GIFT

MKT CAP $23.5MP/E —DIV YIELD —FCF YIELD —REV TTM $83.1M −8.2%NET INCOME −$8.6MNET CASH —52W 0.44 – 1.26SEC XBRL · TTM TO Invalid Date

How GIFT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

46%

of sentences unchanged

Added

150

new sentences

Dropped

146

sentences removed

Length

−238

words, now 12,075

New in FY2025

We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives.
Our audited financial statements for the fiscal year ended December 31, 2025 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date, and we expect our expenses to increase in connection with our ongoing activities.
For the year ended December 31, 2025, we recorded a net loss of $10,491,658 and used cash in operating activities of $1,590,074.
At December 31, 2025, our cash and cash equivalents balance was $3,654,944.
As of December 31, 2025, the outstanding balance on our line of credit facility was $3,212,935; we had $663,589 outstanding in promissory notes and $46,137 in convertible notes payable, including interest.
As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion that there is substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K.
As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.
Our failure to increase revenue or improve gross margins will harm our business.
If CardCash is not able to maintain profitability over the next few years, our shareholders will have experienced unnecessary dilution, and our ability to achieve our business plan could be significantly delayed or threatened.
CardCash has incurred net losses since its inception.
For the years ended December 31, 2024 and 2023, CardCash had net losses of $2,052,198 and $124,546, respectively.
During the year ended December 31, 2025, Cash realized net income of $830,197.
Our business plan contemplates growth in gross and net revenues to increase our share price and facilitate accretive acquisitions of e-commerce companies.
However, CardCash’s inability to be profitable could delay or hinder our efforts to achieve our business goals.
The principal risks to CardCash maintaining future profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.
In addition, negative publicity and subscriber sentiment arising from fraudulent or deceptive conduct by our restaurants and other merchants could damage our reputation, reduce our ability to attract new customers or retain current customers, and diminish the value of our brand.
From time to time, we may also be notified of additional laws and regulations that governmental organizations or others may claim apply to our business.
If we are required to alter our business practices due to laws and regulations, our revenue could decrease, our costs could increase, and our business could otherwise be harmed.
Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards, or prepaid cards and, therefore, may be subject to, among other laws, the CARD Act and state laws governing gift cards, stored value cards, and coupons.
Many of these laws contain provisions governing the use of gift cards, gift certificates, stored-value cards, or prepaid cards, including specific disclosure requirements, prohibitions or limitations on expiration dates, and the imposition of certain fees.
In certain states, our discount certificates and Discount Dining Passes may be treated as gift cards.
Some states treat gift cards as unclaimed or abandoned property under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period (generally between one and five years) and impose certain reporting and recordkeeping obligations.
We do not remit any amounts for unredeemed discount certificates or Discount Dining Passes, based on our assessment of applicable laws.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, the Digital Millennium Copyright Act, the Electronic Signatures in Global and National Commerce Act, and the Uniform Electronic Transactions Act.
In addition, governments in one or more countries may seek to censor content on our websites and applications, or attempt to block access to our websites.
Existing privacy laws and regulations are evolving and subject to varying interpretations.
In addition, various federal, state, and foreign legislative and regulatory bodies may expand current laws or enact new laws regarding privacy matters.
For example, there have recently been Congressional hearings and increased attention to the capture and use of location-based information from smartphone and other mobile device users.
Several internet companies have incurred penalties for failing to honor the representations in their privacy policies and practices.
In addition, several states have enacted legislation requiring businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach.
If any of these events occur, our net income could be materially and adversely affected.
Our business depends on maintaining and scaling the network infrastructure required to operate our websites and applications, and any significant disruption to service could result in a loss of customers or merchants.
As our subscriber base and the volume of information shared on our websites and applications continue to grow, we will need more network capacity and computing power.
We have spent, and expect to continue to spend, substantial amounts of money on data centers, equipment, and related network infrastructure to handle traffic for our websites and applications.
The operation of these systems is expensive and complex, and could lead to operational failures.
Any disruption to these services, or any failure by these providers to handle existing or increased traffic, could significantly harm our business.
Any financial or other difficulties these providers face may adversely affect our business, and we exercise limited control over them, which increases our vulnerability to issues with the services they provide.
If we do not successfully maintain or expand our network infrastructure, or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.
The success of our services will largely depend on the development and maintenance of our internet infrastructure.
This includes maintaining a reliable network backbone with the necessary speed, data capacity, and security, as well as the timely development of complementary products to provide reliable internet access and services.

and 110 more.

Gone since FY2024

We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives, and we received a going concern qualification in our 2024 audit.
For the year ended December 31, 2024, we recorded a net loss of $18,832,080 and used cash in operating activities of $2,551,870.
At December 31, 2024, our cash and cash equivalents balance was $3,574,876.
At December 31, 2024, the outstanding balance on our line of credit facility was $3,805,080, we had $4,392,906 outstanding in promissory notes, and $43,137 of convertible notes payable, including interest.
Our independent registered public accounting firm, in their report to our December 31, 2024, financial statements, expressed substantial doubt about our ability to continue as a going concern due to our recurring losses from operations.
Our failure to increase our revenues or improve our gross margins will harm our business.
If CardCash is not able to achieve profitability within the next few years, our shareholders will have experienced unnecessary dilution, and our ability to achieve our business plan could be significantly delayed or threatened.
CardCash has had a history of net operating losses since its inception.
For the years ended December 31, 2023 and 2022, CardCash had operating losses of $3,080,406 and $5,600,348, respectively.
Our business plan contemplates our growth in gross and net revenues to increase our share price and to facilitate accretive acquisitions of ecommerce companies so the inability of CardCash to be profitable could delay or thwart our efforts to achieve our business goals.
The principal risks to CardCash achieving profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below, (iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company, (x) the potential loss of key executives as set forth below, and (xi) future pandemics.
In addition, negative publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our restaurants and other merchants could damage our reputation, reduce our ability to attract new customers or retain our current customers, and diminish the value of our brand.
From time to time, we also may be notified of additional laws and regulations which governmental organizations or others may claim should be applicable to our business.
If we are required to alter our business practices as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed.
Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons.
Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.
In certain states, our discount certificates and Discount Dining Passes may be considered a gift card.
Some of these states include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations.
We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based on our assessment of applicable laws.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, Digital Millennium Copyright Act, the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.
In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and applications or may even attempt to completely block access to our websites.
The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations.
In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters.
For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices.
Several internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices.
In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach.
If any of these events occurs, our net income could be materially and adversely affected.
Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites and applications, and any significant disruption in service on our websites or applications could result in a loss of customers or merchants.
As our subscriber base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network capacity and computing power.
We have spent and expect to continue to spend substantial amounts of money on data centers and equipment and related network infrastructure to handle the traffic on our websites and applications.
The operation of these systems is expensive and complex and could result in operational failures.
Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business.
Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.
The success of our services will depend largely on the development and maintenance of the internet infrastructure.
This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable internet access and services.
The internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic.
In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance of the internet.
The internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future.
These outages and delays could reduce the level of internet usage generally as well as the level of usage of our services, which could adversely impact our business.

and 106 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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