GIFTIFY INC
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 13, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001493152-24-032141
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001493152-24-045009
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 132 previous paragraphs and 136 current paragraphs.
94 unchanged; 37 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq.
Current report
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.
Current report
On October 25, 2024, we entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of our common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). As of the date of the filing this report, the Company sold 37,102 shares of Common Stock and received proceeds of $66,341, or an average of $1.79 per share.
Current report
Secured Note Payable – Related Party
Current report
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 ofthe 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 ofthe Company and the President of CardCash Exchange, Inc., a subsidiary of Giftify. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $20,300, and accrued interest payable of $6,932.
Removed paragraphs (1)
Previous report
On February 28, 2022, the Company completed the acquisition of GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. The Company issued 600,000 restricted shares of its common stock with a fair value of $300,000, and promissory notes aggregating $140,914 and bearing interest at 1% per annum, to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ. Each note required repayment in nine equal biannual installments, with the first installment due on the nine-month anniversary of the closing. Balazs Wellisch became Chief Technology Officer of Restaurant.com, a subsidiary of the Company.
Reworded paragraphs (37)
Previous wording
On December 29, 2023, RDE, 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 RDE, 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 RDE’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000. Elliot Bohm, President of CardCash prior to the merger with RDE, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of RDE as well as serving as a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with RDE, continues to serve as Chief Operating Officer of CardCash following the closing of the merger.
Current wording
On December 29, 2023, Giftify, Inc. completed the acquisition of CardCash Exchange, Inc. (“CardCash”). The acquisition was made pursuant to a plan of merger agreement dated August 18, 2023, between the Company, and Elliott Bohn, in his capacity as stockholder representative for CardCash’s stockholders. The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash’s stockholders for $26,682,000, made up of 6,108,007 shares of the Company’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000. Elliot Bohm, President of CardCash prior to the merger with the Company, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of the Company as well as serving as a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with the Company, continues to serve as Chief Operating Officer of CardCash following the closing of the merger.
Previous wording
● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months.
Current wording
● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for nine months.
Previous wording
● “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.
Current wording
● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average other Company value for these Specials sales is nearly five times a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C revenue of the Company for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions.
Previous wording
The Company has a history of reporting net losses and negative operating cash flows. At June 30, 2024, the Company had cash of $4,663,623 available to fund its operations, including expansion plans, and to service its debt, and a working capital deficit of $1,133,903.
Current wording
The Company has a history of reporting net losses and negative operating cash flows. At September 30, 2024, the Company had cash of $3,090,980 available to fund its operations, including expansion plans, and to service its debt, and a working capital deficit of $2,182,182.
Previous wording
On August 18, 2023, RDE, Inc. (“RDE”)entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed. RDE’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE 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, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.
Current wording
On August 18, 2023, Giftify, Inc. (“Giftify”)entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed. the Company’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of the Company consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, the Company (Successor) and CardCash (Predecessor) are referred to as the “Company”.
Previous wording
Sales for the six months ended June 30, 2024, were $41,542,396, a decrease of approximately $3,710,989, or 8.2%, as compared to $45,253,385 in the six months ended June 30, 2023. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 15.7%, as compared to a gross margin of 12.2% in the prior year period. While our sales decreased 8.2% over the prior year period, our gross profit increased over the prior year period.
Current wording
Sales for the three months ended September 30, 2024, were $23,210,850, an increase of approximately $3,003,331, or 14.9%, as compared to $20,207,519 in the three months ended September 30, 2023. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 12.9%, as compared to a gross margin of 12.8% in the prior year period.
Previous wording
Costs of sales for the six months ended June 30, 2024 decreased to $35,024,396, as compared to $39,722,197 during the six months ended June 30, 2023. Our cost of sales, as a percentage of sales, were 84.3% and 87.8%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.
Current wording
Costs of sales for the three months ended September 30, 2024 increased to $20,220,237, as compared to $17,629,985 during the three months ended September 30, 2023. Our cost of sales, as a percentage of sales, were 87.1% and 87.2%, respectively. The increase in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.
Previous wording
Selling, general and administrative expenses were $9,832,270 for the three months ended June 30, 2024, as compared to $2,835,513 for the three months ended June 30, 2023, an increase of $6,996,757. The increase was from the recording of $6,214,545 of stock-based compensation expense during the three months ended June 30, 2024, which did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.
Current wording
Selling, general and administrative expenses were $5,908,603 for the three months ended September 30, 2024, as compared to $2,600,156 for the three months ended September 30, 2023, an increase of $3,308,447. The increase was from the recording of $2,248,821 of stock-based compensation expense during the three months ended September 30, 2024, which did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.
Previous wording
Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $302,737 for the three months ended June 30, 2024, as compared to $223,268 during the three months ended June 30, 2023.
Current wording
Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $254,292 for the three months ended September 30, 2024, as compared to $267,985 during the three months ended September 30, 2023.
Previous wording
For the three months ended June 30, 2024, we incurred a loss from operations of $7,482,429, as compared to a loss from operations of $506,243 for the three months ended June 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.
Current wording
For the three months ended September 30, 2024, we incurred a loss from operations of $3,780,199, as compared to a loss from operations of $365,607 for the three months ended September 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.
Previous wording
We had other expenses of $261,917 for the three months ended June 30, 2024, as compared to other expenses of $170,414 for the three months ended June 30, 2023. Other expenses consist solely of interest expenses offset by interest income.
Current wording
We had other expenses of $280,953 for the three months ended September 30, 2024, as compared to other expenses of $191,326 for the three months ended September 30, 2023. Other expenses consist solely of interest expenses offset by interest income.
Previous wording
We realized a net loss of $7,744,646 for the three months ended June 30, 2024, as compared to a net loss of $676,657 for the three months ended June 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above.
Current wording
We realized a net loss of $4,061,152 for the three months ended September 30, 2024, as compared to a net loss of $556,582 for the three months ended September 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above.
Previous wording
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:
Current wording
We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA for developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
Previous wording
Results of Operations – Six months ended June 30, 2024, compared to six months ended June 30, 2023
Current wording
Results of Operations – Nine months ended September 30, 2024, compared to nine months ended September 30, 2023
Previous wording
Sales for the three months ended June 30, 2024, were $20,020,502, a decrease of approximately $1,071,155, or 5.1%, as compared to $21,091,657 in the three months ended June 30, 2023. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 16.3%, as compared to a gross margin of 12.4% in the prior year period. While our sales decreased 5.1% over the prior year period, our gross profit increased over the prior year period.
Current wording
Sales for the nine months ended September 30, 2024, were $64,753,246, a decrease of approximately $707,658, or 1.1%, as compared to $65,460,904 in the nine months ended September 30, 2023. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 14.7%, as compared to a gross margin of 12.4% in the prior year period. While our sales decreased 1.1% over the prior year period, our gross profit increased over the prior year period.
Previous wording
Costs of sales for the three months ended June 30, 2024 decreased to $16,760,007, as compared to $18,474,119 during the three months ended June 30, 2023. Our cost of sales, as a percentage of sales, were 83.7% and 87.6%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.
Current wording
Costs of sales for the nine months ended September 30, 2024 decreased to $55,244,862, as compared to $57,352,182 during the nine months ended September 30, 2023. Our cost of sales, as a percentage of sales, were 85.3% and 87.6%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.
Previous wording
Selling, general and administrative expenses were $15,046,311 for the six months ended June 30, 2024, as compared to $5,638,341 for the six months ended June 30, 2023, an increase of $9,407,970. The increase was from the recording of $7,513,421 of stock-based compensation expense during the six months ended June 30, 2024, and approximately $202,000 of legal and professional fees related to our recent acquisition. Both of these current year expenses did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.
Current wording
Selling, general and administrative expenses were $20,954,914 for the nine months ended September 30, 2024, as compared to $8,238,497 for the nine months ended September 30, 2023, an increase of $12,716,417. The increase was from the recording of $9,762,242 of stock-based compensation expense during the nine months ended September 30, 2024. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.
Previous wording
Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $681,474 for the six months ended June 30, 2024, as compared to $535,971 during the six months ended June 30, 2023.
Current wording
Amortization of capitalized software costs. Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $935,766 for the nine months ended September 30, 2024, as compared to $803,956 during the nine months ended September 30, 2023.
Previous wording
*Amortization of intangible assets.*Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,214,834 for the six months ended June 30, 2024, as compared to $150,000 during the six months ended June 30, 2023.
Current wording
*Amortization of intangible assets.*Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,823,751 for the nine months ended September 30, 2024, as compared to $225,000 during the nine months ended September 30, 2023.
Previous wording
For the six months ended June 30, 2024, we incurred a loss from operations of $10,425,848, as compared to a loss from operations of $793,124 for the six months ended June 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.
Current wording
For the nine months ended September 30, 2024, we incurred a loss from operations of $14,206,047, as compared to a loss from operations of $1,158,731 for the nine months ended September 30, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.
Previous wording
We had other expenses of $509,518 for the six months ended June 30, 2024, as compared to other expenses of $352,308 for the six months ended June 30, 2023. Other expenses consist of interest expenses offset by interest income.
Current wording
We had other expenses of $790,471 for the nine months ended September 30, 2024, as compared to other expenses of $543,634 for the nine months ended September 30, 2023. Other expenses consist of interest expenses offset by interest income.
Previous wording
We realized a net loss of $10,935,366 for the six months ended June 30, 2024, as compared to a net loss of $1,117,035 for the six months ended June 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above.
Current wording
We realized a net loss of $14,996,518 for the nine months ended September 30, 2024, as compared to a net loss of $1,673,617 for the nine months ended September 30, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above.
Previous wording
Set forth below is a reconciliation of net loss to Modified EBITDA for the six months ended June 30, 2024 and 2023 (unaudited):
Current wording
Set forth below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2024 and 2023 (unaudited):
Previous wording
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.
Current wording
Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when the risk and title to the product transfers to the customer upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company’s standard terms of delivery are included in its contracts of sale, the confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.
Previous wording
We have a history of reporting net losses. At June 30, 2024, we had cash of $4,663,623 available to fund our operations, including expansion plans, and to service our debt, and a working capital deficit of $1,037,619. We anticipate our cash balance will last until at least June 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
We have a history of reporting net losses. At September 30, 2024, we had cash of $3,090,980 available to fund our operations, including expansion plans, and to service our debt, and a working capital deficit of $2,182,182. We anticipate our cash balance will last until at least June 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
Cash used in operating activities for the six months ended June 30, 2024 was approximately $2,341,031 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
Current wording
Cash used in operating activities for the nine months ended September 30, 2024 was approximately $2,362,948 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
Previous wording
Cash used in operating activities for the six months ended June 30, 2023 was approximately $437,725 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities.
Current wording
Cash used in operating activities for the nine months ended September 30, 2023 was approximately $220,267 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities.
Previous wording
Cash used for investing activities for the six months ended June 30, 2024 was $449,646, which was for capital expenditures.
Current wording
Cash used for investing activities for the nine months ended September 30, 2024 was $674,646, which was for capital expenditures.
Previous wording
Cash used for investing activities for the six months ended June 30, 2023, was $450,000, which was for capital expenditures.
Current wording
Cash used for investing activities for the nine months ended September 30, 2023, was $675,000, which was for capital expenditures.
Previous wording
Cash provided by financing activities for the six months ended June 30, 2024 was $3,354,563, which was from proceeds of $2,921,500 on the private sale of common stock, borrowing on our line of credit balance of $933,063, and payment of $500,000 on our acquisition obligation.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2024 was $2,028,837, which was from proceeds of $3,054,073 on the private sale of common stock, net proceeds of $1,978,000 from a note payable to a related party, offset by repayment of our line of credit balance of $2,503,236, and payment of $500,000 on our acquisition obligation.
Previous wording
Cash used in financing activities for the six months ended June 30, 2023 was $343,742, which was from borrowing on our line of credit facility of $343,742.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2023 was $634,926, which was from borrowing on our line of credit facility.
Previous wording
On November 5, 2018, RDE completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At June 30, 2024, the principal balance of $20,000, and accrued interest of $21,637, are convertible at $1.50 per share into 27,758 shares of the Company’s common stock.
Current wording
On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At September 30, 2024, the principal balance of $20,000, and accrued interest of $22,238, are convertible at $1.50 per share into 28,258 shares of the Company’s common stock.
Previous wording
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 the December 29, 2025, 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 RDE’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2024. As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. As of June 30, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $37,500.
Current wording
On December 29, 2023, the Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $500,000 is payable on December 29, 2025, bearing simple annual interest of 5%, and $1,000,000 is to be paid upon the earlier of (a) the completion of a firm commitment underwriting the Company’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2024. As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $56,250.
Previous wording
On February 1, 2022, RDE 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”).
Current wording
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”).
Previous wording
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 June 30, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,233.
Current wording
As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,440.
Previous wording
On June 17, 2020, RDE 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.
Current wording
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.
Previous wording
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 June 30, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $19,714.
Current wording
The loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from the date of the promissory note over a period of 30 years. As of December 31, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of September 30, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $16,010.