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Possible new Giftify shares

GIFTDilution

Known so far: no new shares from the prospectus covers read · shelf room about $9.3M · not yet read: warrants, ATM.

Shelf room

  • Room today about $9.3M
  • One third of float $9.3M ($28.0M float, Jun 30, 2025)
  • Sold off it, 12 months nothing
How this is worked out

Shelf room about $9.3M on the S-3 of Oct 7, 2024: the baby-shelf rule (public float under $75M) caps sales at one third of the $28.0M public float stated as of Jun 30, 2025, $9.3M, nothing sold off it in the last 12 months. Sources: S-3/A Oct 7, 2024, effective Oct 15, 2024 · public float, as of Jun 30, 2025.

What could become new Giftify (GIFT) shares: convertible notes and options and RSUs, each with the 10-Q, 10-K, S-3 or 424B filing it comes from.

Giftify dilution ladder

Every source of new shares on record, from the filings that created it.

35.8M outstanding; up to 39.9M fully diluted, +12%

  1. Outstandingas of Oct 30, 2026 (10-Q filed Nov 3) · share count on the cover page
    35.8M
  2. Convertible notesconvert at $1.50, 32K shares10-Q Nov 3, 2026 · securities left out of diluted EPS
    +32K
  3. Options and RSUs4.1M options10-Q Nov 3, 2026 · equity note
    +4.1M

Not stated in the filings we read: an ATM program, warrants.

Counts, sizes and prices as stated in each filing; the fully diluted count is arithmetic on them. Dollars become shares only at a price a filing states. Not advice.

Financing terms to know

None found in filings since Nov 3, 2026.

Each term is quoted from the exhibit it comes from; numbers are as stated in the filing. A flag describes a financing term. It is not investment advice.

Shares outstanding

35.8M

Mar 2025 to Oct 2026: from 29.1M to 35.8M.

From the share count on the cover of each 10-Q and 10-K, dated as each cover states.