v3.25.2
Notes Payable
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Notes Payable

10. Notes Payable

 

Notes payable consist of the following at June 30, 2025 and December 31, 2024:

 

Schedule of Notes Payable 

  

June 30,

2025

   December 31,
2024		 
CardCash acquisition notes payable  $750,000   $1,500,000 
Real Word Digital Assets note payable   1,000,000    - 
GameIQ acquisition note payable   -    75,928 
Economic Injury Disaster Loans (EIDL) note payable   664,500    664,500 
Less debt discount   (8,571)   - 
Total principal balance   2,405,929    2,240,428 
Accrued interest   140,239    92,204 
Total principal and accrued interest   2,546,168    2,332,632 
Less current portion   (1,881,668)   (1,717,632)
Non-current portion  $664,500   $615,000 

 

CardCash Acquisition Notes Payable

 

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 December 29, 2024, 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 the Company’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2025. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $75,000. During the six months ended June 30, 2025, the Company made principal payments of $750,000, leaving at June 30, 2025, an aggregate principal balance outstanding of $750,000 and accrued interest payable of $93,750.

 

Real World Digital Assets Note Payable

 

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.

 

 

GameIQ Acquisition Note Payable

 

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”).

 

As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $75,928 and accrued interest payable of $1,646. During the six months ended June 30, 2025, the Company paid the Notes and accrued interest in full, and the Note was retired.

 

Economic Injury Disaster Loans (EIDL)

 

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.

 

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.