GIFTIFY, INC.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Nov 10, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023338
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021421
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 154 previous paragraphs and 149 current paragraphs.
106 unchanged; 32 reworded; 11 added; 16 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 previous and 15 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 (11)
Current report
A reconciliation of our net sales (as reported) to our gross billings for the three and nine months ended September 30, 2025 and 2024 were as follows:
Current report
Other Expenses, Net
Current report
Our gross billings for the nine months ended September 30, 2025 and 2024 were as follows:
Current report
**GIFTIFY, INC. AND SUBSIDIARIES
Current report
Other Expenses, Net
Current report
As reflected in the accompanying financial statements, for the nine months ended September 30, 2025, the Company recorded a net loss of $8,244,603 and used cash in operations of $496,067. Cash used in operations was primarily for working capital. As of September 30, 2025, we had a cash balance of $4,021,227. We have an aggregate note payables principal balance of $1,750,000 due in December 2025, for which we are evaluating repayment through a combination of a private issuance of common stock, selling shares in the open market utilizing our At-the-Market (ATM) facility, and using a portion of our existing cash balance.
Current report
Historically, we have financed our operations through existing cash balances, public and private issuance of common stock, term loans and credit lines from financial institutions.
Current report
As of the issuance date of the financial statements included in this Quarterly Report on Form 10-Q, management expects that the Company’s existing cash of $4,021,227 cash generated from operations to last until March 31, 2026.
Current report
To alleviate any funding considerations, management periodically evaluates various funding alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, strategic transactions, or through obtaining credit from financial institutions. As we seek additional sources of financing, there can be no assurance that such financing will be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.
Current report
We are also continuing to take actions to improve the Company’s operating performance and cash generated from operations, including product optimization, implementing strategies to increase sales, streamlining operations, negotiating equitable vendor contracts, and managing product price. However, we may be unsuccessful in executing these actions in a timely manner or at all.
Current report
If the Company is unable to raise additional capital whenever necessary or otherwise improve its operating performance or generation of cash from operations, it may be forced to decelerate or curtail certain of its operations until such time as additional capital becomes available.
Removed paragraphs (16)
Previous report
Our gross billings for the three and six months ended June 30, 2025 and 2024 were as follows:
Previous report
Management believes that presenting gross proceeds collected from customers and amounts paid to principals provides useful information to investors about the scale of the Company’s operations in these agency arrangements.
Previous report
Other Expenses
Previous report
Our gross billings for the six months ended June 30, 2025 and 2024 were as follows:
Previous report
**GIFTIFY, INC. AND SUBSDIARIES
Previous report
Other Expenses
Previous report
Secured Revolving Line of Credit
Previous report
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 June 30, 2025 and December 31, 2024, the average interest rate was 12% and 12%, respectively. As of June 30, 2025, the Company complied with customary debt covenants. At June 30, 2025, the line of credit requires a deposit of $1,000,000, which is included as restricted cash in cash and cash equivalents.
Previous report
Convertible Promissory Notes
Previous report
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. At June 30, 2025, the principal balance of $20,000, and accrued interest of $24,637, are convertible at $1.50 per share into 29,758 shares of the Company’s common stock.
Previous report
Notes Payable
Previous report
Real World Digital Assets
Previous report
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 has an origination fee and expenses of $15,000, which were recorded as a debt discount and are 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 Giftify under the terms of a security agreement and is subordinated only to the line of credit owed by the 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). As of June 30, 2025, the notes payable had a principal balance outstanding of $1,000,000, a debt discount balance of $8,571, and accrued interest payable of $41,589.
Previous report
Economic Injury Disaster Loans (EIDL)
Previous report
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 report
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, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558. As of June 30, 2025, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $4,899.
Reworded paragraphs (32)
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
The Company has a history of reporting net losses. At June 30, 2025, the Company had cash of $3,257,427 available to fund its operations, including expansion plans, and to service its debt, and a negative working capital of $1,710,474.
Current wording
The Company has a history of reporting net losses. At September 30, 2025, the Company had cash of $4,021,227 available to fund its operations, including expansion plans, and to service its debt, and a negative working capital of $1,537,994.
Previous wording
The increase in net revenue recognized as agent increased $462,637, or 73%, during the three months ended June 30, 2025, as compared to the prior year period. For the six months ended June 30, 2025, net revenue recognized as agent increased $942,996, or 79%, as compared to the prior year period. The increase over the previous year was due to the sale of gift cards related to cruise line operators, fluctuations in the types of gift cards sold, and changes in the number of customer orders in which the Company acted as an agent.
Current wording
The increase in net revenue recognized as agent increased $873,157, or 191%, during the three months ended September 30, 2025, as compared to the prior year period. For the nine months ended September 30, 2025, net revenue recognized as agent increased $1,816,153, or 110%, as compared to the prior year period. The increase over the previous year was due to the sale of gift cards related to cruise line operators, fluctuations in the types of gift cards sold, and changes in the number of customer orders in which the Company acted as an agent.
Previous wording
Gross billings increased 23.2% during the three months ended June 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who will provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant’s share of the transaction price
Current wording
Gross billings increased 28.8% during the three months ended September 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fee and commission we retain from the sale of discounted merchant gift cards.
Previous wording
Net sales for the three months ended June 30, 2025 and 2024, were $20,900,731 and $20,020,502, respectively, an increase of 4.4%. Merchant gift card sales accounted for approximately 98% and 98% of our net sales for the three months ended June 30, 2025 and 2024, respectively.
Current wording
Net sales for the three months ended September 30, 2025 and 2024, were $18,783,908 and $23,210,850, respectively, a decrease of 19.1%. The decrease in net sales was due to the change in the mix of agent versus principal transactions as discussed above. Merchant gift card sales accounted for approximately 97% and 98% of our net sales for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the three months ended June 30, 2025 and 2024, were $17,045,106 and $16,760,007, respectively. Gross profit increased $595,130, or 18.3%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 18.4% and 16.3%, for the three months ended June 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.
Current wording
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the three months ended September 30, 2025 and 2024, were $15,036,367 and $20,220,237, respectively. Gross profit increased $756,928, or 25.3%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 20.0% and 12.9%, for the three months ended September 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.
Previous wording
Selling, general and administrative expenses were $5,714,543 for the three months ended June 30, 2025, as compared to $9,832,270 for the three months ended June 30, 2024, a decrease of $4,117,724. The decrease was due to a decrease in stock-based compensation expense of $4,606,671 during the three months ended June 30, 2025, offset by increased payroll and benefit expenses, marketing and advertising costs, as well as other general expenses to support our business and operations.
Current wording
Selling, general and administrative expenses were $5,489,115 for the three months ended September 30, 2025, as compared to $5,908,603 for the three months ended September 30, 2024, a decrease of $419,488. The decrease was due to a decrease in stock-based compensation expense of $775,756 during the three months ended September 30, 2025, offset by increased payroll and benefit expenses, marketing and advertising costs, as well as other general expenses to support our business and operations.
Previous wording
Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $161,544 during the three months ended June 30, 2025, as compared to $302,737 during the three months ended June 30, 2025.
Current wording
Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $160,745 during the three months ended September 30, 2025, as compared to $254,292 during the three months ended September 30, 2025.
Previous wording
Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $557,062 during the three months ended June 30, 2025, as compared to amortization expenses of $607,917 during the three months ended June 30, 2024.
Current wording
Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $585,349 during the three months ended September 30, 2025, as compared to amortization expenses of $607,917 during the three months ended September 30, 2024.
Previous wording
For the three months ended June 30, 2025, we incurred a loss from operations of $2,577,524, as compared to a loss from operations of $7,482,429 for the three months ended June 30, 2024. The decrease in loss from operations was due to our increased gross profit being offset by decreased stock-based compensation expense as discussed above.
Current wording
For the three months ended September 30, 2025, we incurred a loss from operations of $2,487,668, as compared to a loss from operations of $3,780,199 for the three months ended September 30, 2024. The decrease in loss from operations was due to our increased gross profit being offset by decreased stock-based compensation expense as discussed above.
Previous wording
For the three months ended June 30, 2025, we incurred interest expense, net of $141,597, as compared to interest expense, net of $261,917 for the three months ended June 30, 2024. The decrease in interest expense was due to our decreased debt balances.
Current wording
For the three months ended September 30, 2025, we incurred interest expense, net of $133,194, as compared to interest expense, net of $280,953 for the three months ended September 30, 2024. The decrease in interest expense was due to our decreased debt balances. We also recorded additional income of $38,540 for the three months ended September 30, 2025, which did not occur in the prior year period.
Previous wording
For the three months ended June 30, 2025, we realized an income tax benefit of $129,312 as compared to an income tax benefit of $0 for the three months ended June 30, 2024.
Current wording
For the three months ended September 30, 2025, we realized an income tax benefit of $144,860 as compared to an income tax benefit of $0 for the three months ended September 30, 2024.
Previous wording
We realized a net loss of $2,589,809 for the three months ended June 30, 2025, as compared to a net loss of $7,744,646 for the three months ended June 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, and an income tax benefit, as discussed above.
Current wording
We realized a net loss of $2,437,462 for the three months ended September 30, 2025, as compared to a net loss of $4,061,152 for the three months ended September 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, and an income tax benefit, as discussed above.
Previous wording
Results of Operations – Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024
Current wording
Results of Operations – Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
Previous wording
Gross billings increased 23.2% during the six months ended June 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant’s share of the transaction price.
Current wording
Gross billings increased 23.8% during the nine months ended September 30, 2025, as compared to the prior year period. A significant portion of our revenue transactions are comprised of sales of discounted merchant gift cards in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party suppliers who provide the related goods or services. For these transactions, gross billings differ from Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fee and commission we retain from the sale of discounted merchant gift cards.
Previous wording
Net sales for the six months ended June 30, 2025 and 2024, were $43,177,744 and $41,542,502, respectively, an increase of 3.9%. Merchant gift card sales accounted for approximately 98% and 98% of our net sales for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Net sales for the nine months ended September 30, 2025 and 2024, were $61,961,652 and $64,753,246, respectively, a decrease of 4.3%. The decrease in net sales was due to the change in the mix of agent versus principal transactions as discussed above. Merchant gift card sales accounted for approximately 98% and 98% of our net sales for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the six months ended June 30, 2025 and 2024, were $35,740,483 and $35,024,625, respectively. Gross profit increased $919,490, or 14.1%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 17.2% and 15.7%, for the six months ended June 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.
Current wording
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the nine months ended September 30, 2025 and 2024, were $50,776,850 and $55,244,862, respectively. Gross profit increased $1,676,418, or 17.6%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 18.1% and 14.7%, for the nine months ended September 30, 2025 and 2024, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions), as described above, as compared to the prior year period.
Previous wording
Selling, general and administrative expenses were $11,758,384 for the six months ended June 30, 2025, as compared to $15,046,311 for the six months ended June 30, 2024, a decrease of $3,287,927. The decrease was due to a reduction in stock-based compensation expense of $4,103,413 during the six months ended June 30, 2025, offset by increased payroll and benefits expenses, marketing and advertising costs, and other general expenses to support our business.
Current wording
Selling, general and administrative expenses were $17,247,499 for the nine months ended September 30, 2025, as compared to $20,954,914 for the nine months ended September 30, 2024, a decrease of $3,707,415. The decrease was due to a reduction in stock-based compensation expense of $4,879,170 during the nine months ended September 30, 2025, offset by increased payroll and benefits expenses, marketing and advertising costs, and other general expenses to support our business.
Previous wording
Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $323,087 during the six months ended June 30, 2025, as compared to $681,474 during the six months ended June 30, 2024.
Current wording
Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $483,832 during the nine months ended September 30, 2025, as compared to $935,766 during the nine months ended September 30, 2024.
Previous wording
Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,100,979 during the six months ended June 30, 2025, as compared to amortization expenses of $1,215,834 during the six months ended June 30, 2025.
Current wording
Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,686,328 during the nine months ended September 30, 2025, as compared to amortization expenses of $1,823,751 during the nine months ended September 30, 2025.
Previous wording
For the six months ended June 30, 2025, we incurred a loss from operations of $5,745,189, as compared to a loss from operations of $10,425,848 for the six months ended June 30, 2024. The decrease in loss from operations was due to our increased gross profit offset by decreased stock-based compensation expense as discussed above.
Current wording
For the nine months ended September 30, 2025, we incurred a loss from operations of $8,232,857, as compared to a loss from operations of $14,206,047 for the nine months ended September 30, 2024. The decrease in loss from operations was due to our increased gross profit offset by decreased stock-based compensation expense as discussed above.
Previous wording
For the six months ended June 30, 2025, we incurred interest expense, net of $351,168, as compared to interest expense, net of $509,518 for the six months ended June 30, 2024. The decrease in interest expense was due to our decreased debt balances.
Current wording
For the nine months ended September 30, 2025, we incurred interest expense, net of $484,362, as compared to interest expense, net of $790,471 for the nine months ended September 30, 2024. The decrease in interest expense was due to our decreased debt balances. We also recorded additional income of $38,540 for the nine months ended September 30, 2025, which did not occur the prior year period.
Previous wording
For the six months ended June 30, 2025, we realized an income tax benefit of $286,216 as compared to an income tax benefit of $0 for the six months ended June 30, 2024.
Current wording
For the nine months ended September 30, 2025, we realized an income tax benefit of $434,076 as compared to an income tax benefit of $0 for the nine months ended September 30, 2024.
Previous wording
We realized a net loss of $5,807,141 for the six months ended June 30, 2025, as compared to a net loss of $10,935,366 for the six months ended June 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, an income tax benefit, as discussed above.
Current wording
We realized a net loss of $8,244,603 for the nine months ended September 30, 2025, as compared to a net loss of $14,996,518 for the nine months ended September 30, 2024. The decrease in net loss was due to our increased gross profit, decreased stock-based compensation expense, decreased interest expense, and an income tax benefit, as discussed above.
Previous wording
Set forth below is a reconciliation of net loss to Modified EBITDA for the six months ended June 30, 2025 and 2024 (unaudited):
Current wording
Set forth below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2025 and 2024 (unaudited):
Previous wording
Cash provided by operating activities for the six months ended June 30, 2025 was $289,951 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
Current wording
Cash used in operating activities for the nine months ended September 30, 2025 was $496,067 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, the fair value of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.
Previous wording
Cash used in operating activities for the six months ended June 30, 2024 was approximately $3,074,200 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 $2,858,368 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 provided by investing activities for the six months ended June 30, 2025 was $109,543, which was from cash received on an acquisition.
Current wording
Cash provided by investing activities for the nine months ended September 30, 2025 was $109,543, which was from cash received on an acquisition.
Previous wording
Cash used for investing activities for the six months ended June 30, 2024 was $449,646, which was for capital expenditures for software development costs.
Current wording
Cash used in investing activities for the nine months ended September 30, 2024 was $674,646, which was for capital expenditures for software development costs.
Previous wording
Cash used in financing activities for the six months ended June 30, 2025 was $1,443,909, which was from proceeds of $2,486,202 on the sale of common stock, net proceeds of $985,000 from a note payable, offset by repayment of our line of credit balance of $2,089,183, and repayment of our notes payable of $2,825,928.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2025 was $105,909, which was from proceeds of $3,058,577 on the sale of common stock, net proceeds of $985,000 from a note payable, offset by repayment of our line of credit balance of $1,111,345, and repayment of our notes payable of $2,826,323.
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 sale of common stock, proceeds from our line of credit balance of $933,063, offset by the 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 sale of common stock, proceeds from notes payable of $1,978,000, offset by repayment of our line of credit of $2,503,236, and payment of $500,000 on our acquisition obligation.
Previous wording
We have a history of reporting net losses. At June 30, 2025, we had cash of $3,257,427 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $1,710,474. We anticipate our cash balance will last until 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.
Current wording
We have a history of reporting net losses. At September 30, 2025, we had cash of $4,021,227 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $1,537,994. We anticipate our cash balance will last until March 2026. 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.