11. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2025 and December 31, 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 September 30, 2025 and December 31, 2024, the Company had 30,710,580 shares and 27,021,423 shares, respectively, of common stock issued and outstanding.

Common Stock Transactions

Nine Months Ended September 30, 2025

Common Shares Issued on Vesting of Restricted Stock

During the nine months ended September 30, 2025, the Company issued 412,497 shares on vesting of restricted common stock to its employees and executives.

Common Stock Issued for Services

During the nine months ended September 30, 2025, the Company issued 333,332 shares of common stock with a fair value of $479,754, or $1.44 per share, for service rendered.

Issuance of Common Stock for Settlement of Vendor Balance

During the nine months ended September 30, 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 condensed consolidated statements of operations.

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

During the nine months ended September 30, 2025, the Company sold 1,023,133 shares of Common Stock and received proceeds, net of expenses, of $1,444,078, or an average of $1.41 per share, utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

Issuance of Common Stock on Acquisition

During the nine months ended September 30, 2025, the Company issued 350,000 shares of common stock with a fair value of $609,000, or $1.74 per share, for an acquisition (see Note 3).

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 nine months ended September 30, 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 effective 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), that was declared effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer and sale of the shares in the Offering are described in the Company’s prospectus constituting a part of the registration statement, as supplemented by a final prospectus supplement dated January 15, 2025. On January 16, 2025, the Company closed the Offering. The Company sold 600,000 shares for total gross proceeds of $600,000. After deducting the placement agent fee and offering expenses payable by the Company, the Company received net proceeds of $478,000.

Issuance of Common Stock on Private Offering

During the nine months ended September 30, 2025, the Company received net proceeds of $762,000 from the sale of 508,001 shares of common stock at $1.50 per share, as part of a private placement.

Common Stock Issuable

At September 30, 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.

Nine Months Ended September 30, 2024

Common Shares Issued on Vesting of Restricted Stock

During the nine months ended September 30, 2024, the Company issued 241,666 shares on vesting of restricted common stock to its employees and executive.

Issuance of Common Stock for Services

During the nine months ended September 30, 2024, the Company issued 50,000 shares of common stock with a fair value of $217,500, or $4.35 per share, to a consultant for services rendered.

Issuance of Private Placement of Common Stock

During the nine months ended September 30, 2024, the Company received net proceeds of $2,921,500 from the sale of 1,467,000 shares of common stock at $2.00 per share, as part of a private placement.

Common Stock Issuable

At December 31, 2023, 383,343 shares of common stock with an aggregate value of $383,000 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the nine months ended September 30, 2024, the Company issued 32,500 shares of common stock, leaving 350,843 shares of common stock issuable in the accompanying consolidated financial statements at September 30, 2024.