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, 2025
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) |
313 Datura Street, Suite 200
West Palm Beach, Florida 33401
(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 one share of Class A common stock at an exercise price of $11.50 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, 2025, PSQ Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended September 30, 2025. 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, 2025, 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 8.01 Regulation FD Disclosure.
As of November 6, 2025, the Company is in negotiations to enter into an asset purchase agreement to purchase certain intellectual property assets from Tandym, Inc. The following comprise the proposed consideration for the assets: (a) shares of Class A Common Stock with a value of $5.75 million, and (b) up to $1.0 million in cash. There is no assurance the Company will successfully negotiate, enter into, or close the transactions contemplated by the asset purchase agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 6, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
Forward-Looking Statements
All statements in this Current Report on Form 8-K (including Exhibit 99.1), other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, including the proposed transaction with Tandym, Inc. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, due to the risk that negotiations will not be successful, and uncertainties associated with market conditions or other external factors. Recipients are cautioned not to put undue reliance on forward-looking statements. See the Company’s other filings with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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, 2025 | By: | /s/ James M. Giudice |
| Name: | James M. Giudice | |
| Title: | Chief Legal Officer and General Counsel | |
Exhibit 99.1

PublicSquare Delivers Strong Third Quarter Financial Results &
Beats Revenue Guidance by 10%
Reaffirms Fourth Quarter 2025 & Full Year 2026 Revenue Guidance
Fintech Revenue Increased 28% Quarter Over Quarter
Credit Revenue Increased 22% Quarter Over Quarter
Payments Revenue Increased 50% Quarter Over Quarter
WEST PALM BEACH, FL, November 6, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), today reported financial results for the third quarter 2025.
THIRD QUARTER 2025 HIGHLIGHTS
| · | Net revenue from continuing operations which includes the fintech segment, for the quarter ended September 30, 2025 was $4.4 million compared to $3.2 million for the third quarter ended September 30, 2024, a 37% 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 September 30, 2025 decreased $1.7 million or 13% compared to the prior year period. | |
| · | Loss from discontinued operations, net of taxes for the quarter ended September 30, 2025 was $1.9 million compared to $4.5 million for the third quarter 2024, a 58% improvement compared to the prior year period. | |
| · | Earnings per share for the quarter ended September 30, 2025 improved to $(0.26) compared to $(0.41) for the third quarter 2024, a 37% improvement compared to the prior year period. | |
| · | Year to date 2025 net loss was $24.8 million an improvement of $12.1 million or 33%, compared to a net loss of $36.9 million in the prior year period. |
“Our third-quarter performance emphatically affirms our decision made earlier this year to streamline our focus and double-down on fintech,” said Michael Seifert, Chairman and Chief Executive Officer of PublicSquare. “We continue to see rapid growth in our payments business as we onboard new merchants who are passionate about our commitment to economic liberty and technological excellence, and we expect this momentum to carry into the fourth quarter with our robust onboarding pipeline and Christmas shopping activity. Additionally, our credit business remains healthy and is positioned to benefit from these same trends as we exercise the power of our bundled checkout offering. As a result, we are proud to reaffirm our fourth-quarter 2025 and full year 2026 revenue guidance.”
“Looking to 2026, we plan to take advantage of significant opportunities to build upon our 2025 success. We are expanding our fintech platform with new services our merchants and customers have sought after, including private-label credit cards, innovative fundraising tools, crypto payment capabilities, and digital asset treasury management solutions.”
FINANCIAL REVIEW
Balance Sheet & Liquidity
| · | As of September 30, 2025, PublicSquare had $12.3 million of cash and cash equivalents, which included $1.3 million related to discontinued operations. | |
| · | The Company had an outstanding principal balance of $4.6 million on its $10.0 million revolving line of credit as of September 30, 2025. | |
| · | Approximately $1.5 million of cash was utilized in the third quarter 2025 as part of the Company’s balance sheet strategy where the Company holds certain consumer receivables from its consumer finance business on its balance sheet to increase revenue potential instead of immediately monetizing them to third parties. |
Discontinued Operations
| · | Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the quarter ended September 30, 2025 was $3.9 million compared to $3.3 million in the prior year period. |
Note: Beginning with the third quarter 2025 reporting period both the Brands and Marketplace business segments will be shown as discontinued operations in the Company’s financial statements until the monetization activities for each segment are concluded. Results from discontinued operations are provided within the financial tables at the end of this release.
BUSINESS OUTLOOK & GUIDANCE
The Company reaffirms its business outlook and guidance provided on September 25, 2025:
| · | Fourth quarter 2025 revenue is expected to be approximately $6.0 million |
| ◦ | Payments - $2.4 million |
| ◦ | Credit - $3.6 million | |
| · | Full year 2026 revenue guidance of greater than or equal to $32.0 million | |
| · | Operating expense guidance for 2025 - Operating expense (defined as general and administrative, sales and marketing, and research and development expense) is expected to be lower than 2024 reflecting foundational investments and the full impact of organizational changes made in late 2024 |
Note: Business outlook & guidance excludes discontinued operations.
NON CORE SEGMENT UPDATE
In August 2025 PublicSquare announced plans to monetize its Brands segment business through the sale of EveryLife and monetize its Marketplace segment business through a sale or may strategically repurpose the marketplace IP to complement its fintech offering.
The Company has engaged an investment bank to conduct a robust sales process of its Brands segment business. This process is on target to reach the purchase agreement stage by the end of the fourth quarter of 2025.
The Company is continuing to explore a sale or strategic repurposing of its Marketplace segment. The Company will provide updated disclosures as appropriate.
Anticipated proceeds and associated cost savings from these activities are expected to support a leaner operating model, fund fintech product innovation, and accelerate the development of the Company's bundled payments, credit, and consumer financial tools.
Third Quarter 2025 Conference Call and Webcast
Management will host a teleconference and webcast to discuss its third quarter 2025 results today, November 6, 2025 at 9:00 a.m. ET. The conference call can be accessed live through a link on the PublicSquare 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 (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.
About PublicSquare
PublicSquare is a financial technology company committed to protecting life, family, and liberty through values-driven innovation. PublicSquare is building an ecosystem of financial solutions that provide consumers and businesses with “cancel-proof” alternatives in today’s economy. 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, 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 risk of PublicSquare being unable to sell its Brands or Marketplace segment businesses, in a timely manner, at desirable prices, or at all, 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@publicsquare.com
Media Contact:
pr@publicsquare.com
PSQ HOLDINGS, INC.
Condensed Consolidated Balance Sheets
| September 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 10,604,527 | $ | 33,643,113 | ||||
| Restricted cash | 426,766 | 265,253 | ||||||
| Accounts receivable, net | 182,585 | 133,867 | ||||||
| Lease receivable, net | 172,444 | — | ||||||
| Loans held for investment, net of allowance for credit losses of $610,778 and $689,007 as of September 30, 2025 and December 31, 2024, respectively | 4,928,076 | 3,986,997 | ||||||
| Lease merchandise, net of accumulated depreciation of $671,630 and zero as of September 30, 2025 and December 31, 2024, respectively | 1,607,289 | — | ||||||
| Interest receivable | 212,376 | 314,104 | ||||||
| Prepaid expenses and other current assets | 2,743,491 | 2,071,921 | ||||||
| Current assets held for sale (Note 4) | 9,597,933 | 6,421,907 | ||||||
| Total current assets | 30,475,487 | 46,837,162 | ||||||
| Loans held for investment, net of allowance for credit losses of $68,404 and $127,038 as of September 30, 2025 and December 31, 2024, respectively, non-current | 551,919 | 735,118 | ||||||
| Lease merchandise, net of accumulated depreciation of $38,256 and zero as of September 30, 2025 and December 31, 2024, respectively, non-current | 503,021 | — | ||||||
| Property and equipment, net | 209,284 | 275,539 | ||||||
| Intangible assets, net | 15,377,149 | 10,759,610 | ||||||
| Goodwill | 10,930,978 | 10,930,978 | ||||||
| Operating lease right-of-use assets | 745,830 | 274,603 | ||||||
| Deposits | 33,389 | 18,589 | ||||||
| Non-current assets held for sale (Note 4) | — | 5,062,242 | ||||||
| Total assets | $ | 58,827,057 | $ | 74,893,841 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Revolving line of credit | $ | 4,558,843 | $ | 3,777,279 | ||||
| Accounts payable | 2,272,916 | 2,499,810 | ||||||
| Accrued expenses | 1,226,199 | 452,596 | ||||||
| Operating lease liabilities, current portion | 314,010 | 122,587 | ||||||
| Current liabilities held for sale (Note 4) | 3,643,938 | 1,772,147 | ||||||
| Total current liabilities | 12,015,906 | 8,624,419 | ||||||
| Convertible promissory notes, related party (Note 10) | 20,000,000 | 20,000,000 | ||||||
| Convertible promissory notes | 8,449,500 | 8,449,500 | ||||||
| Earn-out liabilities | 685,000 | 620,000 | ||||||
| Warrant liabilities | 2,346,500 | 10,186,000 | ||||||
| Operating lease liabilities | 438,904 | 163,716 | ||||||
| Total liabilities | 43,935,810 | 48,043,635 | ||||||
| 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 September 30, 2025 and December 31, 2024 | — | — | ||||||
| Class A Common stock, $0.0001 par value; 500,000,000 authorized shares; 43,025,227 shares and 39,575,499 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | 4,302 | 3,958 | ||||||
| Class C Common stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of September 30, 2025, and December 31, 2024 | 321 | 321 | ||||||
| Additional paid in capital | 159,583,265 | 146,746,355 | ||||||
| Accumulated deficit | (144,696,641 | ) | (119,900,428 | ) | ||||
| Total stockholders’ equity | 14,891,247 | 26,850,206 | ||||||
| Total liabilities and stockholders’ equity | $ | 58,827,057 | $ | 74,893,841 | ||||
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Operations (Unaudited)
| For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues, net | $ | 4,404,861 | $ | 3,207,408 | $ | 10,887,521 | $ | 6,552,433 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 1,451,234 | 104,886 | 3,128,208 | 261,707 | ||||||||||||
| General and administrative | 8,144,403 | 10,486,994 | 20,133,393 | 30,245,748 | ||||||||||||
| Sales and marketing | 1,564,449 | 1,739,980 | 4,643,237 | 5,540,778 | ||||||||||||
| Research and development | 1,241,669 | 408,313 | 3,222,930 | 1,244,387 | ||||||||||||
| Depreciation and amortization | 1,699,205 | 729,208 | 3,973,592 | 1,580,093 | ||||||||||||
| Total costs and expenses | 14,100,960 | 13,469,381 | 35,101,360 | 38,872,713 | ||||||||||||
| Operating loss | (9,696,099 | ) | (10,261,973 | ) | (24,213,839 | ) | (32,320,280 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income, net | 142,745 | 22,565 | 886,718 | 184,428 | ||||||||||||
| Changes in fair value of earn-out liabilities | 25,000 | 170,000 | 485,000 | 510,000 | ||||||||||||
| Changes in fair value of warrant liabilities | 343,000 | 2,175,000 | 7,839,500 | 7,497,500 | ||||||||||||
| Interest expense, net | (869,643 | ) | (756,760 | ) | (2,606,556 | ) | (1,434,241 | ) | ||||||||
| Loss before income taxes from continuing operations | (10,054,997 | ) | (8,651,168 | ) | (17,609,177 | ) | (25,562,593 | ) | ||||||||
| Income tax benefit / (expense) | 8,176 | 12,437 | — | (1,600 | ) | |||||||||||
| Loss from continuing operations | (10,046,821 | ) | (8,638,731 | ) | (17,609,177 | ) | (25,564,193 | ) | ||||||||
| Loss from discontinued operations, net of tax | (1,936,067 | ) | (4,498,818 | ) | (7,187,036 | ) | (11,385,433 | ) | ||||||||
| Net loss | $ | (11,982,888 | ) | $ | (13,137,549 | ) | $ | (24,796,213 | ) | $ | (36,949,626 | ) | ||||
| Continuing operations loss per common share, basic and diluted | $ | (0.22 | ) | $ | (0.27 | ) | $ | (0.39 | ) | $ | (0.84 | ) | ||||
| Discontinued operations loss per common share, basic and diluted | (0.04 | ) | (0.14 | ) | (0.16 | ) | (0.37 | ) | ||||||||
| Net loss per common share, basic and diluted | $ | (0.26 | ) | $ | (0.41 | ) | $ | (0.55 | ) | $ | (1.21 | ) | ||||
| Weighted average shares outstanding, basic and diluted | 46,045,064 | 31,758,032 | 44,760,363 | 30,526,102 | ||||||||||||
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| For the Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (24,796,213 | ) | $ | (36,949,626 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in fair value of warrant liabilities | (7,839,500 | ) | (7,497,500 | ) | ||||
| Changes in fair value of earn-out liabilities | (485,000 | ) | (510,000 | ) | ||||
| Share-based compensation | 7,975,726 | 16,855,006 | ||||||
| Amortization of step-up in loans held for investment | 169,607 | 501,112 | ||||||
| Provision for credit losses on loans held for investment | 616,842 | 549,985 | ||||||
| Origination of loans and leases for resale | (20,534,393 | ) | (17,315,173 | ) | ||||
| Proceeds from sale of loans and leases for resale | 22,792,178 | 19,689,911 | ||||||
| Gain on sale of loans and leases | (2,257,785 | ) | (2,374,738 | ) | ||||
| Impairment of lease merchandise | 218,196 | — | ||||||
| Depreciation and amortization | 4,700,376 | 2,202,561 | ||||||
| Non-cash operating lease expense | 181,183 | 314,577 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 13,151 | (417,540 | ) | |||||
| Lease receivable | (172,444 | ) | — | |||||
| Interest receivable | 101,728 | (304,599 | ) | |||||
| Inventory | (55,683 | ) | (61,533 | ) | ||||
| Prepaid expenses and other current assets | (201,005 | ) | 65,810 | |||||
| Deposits | (31,503 | ) | (12,033 | ) | ||||
| Accounts payable | 170,879 | (1,577,703 | ) | |||||
| Accrued expenses | 464,635 | (322,928 | ) | |||||
| Deferred revenue | 1,785,853 | 346,215 | ||||||
| Operating lease liabilities | (185,799 | ) | (309,238 | ) | ||||
| Net cash used in operating activities | (17,368,971 | ) | (27,127,434 | ) | ||||
| Cash flows from Investing Activities | ||||||||
| Additions to lease merchandise, net of disposals | (3,413,454 | ) | — | |||||
| Software development costs | (2,302,514 | ) | (2,818,954 | ) | ||||
| Principal paydowns on loans held for investment | 13,287,697 | 8,897,046 | ||||||
| Disbursements for loans held for investment | (14,832,026 | ) | (7,168,697 | ) | ||||
| Purchase of licenses | (455,000 | ) | — | |||||
| Acquisition of businesses, net of cash acquired | — | 141,215 | ||||||
| Net cash used in investing activities | (7,715,297 | ) | (949,390 | ) | ||||
| Cash flows from Financing Activities | ||||||||
| Proceeds from convertible note payable, related party (Note 10) | — | 20,000,000 | ||||||
| Proceeds from revolving line of credit | 7,792,305 | — | ||||||
| Repayments on revolving line of credit | (7,010,741 | ) | (2,207,536 | ) | ||||
| Proceeds from the issuance of common stock for at-the-market offering | 361,528 | — | ||||||
| Net disbursements for taxes paid related to vesting of employee restricted stock units | — | (485,904 | ) | |||||
| Cash paid for stock issuance costs | (312,059 | ) | — | |||||
| Net cash provided by financing activities | 831,033 | 17,306,560 | ||||||
| Net decrease in cash, cash equivalents and restricted cash | (24,253,235 | ) | (10,770,264 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 36,589,607 | 16,446,030 | ||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | 12,336,372 | $ | 5,675,766 | ||||
| Cash and cash equivalents from continued operations | $ | 10,604,527 | $ | 4,709,237 | ||||
| Restricted cash from continued operations | 426,766 | 966,529 | ||||||
| Cash and cash equivalents from discontinued operations | 1,305,079 | — | ||||||
| Total cash, cash equivalents and restricted cash, end of the period | $ | 12,336,372 | $ | 5,675,766 | ||||
| Supplemental Non-Cash Investing and Financing Activity | ||||||||
| 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 | $ | 411,878 | ||||
| Shares issued in connection with Credova Merger | $ | — | $ | 14,137,606 | ||||
| Note Exchange in connection with Credova Merger | $ | — | $ | 8,449,500 | ||||
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, 2025 and 2024:
| For the three months ended September 30, 2025 |
For the three months ended September 30, 2024 |
|||||||||||||||
| Marketplace | Brands | Marketplace | Brands | |||||||||||||
| Revenues, net | $ | 192,005 | $ | 3,732,089 | $ | 717,692 | $ | 2,615,012 | ||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | 84,680 | — | 500,026 | 4,358 | ||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | — | 2,578,920 | — | 1,771,109 | ||||||||||||
| Operating costs | 1,200,717 | 1,888,285 | 3,784,453 | 1,457,446 | ||||||||||||
| Depreciation and amortization | 95,884 | 11,675 | 210,857 | 35,025 | ||||||||||||
| Operating loss | (1,189,276 | ) | (746,791 | ) | (3,777,644 | ) | (652,926 | ) | ||||||||
| Other expense, net | — | — | (67,319 | ) | (929 | ) | ||||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Loss from discontinued operations, net of tax | $ | (1,189,276 | ) | $ | (746,791 | ) | $ | (3,844,963 | ) | $ | (653,855 | ) | ||||
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, 2025 and 2024:
| For the nine months ended September 30, 2025 |
For the nine months ended September 30, 2024 |
|||||||||||||||
| Marketplace | Brands | Marketplace | Brands | |||||||||||||
| Revenues, net | $ | 939,650 | $ | 10,334,271 | $ | 2,389,801 | $ | 7,048,995 | ||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | 286,188 | 527 | 1,472,664 | 4,358 | ||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | 11,951 | 6,871,532 | — | 4,601,360 | ||||||||||||
| Operating costs | 4,194,431 | 6,346,913 | 9,970,179 | 4,079,486 | ||||||||||||
| Depreciation and amortization | 645,059 | 81,725 | 516,569 | 105,899 | ||||||||||||
| Operating loss | (4,197,979 | ) | (2,966,426 | ) | (9,569,611 | ) | (1,742,108 | ) | ||||||||
| Other expense, net | (22,631 | ) | — | (67,319 | ) | (6,814 | ) | |||||||||
| Income tax benefit | — | — | — | 419 | ||||||||||||
| Loss from discontinued operations, net of tax | $ | (4,220,610 | ) | $ | (2,966,426 | ) | $ | (9,636,930 | ) | $ | (1,748,503 | ) | ||||
Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, consist of the following:
| September 30, 2025 |
December 31, 2024 |
|||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,305,079 | $ | 2,681,241 | ||||
| Accounts receivable, net | 252,083 | 313,952 | ||||||
| Inventory | 2,719,080 | 2,663,397 | ||||||
| Prepaid expenses and other current assets | 604,809 | 763,317 | ||||||
| Intangible assets, net | 4,668,764 | — | ||||||
| Deposits | 48,118 | — | ||||||
| Total current assets held for sale | 9,597,933 | 6,421,907 | ||||||
| Intangible assets, net | — | 5,030,827 | ||||||
| Deposits | — | 31,415 | ||||||
| Total non-current assets held for sale | — | 5,062,242 | ||||||
| Total assets held for sale | $ | 9,597,933 | $ | 11,484,149 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,398,650 | $ | 1,003,743 | ||||
| Accrued expenses | 405,764 | 714,733 | ||||||
| Deferred revenue | 1,839,524 | 53,671 | ||||||
| Total liabilities held for sale | $ | 3,643,938 | $ | 1,772,147 | ||||
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 and non-cash information for the discontinued segments.
| For the Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (4,705,036 | ) | $ | (5,506,495 | ) | ||
| Net cash used in investing activities | $ | (347,596 | ) | $ | (2,103,773 | ) | ||
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 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, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Reconciliation: | ||||||||||||||||
| GAAP operating loss | $ | (9,696,099 | ) | $ | (10,261,973 | ) | $ | (24,213,839 | ) | $ | (32,320,280 | ) | ||||
| Non-GAAP adjustments: | ||||||||||||||||
| Corporate costs not allocated to segments | (1,383,073 | ) | (3,503,643 | ) | (4,463,229 | ) | (11,937,517 | ) | ||||||||
| Transaction costs incurred in connection with acquisitions | — | — | — | (2,295,502 | ) | |||||||||||
| Share-based compensation expense (exclusive of what is included in transaction costs above) | (4,422,742 | ) | (5,796,823 | ) | (7,975,726 | ) | (15,967,598 | ) | ||||||||
| Depreciation and amortization | (1,699,205 | ) | (729,208 | ) | (3,973,592 | ) | (1,580,093 | ) | ||||||||
| Non-GAAP operating loss | $ | (2,191,079 | ) | $ | (232,299 | ) | $ | (7,801,292 | ) | $ | (539,570 | ) | ||||