and Mr. Ackerman shall each receive an annual base salary of $ 375,000
and a one-time award of 1,250,000
restricted shares of Giftify's common stock with aggregate fair value of $ 10
million, 50 %
vesting immediately and 50 %
vesting over 4
years. In addition, Mr. Bohm and Mr. Ackerman shall receive a minimum annual bonus of $ 100,000 to be paid in cash, stock,
or both on terms that shall be mutually acceptable to the Board and Mr. Bohm and Mr. Ackerman.

 If
Mr. Bohn's or Mr. Ackerman's employment is terminated by the Company without cause, as defined under their employment agreements,
Mr. Bohn or Mr. Ackerman will be entitled to (a) twelve months' base salary, (b) Earned but Unpaid Amounts, as defined, (c) all
vested equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and
(d) o ther benefits, as defined, for health, life, disability and similar employee benefit plans will continue, as defined.

 Mr.
Bohm and Mr. Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement
which contains covenants restricting them from engaging in any activities competitive with our business during the term of the employment
agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

the year ended December 31, 2023, the Company recognized $ 5,000,000 of stock compensation expense and issued 1,250,000 vested restricted
shares. During the year ended December 31, 2024, the Company recognized $ 1,250,000 of stock compensation expense and issued 312,500 vested
restricted shares. As of December 31, 2024, the aggregate amount of unvested compensation related to 937,500 unvested restricted shares
was approximately $ 3,750,000, which will be recognized as an expense as the restricted shares vest in future periods through December
2027.

 F- 26

 15.
 Subsequent Events

 Public
Offering

 On
January 15, 2025, the Company entered into a Placement Agency Agreement with Craft Capital Management LLC ("Craft Capital"),
as placement agent, to issue and sell 600,000 shares of the Company's common
stock at a purchase price of $ 1.00 per Share. The shares were offered
by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), that was declared effective by the Securities
and Exchange Commission on October 15, 2024, on a best efforts basis (the "Offering"). The offer and sale of the shares in
the Offering are described in the Company's prospectus constituting a part of the registration statement, as supplemented by a
final prospectus supplement dated January 15, 2025. On
January 16, 2025, the Company closed the Offering. The Company sold 600,000 shares for total gross proceeds of $ 600,000.
After deducting the placement agent fee and offering expenses payable by the Company, the Company received net proceeds of $ 483,000.

 Issuance of Common Stock on At-the-Market Issuance
Sales Agreement

 Subsequent to December 31, 2024, the Company sold
 751,152 shares of Common Stock and received proceeds next of expenses of $ 1,004,991, or an average of $ 1.34 per share, utilizing its At-the-Market
Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

Notes Payable – Related Party

 Subsequent
to December 31, 2024, the Company paid in full its secured promissory note of $ 2,000,000 plus accrued interest with a related party,
Spars Capital (see Note 8).

 Common Shares Issued in Settlement of Vendor Balance

 Subsequent to December 31, 2024, the Company issued
 75,000 shares of common stock to pay a $ 75,000 vendor balance.

 Common Shares Issued on Vesting of Restricted Stock

 Subsequent to December 31, 2024, the Company issued
 554,166 shares on vesting of restricted stock.

 Issuance of Common Stock for Services

 Subsequent to December 31, 2024, the Company issued
 116,666 shares of common stock to consultants for services rendered.

Notes Payable

 On
February 19, 2025, the Company entered into a secured promissory note with Real World Digital Assets LLC ("Real
World") in the principal amount of $ 1,000,000 bearing annual interest of 11.5 % that has a maturity date of December 31, 2025. The
note is collateralized by a blanket lien on the assets of Giftify under the terms of a security agreement and is subordinated only to
the line of credit owed by Company to Pathward National Association (see Note 7). Proceeds from the note were used to pay the remaining
balance owed on the secured promissory note with Spars Capital (See Note 9).

Acquisition Note Payable

 Subsequent
to December 31, 2024, the Company made its $ 750,000 principal payment plus accrued interest (see Note 9), which was due on December 29,
2024.

 Stock
Based Compensation

 On
February 1, 2025, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted 450,000 restricted shares of common stock
and options exercisable into 1,170,000 shares of the Company's common stock
 to its executives and employees.

 The
restricted share of common stock and stock options vest over 36 months
equally. The stock options are exercisable at a weighted average price of $ 0.92 per
share with an average life to expiration of approximately three
years. The total
fair value of these options at grant date was approximately $ 1,073,000,
which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $ 0.92 per
share, expected term of 6.00 years,
volatility of 241 %,
dividend rate of 0 %,
and weighted average risk-free interest rate of 4.45 %.
The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding
giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon
historical volatility of the Company's common stock; the expected dividend yield is based on the fact that the Company has not
paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

 F- 27

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not

 ITEM
9A. CONTROLS AND PROCEDURES

 The information contained in this section covers management's evaluation of our disclosure controls and procedures
and our assessment of our internal control over financial reporting for the year ended December 31, 2024.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal
officers, as appropriate to allow timely decisions regarding required disclosure. The Company's Chief Executive and Chief Financial
Officer has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2024, and have concluded
that the Company's disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness
described below in the subsection titled " Management's Annual Report on Internal Control over Financial Reporting.

 Notwithstanding
the identified material weakness, management has concluded that the Financial Statements included in this Annual Report on Form 10-K
present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods
disclosed in conformity with U.S. GAAP.

 On
December 29, 2023, Giftify, Inc. ("Giftify", the "Company") completed the acquisition of CardCash Exchange Inc
("CardCash", the "Predecessor"). As a result of the merger, the Company adopted the controls and procedures of
the Predecessor.

 Inherent
Limitations on Effectiveness of Controls

 Management does not expect the Company's
disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives
will be met. The Company's controls and procedures are designed to provide reasonable assurance that control system's objective
will be met, and the CEO and CFO have concluded that the Company's disclosure controls and procedures are ineffective at the reasonable
assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls
is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in
future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures.

 Management's Annual Report on Internal
Control over Financial Reporting

 Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined by Rule 13a-15(f) and Rule 15d-15(f) under the Exchange
Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with
GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an
assessment of the Company's internal control over financial reporting as of December 31, 202 4,
based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2024, the
Company's internal controls over financial reporting were not effective.

 We identified a material weakness in our internal
controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented
or detected on a timely basis.

 As
previously reported, the material weaknesses continued to exist as of December 31, 2024, relating to the Company did not design and maintain
effective controls over certain information technology ("IT") general controls for information systems that are relevant
to the preparation of its consolidated financial statements. Specifically, Company did not design and maintain effective program change
management controls to ensure that access to information technology program and data changes affecting certain financial IT applications
and underlying accounting records are identified, documented, tested, authorized and implemented appropriately.

 Remediation
Plan for Material Weaknesses in Internal Control Over Financial Reporting

 In
response to the material weaknesses identified in "Management's Reporting on Internal Control Over Financial Reporting,"
we, with oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weakness. Ongoing remediation
activities include:

 Continue
 to design and implement ITGCs, focusing on user access controls, periodic access reviews,
 and change management;

 Continue
 to enhance documentation and control execution, ensuring the completeness and accuracy of
 supporting data; and

 Continue
 to provide training to our control operators.

 We
believe the foregoing efforts will effectively remediate the material weaknesses described in "Management's Report on Internal
Control Over Financial Reporting." Because the reliability of the internal control process requires repeatable execution, the successful
on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls
are effective

 Remediation
of Previously Identified Material Weaknesses

 In the year ending December 31, 2023, we had the
following material weakness:

 The
Company did not maintain adequate segregation of duties consistent with control objectives. Specifically, certain personnel had the ability
to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations.

 As
of December 31, 2024, management implemented the following to address the previously identified material weakness.

 hiring
 a Chief Financial Officer in August 2024, who has extensive experience leading public companies;

 executing
 plans to remediate control deficiencies and performing a risk assessment under the COSO framework;
 and

 ensuring optimal segregation of duties and levels of oversight.

 Management
determined these controls were in place and were effectively operating for a sufficient period of time as of December 31, 2024 and, therefore,
the previously identified material weakness related to inadequate segregation of duties were remediated as of December 31, 2024.

 There are, however, inherent
limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected.
While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design
and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous
improvement and diligent review of our internal controls over financial reporting.

 Changes in Internal Control over Financial Reporting

 Other
than as described above, there were no changes in our internal control over financial reporting during the quarter ended December 31,
2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 Set
forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to
our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified.
All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth
information regarding the members of our board of directors and our executive officers:

 Name

 Age

 Position

 Chief Executive Officer; President and Chairman

 Steve Handy

 Chief Financial Officer

 Balazs Wellisch

 Chief Operating Officer of Restaurant.com

 Elliot Bohm

 Director, President of CardCash

 Marc Ackerman

 Chief Operating Officer of CardCash

 Kevin Harrington

 M. Scot Wingo

 Paul K. Danner

 Business
Experience

 The
following is a brief overview of the business experience of each of our directors and executive officers during at least the past five
years, including their principal occupations or employment during the period, the name and principal business of the organization by
which they were employed, and certain of their other directorships:

 Ketan
Thakker has been our Chairman, President and Chief Executive Officer since August 2014. He joined our company as Chief Financial
Officer in July 2013, leading our restructuring, and was promoted the following year. Mr. Thakker is an entrepreneurial leader with more
than 20 years in finance and operations. He has significant hands-on experience in building and growing new and existing businesses in
the online space. He founded and served as President of TripRental.com and TripRental Software, an online listing site for vacation rental
properties, from March 2011 to June 2013. He previously served as the Chief Financial Officer for Apartments.com, a Classified Ventures
Company from 2006 to 2011. Mr. Thakker also held leadership roles in financial management at Abbott Laboratories and Baxter International
Inc. Mr. Thakker received an M.B.A. from Northwestern University's Kellogg School of Management and is an accredited certified
public accountant (inactive).

 As
the Chairman, President and Chief Executive Officer, Mr. Thakker leads the Board and guides our company. Mr. Thakker brings extensive
e-commerce industry knowledge of the company and a deep background in technology growth companies, mergers and acquisitions and capital
market activities, making him well qualified as a member of the Board. His service as Chairman, President and Chief Executive Officer
creates a critical link between management and the Board.

 Steve
Handy joined Giftify, Inc. on August 26, 2024, as its Chief Financial Officer. Mr. Handy brings over two decades of extensive financial
leadership experience to the Company with a proven track record in guiding companies through significant growth phases, public offerings,
and operational transformations. He joins Giftify from Sacks Parente Golf, Inc., a Nasdaq listed company, where he played a pivotal role
as Chief Financial Officer in its successful initial public offering and its realized accelerated revenue growth of over 700% in the
first half of 2024 compared to 2023. Mr. Handy attended numerous investor conferences, and established controls and procedures to facilitate
the company's transition from a private to a public entity, including the implementation of Oracle's NetSuite ERP System.

 Before
his tenure at Sacks Parente Golf, Mr. Handy served as Chief Financial Officer and Director of Operations at Opti-Harvest, Inc., an agriculture
innovation company, where he oversaw financial strategy and operational management. His earlier experience includes his role as Chief
Financial Officer of Tix Corporation, a former publicly traded entertainment ticketing company, where he led financial operations from
March 2010 to May 2021. Mr. Handy's extensive experience also includes senior financial roles including Chief Financial Officer
at SM&A, a former Nasdaq-listed professional services firm, and Dot Hill Systems, a former publicly traded technology manufacturer,
where he managed operations in Europe. Mr. Handy began his career as a Senior Auditor for Deloitte & Touche LLP. He holds a Bachelor
of Science in Management from California State University, San Marcos, and is a Certified Public Accountant in California.

 Balazs
Wellisch joined Restaurant.com in February 2022 following our acquisition of GameIQ acquisition. He is responsible for the strategy,
formulation, development and delivery of Restaurant.com's product portfolio as well as the operation of the company's IT
infrastructure. Mr. Wellisch has more than 25 years of experience leading high-performing organizations and driving modern technology
development and adoption for global organizations. From November 2014 to February 2022, he served as founder and CEO GameIQ. From March
2002 to September 2009 Mr. Wellisch was President and CEO of Solana Consulting, a company providing e-business management solutions to
companies worldwide. From March 2000 to February 2002 Mr. Wellisch was Vice President of Engineering at Eriss Corp., a company providing
dynamic internet application services to government workforce boards, cities, counties, states and commercial service providers, and
from September 1997 to February 2000 he served as Chief Technology Officer of Digital Trends, a managed high growth applications services
company delivering e-commerce solutions. Mr. Wellisch graduated from San Diego State University with a degree in Computer Science.

 Elliot
Bohm joined our Board of Directors on December 29, 2023, and is the Chief Executive Officer of our subsidiary, CardCash, following
the CardCash Merger. our f following the CardCash Merger. Mr. Bohm is a seasoned entrepreneur with a diverse background in leveraging
technology, both as an operator and a financier. Co-founded CardCash.com in 2009 and swiftly transformed the startup into one of the
world's largest gift card exchange marketplaces. For his outstanding achievements, Forbes Magazine recognized Elliot as one of
America's Most Promising CEOs under the age of 35, a prestigious list featuring only 22 individuals. His strategic vision has fostered
key partnerships with industry giants such as Walmart, Amazon, CVS, and United Airlines, solidifying his reputation as a dynamic leader
in technology-driven entrepreneurship. With a decade of experience in M&A, Elliot has successfully orchestrated investment and acquisition
deals, raising over tens of millions in venture capital and debt financing from esteemed names like Guggenheim Partners, Incomm, Pathward,
and Sterling National Bank. Mr. Bohm graduated from the Institute of Advanced Judaic Studies in Toronto Canada with a master's
degree in Judaic Studies.

 Marc
Ackerman joined our Company as the Chief Operating Officer of our subsidiary, CardCash, on December 29, 2023, following the CardCash
Merger. Mr. Ackerman is a experienced operator, Co-founded CardCash.com in 2009, and played a pivotal role in evolving the operation
from a startup with a handful of individuals into a thriving team of over 50 employees. His visionary leadership and management acumen
have streamlined processes, ensuring the efficient coordination of various departments, including customer service, shipping, bulk sales,
human resources, and loss prevention. With a track record of success, he continues to drive operational excellence and contributes to
the growth of innovative ventures. Mr. Ackerman graduated from BMG in Lakewood, New Jersey, with a master's degree in Judaic Studies.

 Kevin
Harrington was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Harrington
has almost 40 years' experience in product introduction and direct marketing, being one of the first to market products through
infomercials in 1984. Since 2005, he has been Chief Executive Officer of Harrington Business Development, Inc. and, since November 2015,
Chief Executive Officer of KBHS, LLC, each privately held consulting firms controlled by him. A serial entrepreneur, Mr. Harrington appeared
as one of the original panelists on the ABC television program, "Shark Tank," from 2009 to 2011. He currently serves as a
director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer of
nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and supplements,
since April 2015. He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since March 2016,
and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through infomercials
and other direct marketing, from May 2010 to April 2014. Mr. Harrington is the author of "Act Now! How to Turn Ideas into Million-Dollar
Products," which chronicles his life and experiences in the direct response industry. Mr. Harrington is a co-founder of two global
networking associations, the Entrepreneur's Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic
Retailing Association in 2000. Mr. Harrington's in-depth knowledge of the e-commerce market and the broad range of companies in
the industry make him well qualified as a member of the Board. He also brings transactional expertise in mergers and acquisitions and
capital markets.

 M.
Scot Wingo was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Wingo
is a co-founder of ChannelAdvisor Corporation (NYSE) and has served as chairman of its board of directors since its inception in 2001,
as its executive chairman since May 2015 and as its chief executive officer from 2001 until May 2015. Mr. Wingo is a co-founder of, and
since July 2016 has served as the chief executive officer of, Get Spiffy, Inc., an on-demand car cleaning technology and services company.
Prior to founding ChannelAdvisor, he served as general manager of Go To Auctions, chief executive officer and co-founder of AuctionRover.com,
which was acquired by Go To.com, and as chief executive officer and co-founder of Stingray Software, which was acquired by RogueWave.
He has appeared on CNBC, The Today Show and contributed thought leadership to the WSJ, New York Times, Washington Post, Bloomberg/Business
Week, LA Times, AP, Reuters and many other publications. Mr. Wingo regularly speaks about e-commerce and on-demand topics at IRCE (internet
Retailer Conference and Exhibition), NRF's/shop.org Digital Summit, NRF's Big Show, Shoptalk, NPD Idea, Bronto Summit, ChannelAdvisor
Catalyst and many e-commerce/retail-oriented Wall Street conferences. Mr. Wingo has received numerous awards including Ernst and Young's
Entrepreneur of the Year and Triangle Business Journal's Businessperson of the Year. Mr. Wingo received a B.S. degree in Computer
Engineering from the University of South Carolina and an M.S. degree in Computer Engineering from North Carolina State University. The
Board of Directors believes that Mr. Wingo's reputation as a thought leader in the e-commerce industry, transactional expertise
in mergers and acquisitions and capital markets and his business experience in founding and overseeing the growth of software companies
makes him well qualified to be a member of the Board.

 Paul
K. Danner joined our Board of Directors on February 13, 2019, following the SkyAuction Merger. He is currently serving as the Chief
Executive Officer of Pepex Biomedical, Inc. From 2016 to 2018, he was Chairman & Chief Executive Officer of Alliance MMA, Inc., Nasdaq-listed
sports promotion and media firm. Formerly, Mr. Danner was the Managing Director of Destiny Partners Worldwide, a global organizational
management and business operations consultancy since 2006. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of Shanghai-based
China Crescent Enterprises, a fully-reporting OTCBB-listed information technologies company which operated primarily in Asia. Previously,
he served as Chairman & Chief Executive Officer of Paragon Financial Corporation, a Nasdaq-listed financial services firm, from 2002
to 2006. From January 1998 to 2001 Mr. Danner was employed in various roles at MyTurn.com, Inc., a Nasdaq-listed information technologies
company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a business
consultancy firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of Fortune-100 technology
companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently
as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for eight years on active duty plus 22 years with
the reserve component of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner received his BS
in Business Finance from Colorado State University and holds an MBA in Marketing from the Strome College of Business at Old Dominion
University.

 Board
of Directors and Corporate Governance

 When
considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy
its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information
discussed in each of the directors' individual biographies as set forth above. With regard to Mr. Thakker, the Board considered
his day-to-day operational leadership of our company and in-depth knowledge of our business. In the case of Messrs. Wingo, Danner and
Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance.

 The
Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent.
Directors are considered "independent" as long as they do not accept any consulting, advisory or other compensatory fee (other
than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10%
stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing
rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules)
as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure
rules.

 The
Board of Directors has determined that, of our directors, Messrs. Wingo, Danner and Harrington, are independent within the meaning of
the Nasdaq Marketplace Rules cited above. Paul Danner is also an audit committee financial expert as that term is defined by listing
standards of the national securities exchanges and SEC rules, including the rules relating to the independence standards of an audit
committee and the non-employee director definition of Rule 16b-3 under the Securities Exchange Act of 1934.

or Officer Involvement in Certain Legal Proceedings

 Our
directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past
ten years.

 Family
Relationships and Other Arrangements

 There
are no family relationships among any of our directors or executive officers.

 None
of our directors or executive officers was selected to serve in their respective roles pursuant to any arrangement or understanding between
such director or executive officer and any person.

 Committees
of the Board of Directors

 Currently,
our Board of Directors acts as audit, nominating, corporate governance and compensation committees. Until such time as we add more members
to the Board, the entire Board will determine all matters and no committees have been formed. We intend to appoint persons to the board
of directors and committees of the board of directors as required to meet the corporate governance requirements of a national securities
exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange. We intend
to appoint directors in the future so that we have a majority of our directors who will be independent directors, and of which at least
one director will qualify as an "audit committee financial expert," prior to a listing on a national securities exchange.

Committee Interlocks and Insider Participation

 None
of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that
has one or more of its executive officers serving as a member of our board of directors.

 Code
of Ethics

 We
have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the
Nasdaq Capital Market and the SEC. We have posted a copy of our code of ethics on our website and intend to post amendments to this code,
or any waivers of its requirements, as well.

 Insider
Trading Policies

 We
have adopted
 insider trading policies and procedures governing
the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family
members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, while they are in possession
of material nonpublic information (the "Insider Trading Policy").

 The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

 Conflicts
of Interest

 We
comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable
state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with
which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our
Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically
fair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer
or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors.
We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors
consisting of a majority of independent directors.

 Indemnification
of Directors and Executive Officers

 Section
145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors,
employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such
indemnification is provided.

 In
general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including
any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity
may be provided if the indemnified person's actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable
cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination
of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders
that the applicable standard of conduct was met by the individual to be indemnified.

 The
statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or
otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses,
including attorneys' fees, actually and reasonably incurred in connection with the proceeding.

 Indemnification
in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only
with respect to expenses, including attorneys' fees actually and reasonably incurred in connection with the defense. In such actions,
the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have
been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification
is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection
with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper
personal benefit.

 Delaware
law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding
in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement
to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

 The
statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude
other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise.
These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation
and inure to the benefit of the heirs, executors and administrators of such persons.

 The
statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,
employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status
as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

 Our
second amended and restated bylaws include an indemnification provision under which we have the power to indemnify our directors, officers,
former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and
expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or
officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement
of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such
amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company
to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue
as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors
and administrators of such a person.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal
executive officer and principal financial officer of Giftify, Inc during the years ended December 31, 2024 and 2023; and (ii) each other
individual who served as an executive officer of Giftify, Inc. at the conclusion of the years ended December 31, 2024 and 2023 and who
received more than $100,000 in the form of salary and bonus during such year. For the purposes of this report, these individuals are
collectively the "named executive officers" of our Company.

 Name
 and Position

 Years

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-equity
 Incentive Plan

 Non-qualified
 Earnings

 All Other

 Total

 Ketan
 Thakker,

 2024

 $
 400,000

 $
 200,000

 $
 844,000

 —

 —

 —

 —

 $
 1,444,000

 Chairman,
 President and CEO (1)

 2023

 $
 303,000

 $

 $
 670,000

 —

 —

 —

 —

 $
 1,073,000

 Steve
 Handy,

 2024

 $
 72,000

 $
 9,000

 $
 —

 $
 804,000

 —

 —

 —

 $
 885,0000

 CFO
 (2)(3)

 2023

 $
 —

 $
 —

 $
 —

 —

 —

 —

 —

 $
 —

 Elliot
 Bohm

 2024

 $
 375,000

 $

 $
 422,000

 —

 —

 —

 —

 $
 897,000

 Director,
 President CardCash (1)

 2023

 $
 375,000

 $
 —

 $
 2,500,000

 —

 —

 —

 —

 $
 2,875,000

 Marc
 Ackerman

 2024

 $
 375,000

 $

 $
 422,000

 —

 —

 —

 —

 $
 897,000

 Chief
 Operating Officer, CardCash (1)

 2023

 $
 375,000

 $
 —

 $
 2,500,000

 —

 —

 —

 —

 $
 2,875,000

 Aaron
 Horowitz

 2024

 $
 37,500

 $
 —

 $
 63,000

 —

 —

 —

 —

 $
 100,500

 President
 and GC

 2023

 $

 $
 —

 $
 251,000

 —

 —

 —

 —

 $
 401,000

 Tim
 Miller

 2024

 $
 109,000

 $
 —

 $
 42,000

 —

 —

 —

 —

 $
 151,000

 VP
 Sales, Restaurant.com

 2023

 $
 313,000

 $
 —

 $
 84,000

 —

 —

 —

 —

 $
 397,000

 Balazs
 Wellisch

 2024

 $

 $
 —

 $
 —

 1,200,000

 —

 —

 —

 $
 1,350,000

 Chief
 Operating Officer, Restaurant.com

 2023

 $
 122,500

 $
 —

 $
 —

 —

 —

 —

 —

 $
 122,500

 (1)

 Includes
 a $100,000 accrued bonus that was earned but not paid until after the year ended.

 (2)

 Includes a $9,000 accrued bonus that was earned but not paid until after
the year ended.

 (3)

 Mr.
 Handy's employment became effective on August 23, 2024.

 Employment
and Advisory Agreements

 Ketan

July 1, 2023, we entered into a new employment agreement with Ketan Thakker, our Chairman, President and Chief Executive Officer. The
employment agreement provides that Mr. Thakker will receive a base salary during the first year of his employment agreement at an annual
rate of $250,000 which base salary shall be increased to $400,000 in the event that either (i) the Company receives financing of at least
$5,000,000 or (ii) at such time as our Board determines that the Company can afford to pay him such increased base salary. In addition,
Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company. On
July 1, 2023, the Board increased Mr. Thakker's annual base salary to $400,000. In addition, Mr. Thakker shall receive a minimum
annual bonus of $100,000 to be paid in cash, stock or both on terms that shall be mutually acceptable to the Board and Mr. Thakker.

 The
employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity
during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations
to us. In the event the employment agreement is terminated by us without cause, Mr. Thakker will be entitled to compensation for the
balance of the term.

 In
the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will
be entitled to continue to be paid pursuant to the terms of his employment agreement.

 Mr.
Thakker also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains
covenants restricting Mr. Thakker from engaging in any activities competitive with our business during the term of the employment agreement
and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

 Steve
Handy

 On August
23, 2024, Giftify Inc. (the "Company") entered into an Executive Employment Agreement (the
"Agreement") with Steve Handy, the Company's Chief Financial Officer (CFO). Under the terms of the three-year Agreement,
Mr. Handy shall receive an annual base salary of $250,000 with a minimum annual merit increase of 3% of his annual salary in the prior
year and a minimum annual bonus of $25,000.

 If the Agreement is terminated
by Mr. Handy for good reason, or the Company without cause, the Company is obligation to pay Mr. Handy a cash payment, payable in equal
installments over a six (6) month period (the "Severance Period), equal to the sum of the following:

 (A) Salary. The equivalent
of the lesser of (i) six (6) months of Executive's then-current base salary or (ii) the remainder of the term of the Agreement.

 (B) Earned but Unpaid Amounts.
Any previously earned but unpaid salary through Executive's final date of employment with the Company, and any previously earned
but unpaid bonus amounts prior to the date of Executive's termination of employment.

 (C) Equity. All equity vested
at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated and be deemed vested.

 (D) Other Benefits. The Company
shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit
plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination.

 Mr. Handy also entered into
a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr.
Handy from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter
and prohibiting him from disclosure of confidential information regarding our company at any time.

 Elliot
Bohm

on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the "Agreement")
with Elliot Bohm. Mr. Bohm was the President of CardCash prior to the closing of our merger, and per the terms of the Agreement, Mr.
Bohm will remain as President of CardCash, and will join the Board of Directors of Giftify as well as serving as a member of the Board
of Directors of CardCash. Under the terms of the four-year Agreement, Mr. Bohm shall receive an annual base salary of $375,000 and 1,250,000
restricted shares of Giftify's common stock of which 625,000 shall be issued upon execution of the Agreements and an additional
625,000 restricted shares of Giftify's common stock shall vest 25% or 156,250 shares on each anniversary of the Agreement. In addition,
Mr. Bohm shall receive a minimum annual bonus of $100,000.

 If
the Agreement is terminated by Mr. Bohm for good reason, or the Company without cause, the Company is obligation to pay Mr. Bohm a cash
payment, payable in equal installments over a six (6) month period (the "Severance Period), equal to the sum of the following:

 (A)
Salary. The equivalent of the greater of (i) twelve (12) months of Executive's then-current base salary or (ii) the remainder of
the term of this Agreement.

 (B)
Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive's final date of employment with the Company,
and any previously earned but unpaid bonus amounts prior to the date of Executive's termination of employment.

 (C)
Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated
and be deemed vested.

 (D)
Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability
and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately
prior to such termination.

 Mr.
Bohm also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants
restricting Mr. Bohm from engaging in any activities competitive with our business during the term of the employment agreement and one
year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

 Marc
Ackerman

on December 29, 2023, the closing of our merger with CardCash, the Company entered into an Employment Agreement (the "Agreement")
with Mark Ackerman. Mr. Ackerman was the Chief Operating Officer of CardCash prior to the closing of our merger, and per the terms of
the Agreement, Mr. Ackerman will remain as the Chief Operating Officer of CardCash. Under the terms of the four-year Agreement, Mr. Ackerman
shall receive an annual base salary of $375,000 and 1,250,000 restricted shares of Giftify's common stock of which 625,000 shall
be issued upon execution of the Agreements and an additional 625,000 restricted shares of Giftify's common stock shall vest 25%
or 156,250 shares on each anniversary of the Agreement. In addition, Mr. Ackerman shall receive a minimum annual bonus of $100,000.

 If
the Agreement is terminated by Mr. Ackerman for good reason, or the Company without cause, the Company is obligation to pay Mr. Ackerman
a cash payment, payable in equal installments over a six (6) month period (the "Severance Period), equal to the sum of the following:

 (A)
Salary. The equivalent of the greater of (i) twelve (12) months of Executive's then-current base salary or (ii) the remainder of
the term of this Agreement.

 (B)
Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive's final date of employment with the Company,
and any previously earned but unpaid bonus amounts prior to the date of Executive's termination of employment.

 (C)
Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated
and be deemed vested.

 (D)
Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability
and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately
prior to such termination.

 Mr.
Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains
covenants restricting Mr. Ackerman from engaging in any activities competitive with our business during the term of the employment agreement
and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

 Balazs Wellisch

 On
January 16, 2025, Giftify Inc. (the "Company") entered into an Executive Employment Agreement (the
"Agreement") with Balazs Wellisch. Mr. Wellisch was the Chief Technology Officer of Restaurant.com, a wholly-owned subsidiary
of the Company, a pioneer in the restaurant deal space and the nation's largest restaurant-focused digital deals brand. Under the
terms of the Agreement, Mr. Wellisch is now the Chief Operating Officer ("COO") of Restaurant.com. Under the terms of the
three-year Agreement, Mr. Wellisch shall receive an annual base salary of $240,000 with a minimum annual merit increase of 5% of his
annual salary in the prior year and a minimum annual bonus of $25,000.

 If
the Agreement is terminated by Mr. Wellisch for good reason, or the Company without cause, the Company is obligation to pay Mr. Wellisch
a cash payment, payable in equal installments over a six (6) month period (the "Severance Period), equal to the sum of the following:

 (A)
Salary. The equivalent of the lesser of (i) six (6) months of Executive's then-current base salary or (ii) the remainder of the
term of the Agreement.

 (B)
Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive's final date of employment with the Company,
and any previously earned but unpaid bonus amounts prior to the date of Executive's termination of employment.

 (C)
Equity. All equity vested at time of termination shall be retained by Executive and all equity that has not vested shall be accelerated
and be deemed vested.

 (D)
Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability
and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately
prior to such termination.

 Mr.
Wellisch also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains
covenants restricting Mr. Wellisch from engaging in any activities competitive with our business during the term of the employment agreement
and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

 Equity
Compensation Plan Information

 On
February 11, 2019, our Board of Directors and stockholders adopted our 2019 Stock Incentive Plan (the "2019 Plan"). The purpose
of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services
are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development
and financial success. Under the Plan, we are authorized to issue up to 40,000,000 shares of common stock, including incentive stock
options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation
rights, performance shares, restricted stock and long-term incentive awards.

 Administration.
The 2019 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors
from time to time (the "Administrator"). The Administrator determines the persons who are to receive awards, the types of
awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator
also has the authority to interpret the provisions of the 2019 Plan and of any awards granted there under and to modify awards granted
under the 2019 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2019
Plan without prior approval of the Company's shareholders.

 Eligibility.
The 2019 Plan provides that awards may be granted to our employees, officers, directors and consultants or of any parent, subsidiary
or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2019 Plan.

that are subject to issuance upon exercise of an option under the 2019 Plan but cease to be subject to such option for any reason (other
than exercise of such option), and shares that are subject to an award granted under the 2019 Plan but are forfeited or repurchased by
the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available
for grant and issuance under the 2019 Plan.

 Terms
of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted
under the 2019 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR
is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and
the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the
Administrator approves and is subject to the following conditions (as described in further detail in the 2019 Plan):

 (a)
Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or
upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each
option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that
the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will
be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

 (b)
Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100%
of the fair market value of the Company's shares of common stock on the date of the grant. The exercise price of an incentive stock
option granted to a 10% stockholder may not be less than 125% of the fair market value of shares of the Company's common stock
on the date of grant.

 (c)
Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as
determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

 (d)
Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2019 Plan,
are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation,
business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant
and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding
options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria
shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance
period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and
conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock
units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid
within 45 days of the change in control.

 (e)
Other Provisions: The option grant and exercise agreements authorized under the 2019 Plan, which may be different for each option, may
contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise
of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination
of the optionee's employment at the original purchase price.

 Amendment
and Termination of the 2019 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject
to awards, may suspend or discontinue the 2019 Plan or amend the 2019 Plan in any respect; provided that the Administrator may not, without
approval of the stockholders, amend the 2019 Plan in a manner that requires stockholder approval.

 The
following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding
as of December 31, 2024.

 Option Awards

 Stock Awards

 Name

 Grant Date (1)

 Number of
 Securities
 Underlying
 Unexercised
 Exercisable (#)

 Number of
 Securities
 Underlying
 Unexercised
 Unexercisable (#)

 Option
 Exercise
 Price

 Option
 Expiration
 Date

 Number of Shares (#)

 Market Value of

 Shares (2)

 Balazs Wellisch

 2/16/2022

 400,000

 -

 $
 1.50

 2/16/2032

 $
 -

 4/1/2023

 16,677

 8,333

 3.35

 4/1/2033

 4/1/2024

 200,000

 3.35

 4/1/2034

 Steve Handy

 4/1/2024

 66,667

 133,333

 4.01

 4/1/2024

 8/1/2015

 1,622

 -

 363.17

 8/1/2025

 133,333

 $
 546,667

 (1)

 All equity awards listed
 in this table were granted pursuant to our 2019 Plan, the terms of which are described above under "Equity Compensation Plan
 Information."

 (2)

 This
 amount reflects the fair market value of our common stock on the grant date multiplied by the amount shown in the column for the
 number of shares that have been granted.

 2023
Director Compensation

 Upon
commencement of their Board membership on February 13, 2019, the nonexecutive members of the Board, Messrs. Harrington, Wingo and Danner,
each received a grant of 20,000 restricted shares of our common stock of which 25% of the restricted stock grant (5,000 shares) vested
upon acceptance of the offer to serve on our Board of Directors and 25% of the restricted stock grant (5,000 shares) will vest upon each
of the three anniversaries of the acceptance date of the offer (February 13, 2019) provided that each Board member has served continuously
as an advisor to the Company during such one year period, (ii) an annual cash allowance will be paid in equal quarterly amounts as follows:
year 1 $5,000, year 2 $15,000 and year 3 an amount to be determined and (iii) each nonexecutive Board member who serves as a Chair of
one of our Board Committees will receive an additional cash payment of $2,000 annually and each nonexecutive Board member who serves
as a member of one of our Board Committees will receive an additional cash payment of $1,000 annually. The Board members received no
compensation for board service during the year ended December 31, 2023.

 The
following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31,
2024.

 Name

 Fees Earned or Paid in Cash ($)

 Stock

 Awards ($)(1)

 All Other Compensation ($)

 Total ($)

 —

 —

 —

 —

 Elliot Bohm

 —

 —

 —

 —

 Paul K. Danner

 —

 —

 —

 —

 M. Scot Wingo

 —

 —

 —

 —

 Kevin Harrington

 —

 —

 —

 —

 (1)

 All equity awards listed
 in this table were granted pursuant to our 2019 Plan, the terms of which are described above under "Equity Compensation Plan
 Information."

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information as of March 18, 2025, the beneficial ownership of our common stock by the following persons:

 each person or entity who,
 to our knowledge, owns more than 5% of our common stock;

 our named executive officers;

 each current director;
 and

 all of our current executive
 officers and directors as a group; and

 There
were 29,160,889 shares of our common stock outstanding on March 18, 2025. Beneficial ownership has been determined in accordance with
the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information
furnished, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of
common stock that they beneficially own, subject to applicable community property laws.

 In
computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of
common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March
18, 2025, are deemed outstanding. These shares of common stock, however, are not deemed outstanding for the purposes of computing the
percentage ownership of any other person.

 Each
person named in the table has sole voting and investment power and that person's address is c/o Giftify, Inc., 1500 West Shure
Drive, Suite 200, Arlington Heights, IL 60004.

 Name and Address of Beneficial Owners

 Amount and Nature of Beneficial Ownership of Common Stock

 Percent of

 5% Stockholders

 Eldridge Industries, LLC (1)

 2,703,478

 9.3
 %

 Interactive Communications (2)

 2,595,370

 8.9
 %

 Named Executive Officers and Directors

 Ketan Thakker, Director and Chief Executive Officer (3)

 2.698,330

 9.1
 %

 Steve Handy, Chief Financial Officer (4)

 159,023

 0.5
 %

 Elliot Bohm, Director, President of CardCash (5)

 720,833

 2.4
 %

 Marc Ackerman, Chief Operating Officer, CardCash (6)

 720,833

 2.4
 %

 Balazs Wellisch, Chief Technology Officer (7)

 696,540

 2.3
 %

 Paul Danner III, Director (8)

 360,000

 1.2
 %

 Kevin Harrington, Director (8)

 360,000

 1.2
 %

 M. Scot Wingo, Director (8)

 360,000

 1.2
 %

 All executive officers and directors as a group (8 individuals)

 6,075,559

 20.4
 %

 (1)

 The
 address of the principal business office of each of the Reporting Persons is 600 Steamboat Road, Greenwich, CT 06830.Anthony Minella
 of Eldridge Industries, LLC has the authority to buy and sell securities.

 (2)

 The
 address of the principal business office of each of the Reporting Persons is 250 Williams Street, Atlanta, GA 30303. Michael D. Gruenhut
 of Interactive Communications has the authority to buy and sell securities.

 (3)

 Includes 2,696,708 shares owned, and vested options to purchase 1,622 shares.

 (4)

 Includes 25,690 shares owned, and vested options to purchase 133,333 shares.

 (5)

 Includes 720,833 shares owned.

 (6)

 Includes 720,833 shares owned.

 (7)

 Includes 279,217 shares owned, and vested options to purchase 417,323 shares.

 (8)

 Includes 360,000 shares owned.

 ITEM
13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 There
were no transactions since December 31, 2023 or any currently proposed transaction, in which the Company is a participant and in which
any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the
average of the Company's total assets as of the end of last completed fiscal year. A related person is any executive officer, director,
nominee for director, or holder of 5% or more of the Company's common stock, or an immediate family member of any of those persons.

 Policies
and Procedures for Related Party Transactions

 We
do not have a formal policy regarding approval of transactions with related parties.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Each
year, the Board approves the annual audit engagement in advance. The Board also has established procedures to pre-approve all non-audit
services provided by the Company's independent registered public accounting firm. All fiscal year 2024 and 2023 non-audit services
listed below were pre-approved.

 Audit
and Audit-Related Fees: This category includes the audit of our annual financial statements and review of financial statements included
in our annual and periodic reports that are filed with the SEC. This category also includes services performed for the preparation of
responses to SEC correspondence, travel expenses for our auditors, on audit and accounting matters that arose during, or as a result
of, the audit or the review of interim financial statements, and the preparation of an annual "management letter" on internal
control and other matters.

 Tax
Fees: This category consists of professional services rendered by our independent auditors for tax compliance.

 All
Other Fees: This category consists of fees for services other than the services described above.

 Description

 Audit fees

 $
 315,006

 $
 115,270

 Audit-related fees

 -

 -

 Tax fees

 30,468

 -

 All other fees

 34,295

 -

 Total

 $
 379,769

 $
 115,270

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Exhibit Number

 Description

 Form

 File No.

 Exhibit

 Filing Date

 Filed Herewith

 2.1

 Agreement and Plan of Merger, dated as of August 18, 2023, by and among RDE, Inc., CardCash Acquisition Corp. and CardCash Exchange, Inc.

 10.1

 8/22/2023

 3.1

 Certificate of Incorporation

 10-12g

 3.1

 4/8/2022

 3.2

 Amendment to Certificate of Incorporation

 10-12g

 3.2

 4/8/2022

 3,3

 Second Amended and Restated Bylaws

 10-12g

 3.3

 4/8/2022

 4.1

 Specimen Stock Certificate Evidencing the Shares of Common Stock

 X

 4.2

 2019 Stock Incentive Plan

 X

 10.1

 Promissory Note dated September 20, 2024 Issued by Giftify, Inc. to Spars Capital Group LLC

 10.1

 9/24/2024

 10.2

 Security Agreement dated September 20, 2024, between Giftify, Inc. and Spars Capital Group LLC

 10.2

 9/24/2024

 10.3

 At the Market Issuance Sales Agreement dated October 25, 2024, between Giftify, Inc. and Ascendiant Capital Markets, LLC.

 10.1

 10/25/2024

 10.4

 Strata Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC

 10.1

 12/20/2024

 10.5

 Securities Purchase Agreement dated December 16, 2024, between Giftify, Inc. and ClearThink Capital Partners, LLC

 10.2

 12/20/2024

 14.1

 Code of Ethics

 14.1

 4/9/2024

 19.1

 Insider Trading Policy

 X

 List of Subsidiaries of Giftify, Inc.

 X

 24.19

 Power of Attorney (included on signature page).

 X

 31.1

 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 X

 31.2

 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 X

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 X

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 X

 ITEM
16. FORM 10-K SUMMARY

 Not

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 GIFTIFY, INC.

 By:

 /s/ Ketan

 Ketan

 President
 and Chief Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ketan Thakker as his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Ketan

 CEO (Principal Executive

 Officer) and Director

 /s/ Steve
 Handy

 CFO (Principal Financial

 Steve Handy

 Officer)

 /s/ Elliot
 Bohm

 Director (President and CEO of CardCash)

 Elliot Bohm

 /s/ M.
 Scot Wingo

 M. Scot Wingo

 /s/ Kevin
 Harrington

 Kevin Harrington

 /s/ Paul
 K. Danner

 Paul K. Danner

 */s/ Ketan

 As Attorney-In-Fact*