GIFTIFY, INC. Debt Disclosure

9. Notes Payable

 

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

 

Schedule of Notes Payable 

		December 31, 2025				December 31, 2024
CardCash acquisition notes payable		$	-			$	1,500,000
Real Word Digital Assets note payable			-				-
GameIQ acquisition note payable			-				75,928
Economic Injury Disaster Loans (EIDL) note payable			661,301				664,500
Total principal balance			661,301				2,240,428
Accrued interest			2,288				92,204
Total principal and accrued interest			663,589				2,332,632
Less current portion			(12,240	)			(1,717,632	)
Non-current portion		$	651,349			$	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 2). $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 year ended December 31, 2025, the Company paid the Notes and accrued interest in full, and the Notes were retired.

 

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 at 11.5%, with a maturity date of December 31, 2025. The Note has an origination fee and expenses totaling $15,000, which were recorded as a debt discount and are being amortized over the term of the Note. The Note may be prepaid without penalty. The note is secured by a blanket lien on Giftify’s assets under a security agreement and is subordinated only to Pathward’s line of credit (see Note 6). Proceeds from the note were used to pay the remaining balance owed on the secured promissory note with Spars Capital (See Note 8). During the year ended December 31, 2025, the Company paid the Note and accrued interest in full, and the Note was retired.

 

 

GameIQ Acquisition Note Payable

 

On February 1, 2022, the Company issued two notes payable in connection with 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 year ended December 31, 2025, the Company paid the Notes and accrued interest in full, and the Notes were retired.

 

Economic Injury Disaster Loans (EIDL)

 

On June 17, 2020, the Company received $150,000 in proceeds from SBA-administered disaster loans under the COVID-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 in proceeds under the loan. On July 21, 2020, the Company received $150,000 in proceeds from SBA-administered disaster loans 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 principal-and-interest repayment of $3,500 per month, beginning 12 months from the date of the promissory note, over 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 December 31, 2025, the note payable had a principal balance outstanding of $ 661,301 and accrued interest of $2,288.