Stockholders’ Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | 9. Stockholders’ Equity
Common Stock Transactions
Nine Months Ended September 30, 2026
Issuance of Common Stock on At-the-Market Issuance Sales Agreement
During the nine months ended September 30, 2026, the Company sold shares of Common Stock and received net proceeds of $30,593, or an average of $ per share, under its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.
Issuance of Common Stock on Private Offering
During the nine months ended September 30, 2026, the Company received net proceeds of $1,392,999 from the sale of shares of common stock at an average price of $ per share in a private placement.
Common Shares Issued on Vesting of Restricted Stock
During the nine months ended September 30, 2026, the Company issued shares on vesting of restricted common stock to its directors and executives.
Common Stock Issued for Services
During the nine months ended September 30, 2026, the Company issued shares of common stock with a fair value of $476,037, or $ per share, for services rendered.
Common Stock Issuable
At September 30, 2026, 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, 2025
Common Shares Issued on Vesting of Restricted Stock
During the nine months ended September 30, 2025, the Company issued shares on vesting of restricted common stock to its directors and executives.
Common Stock Issued for Services
During the nine months ended September 30, 2025, the Company issued shares of common stock with a fair value of $479,754, or $ per share, for services rendered.
Issuance of Common Stock for Settlement of Vendor Balance
During the nine months ended September 30, 2025, the Company issued shares of common stock with a fair value of $108,750, or $ 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 shares of Common Stock and received proceeds, net of expenses, of $1,444,078, or an average of $ 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 shares of common stock with a fair value of $609,000, or $ per share, for an acquisition (see Note 11).
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 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 shares of the Company’s common stock at a purchase price of $ 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 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 shares of common stock at $ per share, as part of a private placement.
Common Stock Issuable
At September 30, 2025, 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.
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