GIFTIFY, INC.
For the period ended Jun 30, 2026. Filed Aug 3, 2026.
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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.
Jun 30, 2026 · Filed Aug 3, 2026
GIFT$0.51-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001493152-26-022415
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001493152-26-035759
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 112 previous paragraphs and 149 current paragraphs.
90 unchanged; 22 reworded; 27 added; 0 removed; 0 previous and 10 current paragraphs rearranged.
Tables are not compared: 9 previous and 14 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 (27)
Current report
Results of Operations – Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Current report
Operating Metrics
Current report
Our gross billings for the six months ended June 30, 2026 and 2025 were as follows:
Current report
Financial Results
Current report
**GIFTIFY, INC. AND SUBSDIARIES
Current report
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Current report
Net Sales
Current report
Net sales for the six months ended June 30, 2026 and 2025, were $43,104,428 and $41,177,744, respectively, a decrease of 0.2%. Merchant gift card sales accounted for approximately 98% and 98% of our net sales for the six months ended June 30, 2026 and 2025, respectively.
Current report
Cost of Sales
Current report
Operating Expenses
Current report
Selling, general and administrative expenses were $11,151,909 for the six months ended June 30, 2026, as compared to $11,758,384 for the six months ended June 30, 2025, a decrease of $606,475. The decrease was due to a reduction in stock-based compensation expense of $1,513,736 during the six months ended June 30, 2026, offset by increased payroll and benefits expenses, marketing and advertising costs, and other general expenses to support our business.
Current report
Amortization of capitalized software costs.
Current report
Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $289,737 during the six months ended June 30, 2026, as compared to $323,087 during the six months ended June 30, 2025.
Current report
Amortization of intangible assets.
Current report
Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $1,128,190 during the six months ended June 30, 2026, as compared to amortization expenses of $1,100,979 during the six months ended June 30, 2025.
Current report
Loss from Operations
Current report
Other Expenses
Current report
For the six months ended June 30, 2026, we incurred interest expense, net of $224,858, as compared to interest expense, net of $351,168 for the six months ended June 30, 2025. The decrease in interest expense was due to our decreased debt balances.
Current report
Income Tax Benefit
Current report
For the six months ended June 30, 2026, we realized an income tax benefit of $254,352 as compared to an income tax benefit of $289,216 for the six months ended June 30, 2025.
Current report
Net Loss
Current report
We realized a net loss of $3,891,460 for the six months ended June 30, 2026, as compared to a net loss of $5,807,141 for the six months ended June 30, 2025. 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 report
Modified EBITDA
Current report
Investing Activities
Current report
The Company has no investing activities for the six months ended June 30, 2026.
Current report
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 report
Critical Accounting Policies and Estimates
Reworded paragraphs (22)
Previous wording
A reconciliation of our net sales (as reported) to our gross billings for the three months ended March 31, 2026 and 2025 were as follows:
Current wording
A reconciliation of our net sales (as reported) to our gross billings for the three and six months ended June 30, 2026 and 2025 were as follows:
Previous wording
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 future trends in inflation or other negative economic factors, or the associated changes in our operating costs, and how these 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.
Current wording
The Iran, 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 future trends in inflation or other negative economic factors, or the associated changes in our operating costs, and how these 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.
Previous wording
The Company has a history of reporting net losses. As of March 31, 2026, the Company had $4,181,974 in cash available to fund its operations, including expansion plans, and to service its debt, and working capital of $7,631.
Current wording
The Company has a history of reporting net losses. As of June 30, 2026, the Company had $3,924,338 in cash available to fund its operations, including expansion plans, and to service its debt, and working capital of $141,944.
Previous wording
The increase in net revenue recognized as agent increased $599,742, or 57.4%, during the three months ended March 31, 2026, as compared to the prior year period. The increase over the previous year was due to the sale of cruise-line-related gift cards, 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 $509,862, or 46.6%, during the three months ended June 30, 2026, as compared to the prior year period. The increase in net revenue recognized as agent increased $1,109,603, or 51.9%, during the six months ended June 30, 2026, as compared to the prior year period. The increase over the prior year period was from the sale of cruise-line-related gift cards, 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 25.0% during the three months ended March 31, 2026, as compared to the prior year period. A significant portion of our revenue comes from discounted merchant gift card sales, in which we collect the transaction price from the customer and remit a portion to third-party suppliers of the related goods or services. For these transactions, gross billings differ from the Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fees and commissions we retain from the sale of discounted merchant gift cards.
Current wording
Gross billings increased 26.2% during the three months ended June 30, 2026, as compared to the prior year period. A significant portion of our revenue comes from discounted merchant gift card sales, in which we collect the transaction price from the customer and remit a portion to third-party suppliers of the related goods or services. For these transactions, gross billings differ from the Net Sales reported in our Condensed Consolidated Statements of Operations, which reflect only the fees and commissions we retain from the sale of discounted merchant gift cards.
Previous wording
Net sales for the three months ended March 31, 2026 and 2025, were $21,357,404 and $22,277,013, respectively, a decrease of 4.1%. 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 March 31, 2026 and 2025, respectively.
Current wording
Net sales for the three months ended June 30, 2026 and 2025, were $21,747,024 and $20,900,731, respectively, a increase of 4.0%. The increase 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 June 30, 2026 and 2025, respectively.
Previous wording
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the three months ended March 31, 2026 and 2025 were $17,112,165 and $18,695,377, respectively. Gross profit increased $663,603, or 18.5%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 19.9% and 16.1% for the three months ended March 31, 2026 and 2025, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions) described above, compared with 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 June 30, 2026 and 2025 were $17,343,380 and $17,045,106, respectively. Gross profit increased $548,019, or 14.2%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 20.2% and 18.4% for the three months ended June 30, 2026 and 2025, respectively. Our gross margin was positively impacted by the increase in net revenue (agent transactions) described above, compared with the prior-year period.
Previous wording
Selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 were $6,173,344 and $6,043,841, respectively, an increase of $129,503. The increase was due to increased employee compensation, legal and professional fees, and other general expenses to support our business, offset by a reduction in stock-based compensation expense of $606,865.
Current wording
Selling, general, and administrative expenses for the three months ended June 30, 2026 and 2025 were $4,978,565 and $5,714,543, respectively, a decrease of $735,978. The decrease was due to a reduction in stock-based compensation expense of $908,871, offset by increased employee compensation, legal and professional fees, and other general expenses to support our business.
Previous wording
Amortization of capitalized software costs are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $161,543 and $161,543 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Amortization of capitalized software costs are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $128,194 and $161,544 for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Amortization of intangible assets are attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $577,341 and $543,917 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Amortization of intangible assets are attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $550,849 and $557,062 for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
We incurred a loss from operations of $2,666,989 and $3,137,66 for the three months ended March 31, 2026 and 2025, respectively. 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
We incurred a loss from operations of $1,253,964 and $2,577,524 for the three months ended June 30, 2026 and 2025, respectively. 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
Other expenses, net was $112,321 and $209,571 for the three months ended March 31, 2026 and 2025, respectively, and is comprised of interest expense, net of interest income. The decrease in interest expense, net was due to our decreased debt balances.
Current wording
Other expenses, net was $112,538 and $141,597 for the three months ended June 30, 2026 and 2025, respectively, and is comprised of interest expense, net of interest income. The decrease in interest expense, net was due to our decreased debt balances.
Previous wording
Income tax benefit for the three months ended March 31, 2026 and 2025 was $128,902 and $159,904, respectively.
Current wording
Income tax benefit for the three months ended June 30, 2026 and 2025 was $125,450 and $129,312, respectively.
Previous wording
Net loss for the three months ended March 31, 2026 and 2025 was $2,650,408 and $3,217,332, respectively. The decrease in net loss was driven by higher gross profit, lower stock-based compensation expense, and lower interest expense, as discussed above.
Current wording
Net loss for the three months ended June 30, 2026 and 2025 was $1,241,052 and $2,589,809, respectively. The decrease in net loss was driven by higher gross profit, lower stock-based compensation expense, and lower interest expense, as discussed above.
Previous wording
As reflected in the accompanying financial statements, for the three months ended March 31, 2026, the Company recorded a net loss of $2,650,408 and used cash in operations of $36,697. Cash used in operations was primarily for working capital.
Current wording
As reflected in the accompanying financial statements, for the six months ended June 30, 2026, the Company recorded a net loss of $3,891,460 and used cash in operations of $310,447. Cash used in operations was primarily for working capital.
Previous wording
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 $4,181,974 cash generated from operations to last until March 31, 2027.
Current wording
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 $3,924,338 cash generated from operations to last until June 30, 2027.
Previous wording
Cash used in operating activities for the three months ended March 31, 2026 was $36,697 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 six months ended June 30, 2026 was $310,447 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 three months ended March 31, 2025 was approximately $692,608 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 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.
Previous wording
Cash provided by financing activities for the three months ended March 31, 2026 was $563,727, which was from aggregate proceeds of $625,593 on the sale of common stock, offset by repayment of our line of credit balance of $58,688, and repayment of our notes payable of $3,178.
Current wording
Cash provided by financing activities for the six months ended June 30, 2026 was $579,841, which was from aggregate proceeds of $750,593 on the sale of common stock, offset by repayment of our line of credit balance of $163,764, and repayment of our notes payable of $6,988.
Previous wording
Cash used in financing activities for the three months ended March 31, 2025 was $4,138, which was from proceeds of $1,883,613 on the sale of common stock, proceeds from notes payable of $985,000, offset by repayment of our line of credit of $122,751, and repayment of our notes payable of $2,750,000.
Current 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.
Previous wording
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 2025 and 2024. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.
Current wording
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 the six months ended June 30, 2026. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.
Previous wording
We have a history of reporting net losses. At March 31, 2026, we had cash of $4,181,974 available to fund our operations, including expansion plans, and to service our debt, and a working capital of $7,631. We anticipate our cash balance will last until March 2027. 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, 2025. The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2025 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 June 30, 2026, we had cash of $3,924,338 available to fund our operations, including expansion plans, and to service our debt, and a working capital of $141,944. We anticipate our cash balance will last until June 2027. 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, 2025. The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2025 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.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Gross billings increased 25.6% during the six months ended June 30, 2026, 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 report — wording carried from elsewhere
The following is a discussion of our results of operations.
Current report — wording carried from elsewhere
Cost of sales consists primarily of the cost to purchase merchant gift cards. Cost of sales for the six months ended June 30, 2026 and 2025, were $34,455,545 and $35,740,483, respectively. Gross profit increased $1,211,622, or 16.3%, as compared to the prior year period. Our gross margin, as a percentage of net sales, were 20.1% and 17.2%, for the six months ended June 30, 2026 and 2025, 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 report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, we incurred a loss from operations of $3,920,953, as compared to a loss from operations of $5,745,189 for the six months ended June 30, 2025. 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 report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Set forth below is a reconciliation of net loss to Modified EBITDA for the six months ended June 30, 2026 and 2025 (unaudited):
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
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.