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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders’ Equity

11. Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

 

Common Stock

 

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2025 and 2024, the Company had 33,146,517 shares and 27,021,423 shares, respectively, of common stock issued and outstanding.

 

Common Stock Transactions

 

2025

 

Common Shares Issued on Vesting of Restricted Stock

 

During the year ended December 31, 2025, the Company issued 797,912 shares on vesting of restricted common stock to its employees and executives and recognized the corresponding fair value of $2,055,336.

 

Common Stock Issued for Services

 

During the year ended December 31, 2025, the Company issued 420,832 shares of common stock with a fair value of $575,713, or $1.37 per share, for service rendered.

 

Issuance of Common Stock for Settlement of Vendor Balance

 

During the year ended December 31, 2025, the Company issued 75,000 shares of common stock with a fair value of $108,750, or $1.45 per share, to settle a trade vendor balance of $75,000. The excess of the fair value of the common stock issued over the trade vendor balance was $33,750, which was recorded as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations.

 

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

 

During the year ended December 31, 2025, the Company sold 1,283,246 shares of Common Stock and received net proceeds of $1,735,406, at an average price of $1.35 per share, under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

 

 

Issuance of Common Stock on Acquisition

 

During the year ended December 31, 2025, the Company issued 350,000 shares of common stock with a fair value of $609,000, or $1.74 per share, in connection with an acquisition (see Note 2).

 

Issuance of Common Stock on Stock Purchase Agreement

 

On December 16, 2024, the Company entered into a Strata Purchase Agreement (“SPA”) and a Securities Purchase Agreement with ClearThink Capital Partners, LLC (ClearThink Capital). Under the terms of the SPA, ClearThink Capital agreed to purchase up to $10 million of Giftify’s shares of common stock based on a series of request notices, as defined, and will receive financing in an amount equal to 99% of the average of the closing prices of Giftify’s shares of common stock, as defined. No purchase of Company shares of common stock will be made by ClearThink if its beneficial ownership of Giftify common stock exceeds 9.99% of the issued and outstanding shares of Giftify common stock.

 

During the year ended December 31, 2025, the Company received net proceeds of $374,500 from ClearThink Capital, which purchased 387,194 shares of the Company’s common stock.

 

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

 

Issuance of Common Stock on Public Offering

 

On January 15, 2025, the Company entered into a Placement Agency Agreement with Craft Capital Management LLC (“Craft Capital”), as placement agent, to issue and sell 600,000 shares of the Company’s common stock at a purchase price of $1.00 per Share. The shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), which was declared effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer and sale of the shares in the Offering are described in the Company’s prospectus constituting a part of the registration statement, as supplemented by a final prospectus supplement dated January 15, 2025. On January 16, 2025, the Company closed the Offering. The Company sold 600,000 shares for total gross proceeds of $600,000. After deducting the placement agent fee and offering expenses payable by the Company, the Company received net proceeds of $478,000.

 

Issuance of Common Stock on Private Offering

 

During the year ended December 31, 2025, the Company received net proceeds of $2,431,999 from the sale of 2,210,910 shares of common stock at $1.10 per share in a private placement.

 

Common Stock Issuable

 

At December 31, 2025, 350,843 shares of common stock with an aggregate value of $350,843 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements.

 

2024

 

Issuance of Common Stock for Services

 

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

 

Issuance of Common Stock for Vendor Settlement

 

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

 

 

Sale of Common Stock on Stock Purchase Agreement

 

ClearThink Capital

 

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

 

As a condition of the right of the Company to commence sales of its Purchase Shares to ClearThink Capital under the Strata Purchase Agreement, the Company issued to ClearThink Capital under the terms of the Securities Purchase Agreement, 100,000 restricted shares of Giftify’s common stock and an effective registration statement covering the resale of the Purchase Shares. The fair value of the 100,000 restricted shares was determined to be $131,000 and was recorded as a financing cost, a component of other expenses, in the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

 

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

 

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

 

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

 

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

 

Issuance of Common Stock on Private Sales

 

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