Home / Going-concern warnings / GIFTIFY, INC.
Filed 2026-03-18 路 Form 10-K 路 Accession 0001493152-26-010887 nano
Price before filing: $0.88 (2026-03-17 close, split/dividend-adjusted)
Market cap at flag: $30.6M (2026-03-18) 路 Latest: $23.6M (2026-10-16)
| Window | GIFT | SPY | vs SPY | |
|---|---|---|---|---|
| 30 days | +40.9% | +6.2% | +34.8% | 2026-04-17 |
| 90 days | +8.5% | +12.2% | -3.6% | 2026-06-16 |
| 180 days | -20.4% | +14.0% | -34.4% | 2026-09-14 |
Return from the last close before the filing date to the first close on/after the window end. Pending windows have not fully elapsed. Past performance says nothing certain about the future.
90 days before the flag: 2 insiders sold $19K (3 sales)
30 days after: 1 insider sold $2K (2 sales)
| Date | Insider | Type | Shares | Price | Value | 10b5-1 plan | Source |
|---|---|---|---|---|---|---|---|
| 2026-01-02 | Miller Timothy William Vice President, Sales | Sale | 1,000 | $1.07 | $1K | no | Form 4 |
| 2026-02-02 | Miller Timothy William Vice President, Sales | Sale | 1,000 | $1.05 | $1K | no | Form 4 |
| 2026-02-26 | Interactive Communications International, Inc. (+2 joint filers) Former 10% Owner | Sale | 17,610 | $0.93 | $16K | no | Form 4 |
| 2026-03-18: red flag filed | |||||||
| 2026-03-18 | Miller Timothy William Vice President, Sales | Sale | 1,000 | $1.00 | $1K | yes | Form 4 |
| 2026-04-01 | Miller Timothy William Vice President, Sales | Sale | 1,000 | $1.00 | $1K | yes | Form 4 |
Open-market purchases and sales (Form 4 codes P and S) by officers, directors and 10% owners, by transaction date, from 2025-12-18 to 2026-04-17. Excludes option exercises, grants, gifts and tax withholding. Amended filings replace the originals; joint filings count once. Foreign private issuers do not file Form 4. Many insider sales are pre-scheduled (10b5-1 plans) and are not by themselves a sign of wrongdoing.
"A non-accelerated filer is not required to provide an auditor attestation of management's assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, has more time to file its periodic reports. 11 ITEM 1A. RISK FACTORS Risks Related to Our Company and Our Business There is..."
Quoted from the filing. Source
The filing states that substantial doubt exists about the company's ability to continue as a going concern: it may not have enough cash to last the next 12 months. Expect dilution, debt deals or worse. An auditor's going-concern paragraph is the strongest form of this warning.
Source: management disclosure in Form 10-K (period 2025-12-31)
Read the original filing on SEC.gov →
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