Form 8-K

8-K — PSQ Holdings, Inc.

Accession: 0001104659-26-090026

Filed: 2026-08-04

Period: 2026-07-29

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 — tm2621856d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621856d1_ex99-1.htm)

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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):

July 29, 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 July 29, 2026, PSQ Holdings, Inc. (the “Company”)

issued a press release announcing its financial and operating results for the quarter ended June 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 July 29, 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 July 29, 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: August 4, 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: tm2621856d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

PSQ Holdings Announces Second Quarter 2026 Financial

Results

Revenue Growth of 108%

GAAP Operating Loss Improves to $4.8 Million

Positive Non-GAAP Operating Income of $0.4

Million

Revenue Per Headcount Improves 316%

BOZEMAN, MT, July 29, 2026 — PSQ Holdings, Inc.

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

quarter 2026.

SECOND QUARTER 2026 HIGHLIGHTS

· Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the quarter ended

June 30, 2026 was $7.1 million compared to $3.4 million for the second quarter ended June 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 quarter

ended June 30, 2026 increased $1.0 million or an increase of 16% compared to the prior year period. The increase was primarily due

to a one-time decrease in share based compensation of $2.0 million in June 2025, driven by a non-cash share based compensation reversal

following the Chief Financial Officer transition.

· Operating loss for the quarter ended June 30, 2026 was $4.8 million, an improvement of $0.4 million or 8% compared to $5.2 million

for the quarter ended June 30, 2025.

· Net cash used in operating activities for the quarter ended June 30, 2026 was $2.3 million, an improvement of $2.5 million or

52% compared to $4.9 million for the quarter ended June 30, 2025.

· Loss from discontinued operations, net of tax for the quarter ended June 30, 2026 was $0.4 million compared to $2.9 million for

the same period in 2025.

· Net loss for the quarter ended June 30, 2026 was $5.6 million, a decrease of $2.7 million, or 33%, compared to a net loss of

$8.4 million for the quarter ended June 30, 2025.

· Loss per share for the quarter ended June 30, 2026 decreased to $1.54 compared to $2.78 for the second quarter of 2025, a 45%

decrease.

· Revenue per headcount for the quarter ended June 30, 2026 was $198,126 compared to $47,665 for the three months ended June 30,

2025, an improvement of 316%. 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 quarter ended June 30, 2026 was $0.4 million compared to non-GAAP operating

loss of $2.7 million loss in the prior year period, an improvement of 114%.

The definitions and reconciliations of non-GAAP operating loss to

GAAP operating Income loss are provided under the heading non-GAAP Financial Measures at the end of this release.

YEAR TO DATE 2026 HIGHLIGHTS

· Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the six months

ended June 30, 2026 was $15.3 million compared to $6.5 million for the six months ended June 30, 2025, a 136% increase compared

to the prior year period.

· Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the six months

ended June 30, 2026 decreased $1.0 million or a decrease of 6% compared to the prior year period.

· Operating loss for the six months ended June 30, 2026 was $10.9 million, an improvement of $3.6 million or 25% compared to $14.5

million for the six months ended June 30, 2025.

· Net cash used in operating activities for the six months ended June 30, 2026 was $6.5 million, an improvement of $4.8 million

or 43% compared to $11.3 million for the six months ended June 30, 2025.

· Loss from discontinued operations, net of tax for the six months ended June 30, 2026 was $0.4 million compared to $5.3 million

for the same period in 2025.

· Net loss for the six months ended June 30, 2026 was $12.1 million, an decrease of $0.7 million, or 6%, compared to a net loss

of $12.8 million for the six months ended June 30, 2025.

· Loss per share for the six months ended June 30, 2026 decreased to $3.34 compared to $4.36 for the same period in 2025, a 23%

decrease.

· Revenue from continued operations per headcount for the six months ended June 30, 2026 was $424,748 compared to $90,037 for the

six months ended June 30, 2025, an improvement of 372%.

· Non-GAAP operating loss (a non-GAAP measure) for the six months ended June 30, 2026 was $0.5 million compared to $5.5 million

loss in the prior year period, an improvement of 91%.

BRANDS SEGMENT DIVESTITURE

On July 28, 2026 the Company announced that it had entered into

a definitive agreement to sell EveryLife, its direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC, for gross proceeds

of $5.5 million in cash, before transaction fees and customary adjustments. The transaction is expected to close by September 30,

2026, subject to customary closing conditions.

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 June 30, 2026, the Company had $8.3 million of restricted cash and cash and cash equivalents, which included $44,509 related

to discontinued operations.

· The Company had an outstanding principal balance of $7.3 million on its $10.0 million revolving line of credit as of June 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 June 30,

2026 was $3.8 million compared to $3.7 million for the quarter ended June 30, 2025.

· Net revenues from discontinued operations for the six months ended June 30, 2026 was $7.4 million compared to $7.3 million for

the six months ended June 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.

Second Quarter 2026

Conference Call and Webcast

Management will

host a teleconference and webcast to discuss its second quarter 2026 results today, July 29,

2026, at 9:00 a.m. ET. 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 #983487052. Attendees should

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 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,” “project,” “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 revenue, revenue growth, operating

expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments, 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 in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations, (xii) the

expected timing and ability to complete Public Square’s proposed 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

June 30,

2026

December 31,

2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 6,735,250

$ 14,644,384

Restricted cash

1,552,921

1,119,580

Accounts receivable, net

1,611,793

1,630,987

Lease receivable, net

56,975

156,516

Loans held for investment, net of allowance for credit losses of $943,713 and $778,704 as of June 30, 2026 and December 31, 2025, respectively

7,310,976

6,148,072

Lease merchandise, net of accumulated depreciation of $580,592 and $938,959 as of June 30, 2026 and December 31, 2025, respectively

219,408

960,024

Interest receivable

270,718

250,450

Prepaid expenses and other current assets

1,941,565

2,450,321

Current assets held for sale (Note 4)

3,629,058

4,407,921

Total current assets

23,328,664

31,768,255

Loans held for investment, net of allowance for credit losses of $204,679 and $150,702 as of June 30, 2026 and December 31, 2025, respectively, non-current

1,336,582

1,189,832

Lease merchandise, net of accumulated depreciation of $93,616 and $72,335 as of June 30, 2026 and December 31, 2025, respectively, non-current

152,330

329,463

Property and equipment, net

134,676

187,262

Intangible assets, net

12,804,583

14,573,323

Goodwill

10,930,978

Operating lease right-of-use assets

511,215

669,356

Deposits

29,939

Total assets

$ 49,228,967

$ 59,678,408

Liabilities and stockholders’ equity

Current liabilities:

Revolving line of credit

$ 7,348,052

$ 6,174,546

Accounts payable

4,817,664

5,351,651

Accrued expenses

1,013,430

1,205,386

Operating lease liabilities, current portion

321,504

323,842

Current liabilities held for sale (Note 4)

2,356,003

2,612,041

Total current liabilities

15,856,653

15,667,466

Convertible promissory notes, related party (Note 10)

20,000,000

Convertible promissory notes

8,449,500

Earn-out liabilities

21,000

540,000

Warrant liabilities

515,000

1,230,250

Operating lease liabilities

200,123

354,286

Total liabilities

45,042,276

46,241,502

Commitments and contingencies (Note 16)

Stockholders’ equity

Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of June 30, 2026 and December 31, 2025

—

Class A Common Stock, $0.0001 par value; 33,333,333 authorized shares; 3,353,852 shares and 3,099,509 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively (1)

336

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 June 30, 2026, and December 31, 2025, respectively

—

321

Additional paid-in capital (1)

172,774,479

169,948,371

Accumulated deficit

(168,588,124 )

(156,512,096 )

Total stockholders’ equity

4,186,691

13,436,906

Total liabilities and stockholders’ equity

$ 49,228,967

$ 59,678,408

(1) Prior period 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. See

Note 1 — Organization and Business Operations for further details.

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Operations

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026

2025

2026

2025

Revenues, net

$ 7,132,526

$ 3,431,876

$ 15,290,943

$ 6,482,661

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization expense shown below)

2,998,624

1,046,964

6,598,579

1,676,975

General and administrative

5,580,668

3,728,246

12,195,832

11,988,989

Sales and marketing

867,354

1,540,327

2,472,161

3,078,788

Research and development

759,442

951,039

1,383,537

1,981,261

Depreciation and amortization

1,716,209

1,367,561

3,564,253

2,274,387

Total costs and expenses

11,922,297

8,634,137

26,214,362

21,000,400

Operating loss

(4,789,771 )

(5,202,261 )

(10,923,419 )

(14,517,739 )

Other (expense) income:

Other (expense) income, net

(16,841 )

434,153

(114,121 )

743,973

Changes in fair value of earn-out liabilities

480,500

10,000

519,000

460,000

Changes in fair value of warrant liabilities

57,000

115,000

715,250

7,496,500

Interest expense, net

(974,193 )

(868,456 )

(1,921,662 )

(1,736,913 )

Loss before income taxes from continuing operations

(5,243,305 )

(5,511,564 )

(11,724,952 )

(7,554,179 )

Income tax benefit (expense)

—

3,056

—

(5,185 )

Loss from continuing operations

(5,243,305 )

(5,508,508 )

(11,724,952 )

(7,559,364 )

Loss from discontinued operations, net of tax

(377,786 )

(2,857,472 )

(351,076 )

(5,253,961 )

Net loss

$ (5,621,091 )

$ (8,365,980 )

$ (12,076,028 )

$ (12,813,325 )

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

$ (1.44 )

$ (1.83 )

$ (3.24 )

$ (2.57 )

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

$ (0.10 )

(0.95 )

$ (0.10 )

(1.79 )

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

$ (1.54 )

$ (2.78 )

$ (3.34 )

$ (4.36 )

Weighted average shares outstanding, basic and diluted (1)(2)

3,639,800

3,016,887

3,620,930

2,940,307

(1) Prior period 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. See

Note 1 — Organization and Business Operations for further details.

(2) Pre-funded

warrants, issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share),

and 334,545 remain unexercised as of June 30, 2026.

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

2026

2025

Cash flows from Operating Activities

Net loss

$ (12,076,028 )

$ (12,813,325 )

Adjustment to reconcile net loss to net cash used in operating activities:

Changes in fair value of warrant liabilities

(715,250 )

(7,496,500 )

Changes in fair value of earn-out liabilities

(519,000 )

(460,000 )

Share-based compensation

2,599,171

3,552,984

Amortization of step-up in loans held for investment

—

169,607

Provision for credit losses on loans held for investment

638,450

1,152,420

Origination of loans and leases for resale

(25,570,378 )

(14,825,985 )

Proceeds from sale of loans and leases for resale

29,747,924

16,384,107

Gain on sale of loans and leases

(4,177,546 )

(1,558,122 )

Recovery of lease merchandise

(69,016 )

—

Loss on disposal of furniture

8,248

—

Depreciation and amortization

3,564,253

2,893,612

Non-cash operating lease expense

158,141

114,410

Changes in operating assets and liabilities:

Accounts receivable

25,987

(175,697 )

Lease receivable

99,541

(152,463 )

Interest receivable

(20,268 )

95,625

Inventory

605,832

122,135

Prepaid expenses and other current assets

337,905

223,867

Deposits

28,243

(21,705 )

Accounts payable

(456,908 )

(627,932 )

Accrued expenses

201,346

249,917

Deferred revenue

(726,419 )

2,000,177

Operating lease liabilities

(156,501 )

(112,688 )

Net cash used in operating activities

(6,472,273 )

(11,285,556 )

Cash flows from Investing Activities

Disposals/(Additions) to lease merchandise, net of disposals

420,161

(2,194,358 )

Software development costs

(1,184,571 )

(1,554,442 )

Principal paydowns on loans held for investment

13,071,785

8,911,312

Disbursements for loans held for investment

(15,019,888 )

(9,406,157 )

Purchase of licenses

—

(455,000 )

Net cash used in investing activities

(2,712,513 )

(4,698,645 )

Cash flows from Financing Activities

Proceeds from revolving line of credit

7,916,764

4,761,935

Repayments on revolving line of credit

(6,743,259 )

(4,532,580 )

Net disbursement for closing costs from private equity transaction

(22,091 )

—

Proceeds from issuance of common stock at-the-market offering

248,733

361,528

Cash paid for stock issuance costs

—

(312,059 )

Net cash provided by financing activities

1,400,147

278,824

Net decrease in cash, cash equivalents and restricted cash

(7,784,639 )

(15,705,377 )

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

$ 8,332,680

$ 20,884,230

Cash and cash equivalents from continued operations

$ 6,735,250

$ 18,479,548

Restricted cash from continued operations

1,552,921

307,114

Cash and cash equivalents from discontinued operations

44,509

2,097,568

Total cash, cash equivalents and restricted cash, end of the period

$ 8,332,680

$ 20,884,230

Supplemental Cash Flow Information

Cash paid for interest for convertible notes and revolving line of credit

$ 947,469

$ 868,457

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 and explained in Note 4.

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 June 30, 2026 and 2025:

For the three months ended

June 30, 2026

For the three months ended

June 30, 2025

Marketplace

Brands

Marketplace

Brands

Revenues, net

$ 4,716

$ 3,757,868

$ 318,997

$ 3,331,995

Cost of revenues (exclusive of depreciation and amortization shown below)

145

—

97,199

(1,399 )

Cost of goods sold (exclusive of depreciation and amortization shown below)

—

2,894,153

11,541

2,219,749

Operating costs

2,371

1,202,557

1,502,925

2,360,515

Depreciation and amortization

—

279,915

35,025

Operating income/(loss)

2,200

(338,842 )

(1,572,583 )

(1,281,895 )

Other expense, net

—

(41,144 )

—

Income tax expense

—

(1,497 )

Income/(Loss) from discontinued operations, net of tax

$ 2,200

$ (379,986 )

$ (1,574,080 )

$ (1,283,392 )

The following table summarizes the key components

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

ended June 30, 2026 and 2025:

For the six months ended

June 30, 2026

For the six months ended

June 30, 2025

Marketplace

Brands

Marketplace

Brands

Revenues, net

$ 90,284

$ 7,339,425

$ 747,646

$ 6,602,182

Cost of revenues (exclusive of depreciation and amortization shown below)

743

—

201,508

527

Cost of goods sold (exclusive of depreciation and amortization shown below)

1,344

5,139,427

11,953

4,292,611

Operating costs

44,653

2,460,614

2,993,714

4,458,628

Depreciation and amortization

—

549,176

70,050

Operating income/(loss)

43,544

(260,616 )

(3,008,705 )

(2,219,634 )

Other expense, net

(15,000 )

(119,004 )

(22,629 )

—

Income tax expense

—

(1,496 )

(1,497 )

Income/(Loss) from discontinued operations, net of tax

$ 28,544

$ (379,620 )

$ (3,032,830 )

$ (2,221,131 )

Assets and liabilities of segments classified

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

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 44,509

$ 353,355

Accounts receivable, net

65,579

72,372

Inventory

2,059,371

2,665,203

Prepaid expenses and other current assets

386,837

215,986

Intangible assets, net

1,072,762

Deposits

—

28,243

Total assets held for sale

$ 3,629,058

$ 4,407,921

Liabilities

Current liabilities:

Accounts payable

$ 931,968

$ 854,889

Accrued expenses

750,485

357,183

Deferred revenue

673,550

1,399,969

Total liabilities held for sale

$ 2,356,003

$ 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 Six Months Ended

June 30,

2026

2025

Net cash (used in) / provided by operating activities

$ (166,007 )

$ 2,241,676

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 June 30,

For the Six Months

Ended June 30,

2026

2025

2026

2025

Reconciliation:

GAAP operating loss

$ (4,789,771 )

$ (5,202,261 )

$ (10,923,419 )

$ (14,517,739 )

Non-GAAP adjustments:

Corporate costs not allocated to segments

(2,221,347 )

(1,174,818 )

(4,285,325 )

(3,146,191 )

Share-based compensation expense

(1,233,615 )

69,861

(2,599,171 )

(3,552,984 )

Depreciation and amortization

(1,716,209 )

(1,367,561 )

(3,564,253 )

(2,274,387 )

Non-GAAP operating income/ (loss)

$ 381,400

$ (2,729,743 )

$ (474,670 )

$ (5,544,177 )

For the three months ended

June 30,

2026

2025

Revenue per headcount:

$ 198,126

$ 47,665

For the six months ended

June 30,

2026

2025

Revenue per headcount:

$ 424,748

$ 90,037

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