Form 8-K

8-K — PSQ Holdings, Inc.

Accession: 0001104659-26-123566

Filed: 2026-11-06

Period: 2026-11-06

CIK: 0001847064

SIC: 7310 (SERVICES-ADVERTISING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2629135d2_8k.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 6, 2026

PSQ

Holdings, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40457

86-2062844

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

515 W Aspen Street, Suite 200C

Bozeman, Montana 59715

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (754) 264-8701

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Class A

common stock, par value $0.0001 per share

PSQH

New

York Stock Exchange

Redeemable warrants, each whole warrant exercisable for 1/15 of one

share of Class A common stock at an exercise price of $172.50 per share

PSQH.WS

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2026, PSQ Holdings, Inc. (the “Company”)

issued a press release announcing its financial and operating results for the quarter ended September 30, 2026. A copy of the press release

is furnished herewith as Exhibit 99.1.

The information in Item 2.02 of this Current Report

on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On November 6, 2026, the Company issued the press

release described above in Item 2.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 and incorporated

into this Item 7.01 by reference.

The information in this Current Report on Form

8-K under Item 7.01 is being “furnished” and not “filed” with the Securities and Exchange Commission (the “SEC”)

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information

shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically identified

as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated November 6, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PSQ Holdings, Inc.

Date: November 6, 2026

By:

/s/ James M. Giudice

Name:

James M. Giudice

Title:

Chief Legal Officer and General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2629135d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

PSQ Holdings

Announces Third Quarter 2026 Financial Results and Reaffirms $32 Million Full-Year Revenue Outlook

· Third

Quarter Revenue Grows 67% to $7.3 million; Year-to-Date Revenue More Than Doubles to $22.6

million

· GAAP

Operating Loss Improves 66% to $3.3 million; Non-GAAP Operating Income of $0.3 million

· Third

Quarter Revenue Per Headcount Improves 243%; Year-to-Date improves 328%

· Completes

Sale of EveryLife, Concluding Exit from Consumer Brands

· Material

Weakness Remediated

BOZEMAN, MT, November 6, 2026 — PSQ Holdings, Inc.

(NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the third

quarter 2026. With the sale of EveryLife completed, the Company has concluded its exit from consumer brands and now operates exclusively

in payments and financial infrastructure.

“In July, I said the results are the argument and asked

you to hold us to our numbers. The third quarter adds to that record,” said Dusty Wunderlich, Chairman and Chief Executive Officer

of PSQ Holdings. “Revenue grew 67%, operating expenses fell by half, and we delivered our second consecutive quarter of positive

non-GAAP operating income. Our operating loss and the cash we use in operations have improved every quarter this year, and cash used

in operations fell to $1.7 million from $6.1 million a year ago. With EveryLife sold, our exit from consumer brands is complete, and

every part of this company now moves money. We are reaffirming $32 million in revenue and positive non-GAAP operating income for 2026,

and we continue to work toward positive monthly operating cash flow in 2027. We add nothing back until it earns its way in.”

THIRD QUARTER 2026 HIGHLIGHTS

· Net

revenue from continuing operations, which includes the financial technology (“fintech”)

segment, for the three months ended September 30, 2026 was $7.3 million compared to

$4.4 million for the three months ended September 30, 2025, a 67% increase compared

to the prior year period.

· Operating

expense (defined as general and administrative, sales and marketing, and research and development

expense) for the three months ended September 30, 2026 decreased $5.4 million or a decrease

of 50% compared to the prior year period.

· Operating

loss for the three months ended September 30, 2026 was $3.3 million, an improvement

of $6.4 million or 66% compared to $9.7 million for the three months ended September 30,

2025.

· Net

cash used in operating activities for the three months ended September 30, 2026 was

$1.7 million, an improvement of $4.4 million or 72% compared to $6.1 million for the three

months ended September 30, 2025.

· Loss

from discontinued operations, net of tax for the three months ended September 30, 2026

was $0.1 million compared to $1.9 million for the same period in 2025.

· Net

loss for the three months ended September 30, 2026 was $4.1 million, an improvement

of $7.9 million, or 66%, compared to a net loss of $12.0 million for the three months ended

September 30, 2025.

· Loss

per share for the three months ended September 30, 2026 improved to $1.00 compared to

$3.90 for the three months ended September 30, 2025, a 74% improvement.

· Revenue

per headcount for the three months ended September 30, 2026 was $209,800 compared to

$61,179 for the three months ended September 30, 2025, an improvement of 243%. Revenue

per headcount is calculated as total revenue divided by full-time equivalent employees as

of the last day of the period.

· Non-GAAP

operating income (a non-GAAP measure) for the three months ended September 30, 2026

was $0.3 million compared to non-GAAP operating loss of $2.2 million in the prior year period,

an improvement of $2.5 million or 115%.

YEAR TO DATE 2026 HIGHLIGHTS

· Net

revenue from continuing operations, which includes the financial technology (“fintech”)

segment, for the nine months ended September 30, 2026 was $22.6 million compared to

$10.9 million for the nine months ended September 30, 2025, a 108% increase compared

to the prior year period.

· Operating

expense (defined as general and administrative, sales and marketing, and research and development

expense) for the nine months ended September 30, 2026 decreased $6.4 million or a decrease

of 23% compared to the prior year period.

· Operating

loss for the nine months ended September 30, 2026 was $14.3 million, an improvement

of $10.0 million or 41% compared to $24.2 million for the nine months ended September 30,

2025.

· Net

cash used in operating activities for the nine months ended September 30, 2026 was $8.2

million, an improvement of $9.2 million or 53% compared to $17.4 million for the nine months

ended September 30, 2025.

· Loss

from discontinued operations, net of tax for the nine months ended September 30, 2026

was $0.5 million compared to $7.2 million for the same period in 2025.

· Net

loss for the nine months ended September 30, 2026 was $16.2 million, an improvement

of $8.6 million, or 35%, compared to a net loss of $24.8 million for the nine months ended

September 30, 2025.

· Loss

per share for the nine months ended September 30, 2026 decreased to $4.29 compared to

$8.31 for the same period in 2025, a 48% improvement.

· Revenue

from continued operations per headcount for the nine months ended September 30, 2026

was $646,684 compared to $151,216 for the nine months ended September 30, 2025, an improvement

of 328%.

· Non-GAAP

operating loss (a non-GAAP measure) for the nine months ended September 30, 2026 was

$0.1 million compared to a non-GAAP operating loss of $7.8 million loss in the prior year

period, an improvement of $7.7 million or 98%.

The definitions and reconciliations of non-GAAP operating income

(loss) to GAAP operating loss are provided under the heading “Non-GAAP Financial Measures” at the end of this release.

MATERIAL WEAKNESS REMEDIATED

As previously disclosed, the Company reported a material weakness

in its internal control over financial reporting, first identified as of September 30, 2023, related to presentation on the statements

of cash flows. To remediate the material weakness, management expanded and enhanced its review process for complex transactions and added

accounting professionals with the requisite experience. Following testing of the design and operating effectiveness of these controls,

management concluded that the material weakness had been remediated as of September 30, 2026.

2026 OUTLOOK

The Company reaffirms its outlook for full-year 2026 net revenue from

continuing operations of

$32 million and positive non-GAAP operating income for the full year.

Through the first nine months of 2026, the Company generated net revenue from continuing operations of $22.6 million and a non-GAAP operating

loss of $0.1 million, including positive non-GAAP operating income in both the second and third quarters.

The Company expects fourth-quarter 2026 revenue to benefit from seasonal

demand, as hunting season and the holiday period typically increase consumer financing and payment volume across its core firearms and

outdoor merchant verticals. The Company also anticipates fourth-quarter contributions from loan payment processing through its relationships

with LendSuite, Dealer Cash and Roja, each announced during the third quarter, and expects these relationships to continue to build into

2027.

COMPLETION OF BRANDS SEGMENT DIVESTITURE

On November 5, 2026, the Company completed the sale of EveryLife,

its direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC (“Buyer”), for gross proceeds of $5.5 million,

including $1.0 million in cash and a $4.5 million seller note by Buyer, before transaction fees and customary adjustments. Please refer

to our Current Report on Form 8-K filed on November 5, 2026 for more information.

The Company has reported EveryLife as discontinued operations since

the third quarter of 2025, reflecting the Company's previously stated intention to divest non-core assets as it concentrates on its core

payments and financial infrastructure businesses.

FINANCIAL REVIEW

Balance Sheet & Liquidity

· As

of September 30, 2026, the Company had $6.8 million of restricted cash and cash and

cash equivalents, which included $1.2 million related to discontinued operations.

· The

Company had an outstanding principal balance of $6.8 million on its $10.0 million revolving

line of credit as of September 30, 2026. The Company draws on this credit line to fund

new consumer loan and lease originations, and repays it as those loans are collected or sold

to third parties.

Discontinued Operations

· Net

revenues from discontinued operations, which includes the Brands and Marketplace business

segments, for the quarter ended September 30, 2026 were $3.8 million compared to $3.9

million for the quarter ended September 30, 2025. Marketplace operations were completely

discontinued as of June 30, 2026.

· Net

revenues from discontinued operations for the nine months ended September 30, 2026 were

$11.3 million compared to $11.3 million for the nine months ended September 30, 2025.

Note: Beginning with the third quarter 2025

reporting period, both the Brands and Marketplace business segments are being shown as discontinued operations in the Company’s

financial statements. Results from discontinued operations are provided within the financial tables at the end of this release.

Third Quarter 2026 Conference Call and Webcast

Management will host a teleconference and webcast

to discuss its third quarter 2026 results today, November 6, 2026, at 9:00 a.m. EST. The conference call can be accessed live

through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the Company will

take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you can participate

in the conference call by dialing (833) 461-5787 domestically or (585) 542-9983 internationally, and referencing meeting ID #689559803.

Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.

About PSQ Holdings, Inc.

PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure

company. We build and operate financial infrastructure in highly regulated environments for industries underserved by traditional financial

institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. For more information,

visit publicsquare.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act

of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking

statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies

regarding PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance

and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,”

“could,” “expect,” “future,” “intend,” “may,” “might,” “strategy,”

“target,” “opportunity,” “plan,” “possible,” “potential,” “project,”

“predict,” “should,” “will,” “would,” “will be,” “will continue,”

“will likely result,” and similar expressions, and in this press release, include statements about our expected net revenue,

non-GAAP operating income, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, and our outlook;

however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,

projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject

to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in

this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses,

earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies

for the management, expansion and growth of our operations, (ii) changes in the competitive industries and markets in which PublicSquare

operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes

in the combined capital structure, (iii) the ability to implement business plans, growth, marketplace and other expectations, and

identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout

and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential

inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable

terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability

to execute PublicSquare’s anticipated business plans and strategy, (viii) the ability of PublicSquare to enforce its current

or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the

intellectual property rights of others, (ix) actual or potential loss of key influencers, media outlets and promoters of PublicSquare’s

business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the

consumer marketplace it intends to serve, (x) because the payment processing and credit agreements are terminable at will without

notice, merchants that have signed agreements to use PublicSquare's payment processing services may terminate those services or otherwise

fail to utilize the services at the expected volume, (xi) the risk of economic downturn, increased competition, a changing regulatory

landscape and related impacts that could occur, (xii) the Company’s sale of its Brand segment, the anticipated use of proceeds,

and the expected benefits of the transaction, and (xiii) risks associated with the Company’s ability to execute on its plans

to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter licenses. The foregoing

list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described

and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address

other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking

statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on

forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance

that PublicSquare will achieve its expectations.

Investors Contact:

investment@publicsq.com

Media Contact:

pr@publicsq.com

PSQ HOLDINGS, INC.

Condensed Consolidated Balance Sheets

September 30,

2026

December 31,

2025

(Unaudited)

Assets

Current assets:

Cash

and cash equivalents

$ 3,836,995

$ 14,644,384

Restricted cash

1,710,054

1,119,580

Accounts receivable,

net

1,721,867

1,630,987

Lease receivable,

net

33,600

156,516

Loans held for

investment, net of allowance for credit losses of $847,292 and $778,704 as of September 30, 2026 and December 31, 2025,

respectively

7,088,683

6,148,072

Lease merchandise, net of accumulated

depreciation of $319,232 and $938,959 as of September 30, 2026 and December 31, 2025, respectively

172,384

960,024

Interest receivable

293,294

250,450

Prepaid expenses

and other current assets

2,204,822

2,450,321

Current

assets held for sale

5,133,337

4,407,921

Total current

assets

22,195,036

31,768,255

Loans held for

investment, net of allowance for credit losses of $209,411 and $150,702 as of September 30, 2026 and December 31, 2025,

respectively, non-current

1,751,990

1,189,832

Lease merchandise,

net of accumulated depreciation of zero and $72,335 as of September 30, 2026 and December 31, 2025, respectively, non-current

—

329,463

Property and

equipment, net

110,742

187,262

Intangible assets,

net

11,617,454

14,573,323

Goodwill

10,930,978

Operating lease

right-of-use assets

360,159

669,356

Deposits

29,939

Total

assets

$ 46,996,298

$ 59,678,408

Liabilities

and stockholders’ equity

Current liabilities:

Revolving line

of credit

$ 6,826,285

$ 6,174,546

Accounts payable

5,223,288

5,351,651

Accrued expenses

827,589

1,205,386

Operating lease

liabilities, current portion

297,307

323,842

Current

liabilities held for sale

3,272,947

2,612,041

Total current

liabilities

16,447,416

15,667,466

Convertible promissory

notes, related party

20,000,000

Convertible promissory

notes

8,449,500

Earn-out liabilities

11,000

540,000

Warrant liabilities

246,050

1,230,250

Operating

lease liabilities

141,596

354,286

Total liabilities

45,295,562

46,241,502

Commitments

and contingencies

Stockholders’

equity

Preferred stock, $0.0001 par value;

50,000,000 authorized shares; no shares issued and outstanding as of September 30, 2026 and December 31, 2025

—

Class A Common Stock, $0.0001

par value; 500,000,000 authorized shares; 4,377,193 shares and 3,099,509 shares issued and outstanding as of September 30, 2026

and December 31, 2025, respectively (1)

438

310

Class C

Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of September 30,

2026 and December 31, 2025, respectively

—

321

Additional

paid in capital (1)

174,421,004

169,948,371

Accumulated

deficit

(172,720,706 )

(156,512,096 )

Total

stockholders’ equity

1,700,736

13,436,906

Total

liabilities and stockholders’ equity

$ 46,996,298

$ 59,678,408

(1) Results have been adjusted

to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026.

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Operations (unaudited)

For the

Three Months Ended

September 30,

For the

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenues,

net

$ 7,342,985

$ 4,404,861

$ 22,633,928

$ 10,887,521

Costs and expenses:

Cost of revenue

(exclusive of depreciation and amortization expense shown below)

3,501,484

1,451,234

10,100,063

3,128,208

General and administrative

3,182,090

8,144,403

15,377,922

20,133,393

Sales and marketing

1,631,702

1,564,449

4,103,863

4,643,237

Research and

development

699,427

1,241,669

2,082,964

3,222,930

Depreciation

and amortization

1,654,962

1,699,205

5,219,215

3,973,592

Total

costs and expenses

10,669,665

14,100,960

36,884,027

35,101,360

Operating

loss

(3,326,680 )

(9,696,099 )

(14,250,099 )

(24,213,839 )

Other (expense)

income:

Other (expense)

income, net

(15,122 )

142,745

(129,243 )

886,718

Changes in fair

value of earn-out liabilities

10,000

25,000

529,000

485,000

Changes in fair

value of warrant liabilities

268,950

343,000

984,200

7,839,500

Interest

expense, net

(970,253 )

(869,643 )

(2,891,915 )

(2,606,556 )

Loss before

income taxes from continuing operations

(4,033,105 )

(10,054,997 )

(15,758,057 )

(17,609,177 )

Income

tax benefit

—

8,176

—

Loss from

continuing operations

(4,033,105 )

(10,046,821 )

(15,758,057 )

(17,609,177 )

Loss

from discontinued operations, net of tax

(99,477 )

(1,936,067 )

(450,553 )

(7,187,036 )

Net

loss

$ (4,132,582 )

$ (11,982,888 )

$ (16,208,610 )

$ (24,796,213 )

Continuing

operations loss per common share, basic and diluted (1)

$ (0.98 )

$ (3.27 )

$ (4.17 )

$ (5.90 )

Discontinued

operations loss per common share, basic and diluted (1)

$ (0.02 )

(0.63 )

$ (0.12 )

(2.41 )

Net

loss per common share, basic and diluted (1)

$ (1.00 )

$ (3.90 )

$ (4.29 )

$ (8.31 )

Weighted

average shares outstanding, basic and diluted (1)

4,097,503

3,069,670

3,780,630

2,984,024

(1) Results have been adjusted

to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026.

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (unaudited)

For the

Nine Months Ended

September 30,

2026

2025

Cash flows from Operating Activities

Net loss

$ (16,208,610 )

$ (24,796,213 )

Adjustment to reconcile net loss to net cash used in operating

activities:

Changes in fair value of warrant liabilities

(984,200 )

(7,839,500 )

Changes in fair value of earn-out liabilities

(529,000 )

(485,000 )

Share-based compensation

2,955,032

7,975,726

Impairment of right-of-use asset

73,737

—

Amortization of step-up in loans held

for investment

—

169,607

Provision for credit losses on loans

held for investment

849,967

616,842

Origination of loans and leases for

resale

(37,917,229 )

(20,534,393 )

Proceeds from sale of loans and leases

for resale

44,122,754

22,792,178

Gain on sale of loans and leases

(6,205,525 )

(2,257,785 )

(Recovery)/Impairment of lease merchandise

(83,711 )

218,196

Loss on disposal of furniture

8,559

—

Depreciation and amortization

5,219,215

4,700,376

Non-cash operating lease expense

235,460

181,183

Changes in operating assets and liabilities:

Accounts receivable

(88,654 )

13,151

Lease receivable

122,916

(172,444 )

Interest receivable

(42,844 )

101,728

Inventory

297,835

(55,683 )

Prepaid expenses and other current

assets

57,024

(201,005 )

Deposits

28,243

(31,503 )

Accounts payable

898,276

170,879

Accrued expenses

(518,760 )

464,635

Deferred revenue

(224,770 )

1,785,853

Operating lease

liabilities

(239,225 )

(185,799 )

Net cash used in operating activities

(8,173,510 )

(17,368,971 )

Cash flows from Investing Activities

Disposals/(Additions) to lease merchandise,

net of (additions) and disposals

539,336

(3,413,454 )

Software development costs

(1,533,907 )

(2,302,514 )

Principal paydowns on loans held for

investment

19,544,908

13,287,697

Disbursements for loans held for investment

(21,897,644 )

(14,832,026 )

Purchase of licenses

—

(455,000 )

Net cash used in investing activities

(3,347,307 )

(7,715,297 )

Cash flows from Financing Activities

Proceeds from revolving line of credit

11,444,583

7,792,305

Repayments on revolving line of credit

(10,792,844 )

(7,010,741 )

Net proceeds from private equity transaction

1,268,909

—

Proceeds from issuance of common stock

at-the-market offering

248,733

361,528

Cash paid for stock issuance costs

—

(312,059 )

Other financing

activities, net

(234 )

—

Net cash provided by financing activities

2,169,147

831,033

Net decrease in cash, cash equivalents and restricted cash

(9,351,670 )

(24,253,235 )

Cash, cash equivalents and restricted

cash, beginning of period

16,117,319

36,589,607

Cash, cash equivalents and restricted

cash, end of the period

$ 6,765,649

$ 12,336,372

Cash and cash equivalents from continued

operations

$ 3,836,995

$ 10,604,527

Restricted cash from continued operations

1,710,054

426,766

Cash and cash

equivalents from discontinued operations

1,218,600

1,305,079

Total cash, cash equivalents and

restricted cash, end of the period

$ 6,765,649

$ 12,336,372

Supplemental Cash Flow Information

Cash paid for interest for convertible

notes and revolving line of credit

$ 2,891,915

$ 2,606,556

Supplemental disclosure of noncash investing and financing

activities:

Issuance of common shares in connection

with the asset acquisition

$ —

$ 4,500,000

Earnout liability generated by asset

acquisition

$ —

$ 550,000

Operating lease right-of-use asset

obtained in exchange for operating lease liability

$ —

$ 652,410

Accrued variable compensation settled

with RSU grants

$ —

$ 597,397

Cash flows from discontinued operations are included

in the above amounts.

Discontinued Operations

The following table summarizes the key components

of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the three months

ended September 30, 2026 and 2025:

For the

three months

ended September 30, 2026

For the

three months

ended September 30, 2025

Marketplace

Brands

Marketplace

Brands

Revenues, net

$ —

$ 3,832,806

$ 192,005

$ 3,732,089

Cost of revenues (exclusive of depreciation and amortization

shown below)

—

84,680

—

Cost of goods sold (exclusive of depreciation and amortization

shown below)

—

2,730,560

—

2,578,920

Operating costs

—

1,147,237

1,200,717

1,888,285

Depreciation and amortization

—

95,884

11,675

Operating loss

—

(44,991 )

(1,189,276 )

(746,791 )

Other expense, net

—

(54,486 )

—

Income tax expense

—

Loss from discontinued operations,

net of tax

$ —

$ (99,477 )

$ (1,189,276 )

$ (746,791 )

The following table summarizes the key components

of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the nine months

ended September 30, 2026 and 2025:

For the

nine months

ended September 30, 2026

For the

nine months

ended September 30, 2025

Marketplace

Brands

Marketplace

Brands

Revenues, net

$ 90,284

$ 11,172,231

$ 939,650

$ 10,334,271

Cost of revenues (exclusive of depreciation and amortization

shown below)

743

—

286,188

527

Cost of goods sold (exclusive of depreciation and amortization

shown below)

1,344

7,869,987

11,951

6,871,532

Operating costs

44,653

3,607,851

4,194,431

6,346,913

Depreciation and amortization

—

645,059

81,725

Operating income/(loss)

43,544

(305,607 )

(4,197,979 )

(2,966,426 )

Other expense, net

(15,000 )

(173,490 )

(22,631 )

—

Income tax expense

—

Income/(Loss) from discontinued

operations, net of tax

$ 28,544

$ (479,097 )

$ (4,220,610 )

$ (2,966,426 )

Assets and liabilities of segments classified

as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, consist of the

following:

September 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 1,218,600

$ 353,355

Accounts receivable, net

70,146

72,372

Inventory

2,367,368

2,665,203

Prepaid expenses and other current

assets

404,461

215,986

Intangible assets, net

1,072,762

Deposits

—

28,243

Total assets held for sale

$ 5,133,337

$ 4,407,921

Liabilities

Current liabilities:

Accounts payable

$ 1,881,529

$ 854,889

Accrued expenses

216,219

357,183

Deferred revenue

1,175,199

1,399,969

Total liabilities held for sale

$ 3,272,947

$ 2,612,041

The cash flows related to the discontinued operations

have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents cash flow

for the discontinued segments.

For the

Nine Months Ended

September 30,

2026

2025

Net cash provided by/(used in) operating activities

$ 701,259

$ (4,705,036 )

Net cash used in investing activities

$ —

$ (347,596 )

Non-GAAP Financial Measures

The non-GAAP financial measures below have not been calculated in

accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as

a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from

traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other

reporting periods and with the results of other companies.

Our management uses these non-GAAP financial measures, in conjunction

with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate

the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating

performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical

operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the

operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future

operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating

investments.

For the periods presented, we define non-GAAP operating income/(loss)

as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:

For the

Three Months

Ended September 30,

For the

Nine Months

Ended September 30,

2026

2025

2026

2025

Reconciliation:

GAAP operating loss

$ (3,326,680 )

$ (9,696,099 )

$ (14,250,099 )

$ (24,213,839 )

Non-GAAP adjustments:

Corporate costs not allocated to segments

(1,654,160 )

(1,383,073 )

(5,939,850 )

(4,463,229 )

Share-based compensation expense

(355,861 )

(4,422,742 )

(2,955,032 )

(7,975,726 )

Depreciation and amortization

(1,654,962 )

(1,699,205 )

(5,219,215 )

(3,973,592 )

Non-GAAP operating income/(loss)

$ 338,303

$ (2,191,079 )

$ (136,002 )

$ (7,801,292 )

For the

three months

ended September 30,

2026

2025

Revenue per headcount:

$ 209,800

$ 61,179

For the

nine months

ended September 30,

2026

2025

Revenue per headcount:

$ 646,684

$ 151,216

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