# Paysign (PAYS) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 6, 2026, 7:56 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001683168-26-006021
- OpenCapital page: https://www.opencapital.sh/filings/0001683168-26-006021
- Markdown URL: https://www.opencapital.sh/filings/0001683168-26-006021.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/0001683168-26-006021-index.htm

## Filing documents

- [10-Q (paysign_i10q-063026.htm)](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_i10q-063026.htm)
- [CERTIFICATION (paysign_ex3101.htm)](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3101.htm)
- [CERTIFICATION (paysign_ex3102.htm)](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3102.htm)
- [CERTIFICATION (paysign_ex3201.htm)](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3201.htm)
- [CERTIFICATION (paysign_ex3202.htm)](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3202.htm)

---

## 10-Q

SEC source: [paysign_i10q-063026.htm](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_i10q-063026.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM 10-Q**

☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 001-38623

**PAYSIGN, INC.**

(Exact name of registrant as specified in its charter)

**Nevada** **95-4550154**

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

**2615 St. Rose Parkway,**

**Henderson, Nevada 89052**

(Address of principal executive offices) (Zip code)

**(702) 453-2221**

(Registrant’s telephone number, including
area code)

**N/A**

(Former name, former address and former fiscal
year, if changed since last report)

**Securities registered pursuant to Section 12(b)
of the Act:**

**Title of each class** **Trading Symbol** **Name of each exchange on which registered**

Common Stock, $0.001 par value per share PAYS The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

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 ☐

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: 56,462,156 shares as of July 30, 2026.

PAYSIGN, INC.

FORM 10-Q REPORT

INDEX

| [PART I. FINANCIAL INFORMATION](#q2_002) |  |
| --- | --- |
| [Item 1. Financial Statements](#q2_003) | 3 |
| [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#q2_009) | 21 |
| [Item 3. Quantitative and Qualitative Disclosures About Market Risk](#q2_010) | 30 |
| [Item 4. Controls and Procedures](#q2_011) | 30 |
| [PART II. OTHER INFORMATION](#q2_012) |  |
| [Item 1. Legal Proceedings](#q2_013) | 31 |
| [Item 1A. Risk Factors](#q2_014) | 31 |
| [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#q2_015) | 31 |
| [Item 5. Other Information](#q2_016) | 31 |
| [Item 6. Exhibits](#q2_017) | 31 |
| [SIGNATURES](#q2_018) | 32 |

2

**PART I. FINANCIAL INFORMATION**

## Item 1. Financial Statements.

**PAYSIGN, INC.**

### CONDENSED CONSOLIDATED BALANCE SHEETS

| Line item | June 30, 2026 (Unaudited) | December 31, 2025 (Audited) |
| --- | --- | --- |
| ASSETS |  |  |
| Current assets |  |  |
| Cash | $27,372,858 | $21,067,651 |
| Restricted cash | 149,109,681 | 143,917,060 |
| Accounts receivable, net | 103,167,960 | 72,191,994 |
| Other receivables | 345,228 | 926,529 |
| Prepaid expenses and other current assets | 3,030,661 | 1,953,717 |
| Total current assets | 283,026,388 | 240,056,951 |
| Fixed assets, net | 1,948,202 | 1,897,892 |
| Intangible assets, net | 20,838,025 | 22,346,213 |
| Goodwill | 4,487,637 | 4,487,637 |
| Operating lease right-of-use asset | 5,313,512 | 5,729,541 |
| Deferred tax asset, net | 1,375,842 | 1,734,969 |
| Total assets | $316,989,606 | $276,253,203 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
| Current liabilities |  |  |
| Accounts payable and accrued liabilities | $97,675,379 | $70,542,803 |
| Customer card funding | 148,196,011 | 143,191,068 |
| Operating lease liability, current portion | 890,846 | 751,503 |
| Other liabilities, current portion | 1,686,507 | 1,863,116 |
| Total current liabilities | 248,448,743 | 216,348,490 |
| Operating lease liability, long-term portion | 4,819,451 | 5,273,891 |
| Other liabilities, long-term portion | 3,564,666 | 6,140,651 |
| Total liabilities | 256,832,860 | 227,763,032 |
| Commitments and contingencies (Note 9) | – | – |
| Stockholders’ equity |  |  |
| Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding | – | – |
| Common stock; $0.001 par value; 150,000,000 shares authorized, 57,902,271 and 56,021,596 issued at June 30, 2026 and December 31, 2025, respectively | 57,902 | 56,022 |
| Additional paid-in capital | 38,163,032 | 35,503,253 |
| Treasury stock at cost, 1,459,689 and 934,708 shares, respectively | (5,339,254) | (2,148,715) |
| Retained earnings | 27,275,066 | 15,079,611 |
| Total stockholders’ equity | 60,156,746 | 48,490,171 |
| Total liabilities and stockholders’ equity | $316,989,606 | $276,253,203 |

See accompanying notes to unaudited condensed consolidated
financial statements.

3

**PAYSIGN, INC.**

### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

_(UNAUDITED)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Plasma industry | $13,040,540 | $10,743,924 | $24,789,151 | $20,153,804 |
| Pharma industry | 14,649,133 | 7,753,906 | 30,328,585 | 16,372,559 |
| Other | 562,398 | 580,523 | 1,172,759 | 1,150,139 |
| Total revenues | 28,252,071 | 19,078,353 | 56,290,495 | 37,676,502 |
| Cost of revenues | 10,355,048 | 7,323,188 | 20,174,527 | 14,230,509 |
| Gross profit | 17,897,023 | 11,755,165 | 36,115,968 | 23,445,993 |
| Operating expenses |  |  |  |  |
| Selling, general and administrative | 8,546,278 | 8,197,461 | 17,460,932 | 15,598,220 |
| Depreciation and amortization | 2,339,829 | 2,120,097 | 4,975,985 | 3,921,100 |
| Total operating expenses | 10,886,107 | 10,317,558 | 22,436,917 | 19,519,320 |
| Income from operations | 7,010,916 | 1,437,607 | 13,679,051 | 3,926,673 |
| Other income |  |  |  |  |
| Interest income, net | 894,203 | 605,160 | 1,695,066 | 1,367,358 |
| Income before income tax provision | 7,905,119 | 2,042,767 | 15,374,117 | 5,294,031 |
| Income tax provision | 1,148,582 | 655,006 | 3,178,662 | 1,320,170 |
| Net income | $6,756,537 | $1,387,761 | $12,195,455 | $3,973,861 |
| Net income per share |  |  |  |  |
| Basic | $0.12 | $0.03 | $0.22 | $0.07 |
| Diluted | $0.11 | $0.02 | $0.20 | $0.07 |
| Weighted average common shares |  |  |  |  |
| Basic | 55,864,262 | 54,228,027 | 55,265,671 | 53,903,829 |
| Diluted | 61,975,531 | 57,872,318 | 61,388,853 | 56,312,252 |

See accompanying notes to unaudited condensed consolidated
financial statements.

4

**PAYSIGN, INC.**

### CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

_(UNAUDITED)_

| Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in / Capital | Treasury Stock / Shares | Treasury Stock / Amount | Retained / Earnings | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2025 | 56,021,596 | $56,022 | $35,503,253 | (934,708) | $(2,148,715) | $15,079,611 | $48,490,171 |
| Stock issued upon vesting of restricted stock | 711,000 | 711 | (711) | – | – | – | – |
| Stock-based compensation | – | – | 1,284,003 | – | – | – | 1,284,003 |
| Repurchase of shares for tax withholding | – | – | – | (56,247) | (199,677) | – | (199,677) |
| Net income | – | – | – | – | – | 5,438,918 | 5,438,918 |
| Balance, March 31, 2026 | 56,732,596 | $56,733 | $36,786,545 | (990,955) | $(2,348,392) | $20,518,529 | $55,013,415 |
| Stock issued upon vesting of restricted stock | 1,129,675 | 1,129 | (1,129) | – | – | – | – |
| Exercise of stock options | 40,000 | 40 | 125,360 | – | – | – | 125,400 |
| Stock-based compensation | – | – | 1,252,256 | – | – | – | 1,252,256 |
| Shares withheld for employee taxes | – | – | – | (468,734) | (2,990,862) | – | (2,990,862) |
| Net income | – | – | – | – | – | 6,756,537 | 6,756,537 |
| Balance, June 30, 2026 | 57,902,271 | $57,902 | $38,163,032 | (1,459,689) | $(5,339,254) | $27,275,066 | $60,156,746 |

| Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in / Capital | Treasury Stock / Shares | Treasury Stock / Amount | Retained / Earnings | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2024 | 54,358,382 | $54,358 | $24,632,205 | (834,708) | $(1,772,929) | $7,527,998 | $30,441,632 |
| Stock issued upon vesting of restricted stock | 724,000 | 724 | (724) | – | – | – | – |
| Stock-based compensation | – | – | 672,318 | – | – | – | 672,318 |
| Repurchase of common stock | – | – | – | (100,000) | (375,786) | – | (375,786) |
| Issuance of stock in business combination | – | – | 5,950,000 | – | – | – | 5,950,000 |
| Net income | – | – | – | – | – | 2,586,100 | 2,586,100 |
| Balance, March 31, 2025 | 55,082,382 | $55,082 | $31,253,799 | (934,708) | $(2,148,715) | $10,114,098 | $39,274,264 |
| Stock issued upon vesting of restricted stock | 86,000 | 86 | (86) | – | – | – | – |
| Exercise of stock options | 177,414 | 178 | 591,356 | – | – | – | 591,534 |
| Stock-based compensation | – | – | 954,400 | – | – | – | 954,400 |
| Net income | – | – | – | – | – | 1,387,761 | 1,387,761 |
| Balance, June 30, 2025 | 55,345,796 | $55,346 | $32,799,469 | (934,708) | $(2,148,715) | $11,501,859 | $42,207,959 |

See accompanying notes to unaudited condensed consolidated
financial statements.

5

**PAYSIGN, INC.**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(UNAUDITED)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income | $12,195,455 | $3,973,861 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Stock-based compensation expense | 2,536,259 | 1,626,718 |
| Depreciation and amortization | 4,975,985 | 3,921,100 |
| Noncash lease expense | 416,029 | 219,837 |
| Change in fair value of contingent consideration | (990,000) | – |
| Deferred income taxes, net | 359,127 | 674,512 |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | (30,975,966) | (8,691,128) |
| Other receivables | 581,301 | 554,107 |
| Prepaid expenses and other current assets | (1,076,944) | (164,323) |
| Accounts payable and accrued liabilities | 27,369,982 | 5,276,312 |
| Operating lease liability | (315,097) | (206,354) |
| Customer card funding | 5,004,943 | (9,576,918) |
| Net cash provided by (used in) operating activities | 20,081,074 | (2,392,276) |
| Cash flows from investing activities: |  |  |
| Purchase of fixed assets | (369,687) | (164,913) |
| Capitalization of internally developed software | (2,741,174) | (4,067,947) |
| Purchase of intangible assets | (407,246) | (20,675) |
| Net assets acquired in business combination | – | (2,000,000) |
| Net cash used in investing activities | (3,518,107) | (6,253,535) |
| Cash flows from financing activities: |  |  |
| Proceeds from exercise of options | 125,400 | 591,534 |
| Payments on other liability | (2,000,000) | – |
| Repurchase of shares for tax withholding | (3,190,539) | – |
| Repurchase of common stock | – | (375,786) |
| Net cash (used in) provided by financing activities | (5,065,139) | 215,748 |
| Net change in cash and restricted cash | 11,497,828 | (8,430,063) |
| Cash and restricted cash, beginning of period | 164,984,711 | 122,343,186 |
| Cash and restricted cash, end of period | $176,482,539 | $113,913,123 |
| Cash and restricted cash reconciliation: |  |  |
| Cash | $27,372,858 | $11,753,184 |
| Restricted cash | 149,109,681 | 102,159,939 |
| Total cash and restricted cash | $176,482,539 | $113,913,123 |
| Supplemental cash flow information: |  |  |
| Non-cash assets acquired in business combination | – | $13,558,637 |
| Non-cash liabilities incurred in business combination | – | $(7,608,637) |
| Common stock issued in business combination | – | $(5,950,000) |
| Cash paid for taxes | $1,979,355 | $379,491 |

See accompanying notes to unaudited condensed consolidated
financial statements.

6

**PAYSIGN, INC.**

### **NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

1. BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT POLICIES

The foregoing unaudited interim condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange
Commission (“SEC”). Accordingly, these financial statements do not include all the disclosures required by GAAP for complete
financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited
financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2025. In the opinion of management,
the unaudited interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal
recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance
with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and
expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of
the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions
that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Operating results for the three and six months
ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

About Paysign, Inc.

Paysign, Inc. (the “Company,” “Paysign,”
“we” or “our”) was incorporated on August 24, 1995, and trades under the symbol PAYS on The Nasdaq Stock Market
LLC. Paysign is a provider of prepaid card programs, comprehensive patient affordability offerings, life science software technology solutions,
digital banking services and integrated payment processing designed for businesses, consumers and government entities. Headquartered in
Nevada, the Company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare,
hospitality and retail.

Principles of Consolidation – The
condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances
and transactions have been eliminated.

Subsequent Events – The Company discloses
subsequent events that provide evidence about conditions that did not change the condensed consolidated financial statements at the balance
sheet date but have a significant effect on the financial statements at the time of occurrence or on future operations of the Company.
There have been no subsequent events since the balance sheet date.

Segment Reporting – The Company operates
as one business, a vertically integrated provider of prepaid card products and processing services. The Company’s chief operating
decision maker (“CODM”), who is the Company’s chief executive officer, utilizes a consolidated approach to assess the
performance of and allocate resources to the business. Accordingly, management has concluded that the Company consists of a single operating
segment and single reportable segment for accounting and financial reporting purposes.

The CODM regularly assesses the performance of
the single operating and reporting segment based on consolidated net income. The CODM reviews expenses at a level consistent with those
reported in the Company’s consolidated statements of operations. All significant expense categories are reflected in the consolidated
statements of operations. The measure of segment assets is reflected in the consolidated balance sheets as total assets.

7

Use of Estimates – The preparation
of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
(i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements and (iii) the reported amounts of revenue and expenses during the reporting period. Actual results could
differ from those estimates.

Cash and Cash Equivalents – The Company
considers all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash
equivalents for the purposes of the statement of cash flows. The Company had no cash equivalents at June 30, 2026 and December 31, 2025,
respectively.

Restricted Cash – At June 30, 2026
and December 31, 2025, restricted cash consisted of funds held specifically for our card product and pharma patient affordability programs
that are contractually restricted to use. The Company includes changes in restricted cash balances with cash and cash equivalents when
reconciling the beginning and ending total amounts in our condensed consolidated statements of cash flows.

Reimbursement Receivables – At June
30, 2026 and December 31, 2025, accounts receivable included $88,779,628 and $62,366,232, respectively, of customer reimbursement balances
of pass-through claims, which are fully offset in accounts payable and accrued liabilities. Accounts receivable also include accruals
and trade receivables for program management and processing fees that have terms pursuant to their related contracts.

The Company applied current accounting guidance
to evaluate whether its accounts receivable balances were subject to credit losses. A combination of aging and loss-rate methodologies
was used to estimate current expected credit losses. In developing this estimate, the Company considered a broad range of information,
including historical loss experience adjusted for current conditions and expectations of future trends. The evaluation also incorporated
qualitative and quantitative risk factors such as the age of receivable balances, expected timing of payment, contract terms and conditions,
geographic risk and relevant industry or economic trends. Based on this assessment, the Company concluded that any potential credit loss
estimate and related allowance would be immaterial and, therefore, no allowance was recorded.

Concentrations of Credit Risk – Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and
restricted cash. The Company maintains its cash and cash equivalents and restricted cash in various bank accounts primarily with one financial
institution in the United States, which at times may exceed federally insured limits. If this financial institution were to be placed
into receivership, we may be unable to access the cash we have on deposit. If we are unable to access our cash and cash equivalents as
needed, our financial position and ability to operate our business could be adversely affected. The Company has not experienced any losses,
nor does it anticipate any losses with respect to such accounts. At June 30, 2026 and December 31, 2025, the Company had approximately
$2,616,488 and $1,427,627, respectively, in excess of federally insured bank account limits. In February of 2024, the Company initiated
a program with one of our financial institutions called deposit swapping, where the financial institution utilizes a third-party who is
participating in reciprocal deposit networks. This program is an alternative way for our financial institution to offer us full Federal
Deposit Insurance Corporation (“FDIC”) insurance on deposits over $250,000. Under this program, deposit networks divide uninsured
deposits into smaller units and distribute these monies among participating banks in the network where the monies are fully FDIC insured.

As of June 30, 2026, the Company also had a concentration
of accounts receivable risk, one pharma patient affordability customer individually represented 36% of our accounts receivable balance.
One pharma patient affordability customer individually represented 31% of our accounts receivable balance on December 31, 2025. These
accounts receivable balances relate to pass-through claim reimbursements that have been paid on behalf of the pharma program customers.

Business Combinations – The Company
accounts for business combinations using the acquisition method. As of the acquisition date, the acquirer recognizes, separately from
goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. Goodwill is initially
measured at cost, being the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities
assumed. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value
and the amount of any non-controlling interest in the acquiree. If the cost of acquisition is lower than the fair value of the net identifiable
assets, the difference is recognized in profit. Acquisition costs are expensed as incurred.

8

Fixed Assets – Fixed assets are stated
at cost less accumulated depreciation. Depreciation is principally recorded using the straight-line method over the estimated useful life
of the asset, which is generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Leasehold improvements
are capitalized and depreciated over the shorter of the remaining lease term or the estimated useful life of the improvements. Expenditures
for property betterments and renewals are capitalized. Upon the sale or other disposition of a depreciable asset, cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events
and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance
of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over
the remaining life of the fixed assets in measuring their recoverability.

Intangible Assets – For intangible
assets, the Company recognizes an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds its fair
value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use of the asset.

Intangible assets with an indefinite-life are
not amortized. Intangible assets with a finite life are amortized on a straight-line basis over their estimated useful lives, which are
generally 3 to 30 years.

*Goodwill* – Our methodology for
allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill represents
a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration
transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including
contingent consideration. We perform goodwill impairment tests on an annual basis, evaluated at a single reporting unit in the fourth
fiscal quarter and between annual tests in certain circumstances. The assessment of fair value for goodwill and purchased intangible assets
is based on factors that market participants would use in an orderly transaction in accordance with the accounting guidance for the fair
value measurement of non-financial assets.

As of June 30, 2026 and December 31, 2025, goodwill
recorded in the condensed consolidated balance sheets totaled $4,487,637, reflecting no change during the three and six months ended June
30, 2026. This goodwill arose from the Company's acquisition of Gamma Innovation LLC on March 19, 2025 (see “Note 2 – ACQUISITION”
in the notes to the accompanying condensed consolidated financial statements). The fair value of the Company's reporting unit is estimated
using assumptions based on operating results, market conditions, industry trends, and other relevant factors. Changes in these estimates
and assumptions could materially affect the determination of fair value and the assessment of goodwill impairment. For the three and six
months ended June 30, 2026, management performed a qualitative assessment and concluded that it is more likely than not that goodwill
was not impaired.

*Internally Developed Software Costs –* Computer software development costs are generally expensed as incurred. However, costs related to software developed for internal
use, for resale, or for website development may be capitalized when they meet the criteria outlined below. These costs include compensation
and related expenses, hardware and software costs and expenditures incurred in developing features and functionality.

For computer software developed or obtained for
internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as
incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line
method over a three-year estimated useful life, beginning in the period in which the software is available for use.

Costs incurred to develop software products for
sale, lease or other marketing are expensed as incurred until technological feasibility is established. Once technological feasibility
has been established, qualifying development costs are capitalized until the product is available for general release to customers. Capitalized
costs are amortized using the straight-line method over a 10-year estimated useful life.

9

*Contract Assets* – Incremental
costs to obtain or fulfill a contract with a customer are capitalized. The Company determines the costs that are incremental by confirming
the costs (i) are directly related to a customer’s contract, (ii) generate or enhance resources to fulfill contract performance
obligations in the future, and (iii) are recoverable. Amortization is on a straight-line basis generally over three to five years, beginning
when goods and services are transferred to the customer or group of customers.

*Hosting Implementation* *–* Costs to implement the cloud computing arrangements (the “hosting site”) are accounted for by following the same model as
internally developed software costs. Costs that are incurred in the preliminary project and post implementation stages of hosting development
are expensed when they are incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are
amortized using the straight-line method over a three-year estimated useful life, beginning in the period when the hosting site is available
for use.

Customer Card Funding – As of June
30, 2026 and December 31, 2025, customer card funding represents funds loaded or available to be loaded on cards for the Company’s
card product programs, or funds available to cover reimbursement claims for the Company’s pharma patient affordability programs.

Fair Value of Financial Instruments –
Under applicable accounting guidance, fair value is defined as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.

The Company determines the fair values of our
financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following describes the three-level
hierarchy:

Level 1 – Unadjusted quoted prices in active
markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities. We currently do not have
any assets or liabilities in this category.

Level 2 – Observable inputs other than Level
1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. We currently
do not have any assets or liabilities in this category.

Level 3 – Unobservable inputs that are supported
by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair
value for such assets and liabilities is generally determined using pricing models, market comparables, discounted cash flow methodologies
or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

The Company's contingent consideration liability
is measured at fair value on a recurring basis and is classified within Level 3 of the fair value hierarchy. Changes in fair value of
contingent consideration are recorded in the consolidated statements of operations. The fair value is estimated using a Monte Carlo simulation
model based on projected revenues, the Company's common stock price, and expected payout scenarios. Significant unobservable inputs include
forecasted revenues, revenue volatility, probability of achieving performance targets, and a continuous risk-free discount rate.

10

During the three and six months ended June
30, 2026, the Company recognized a $990,000 fair value adjustment, recorded as a reduction to selling, general and administrative expense in the condensed consolidated statements of
operations, due to a decrease in the fair value of the contingent consideration liability, or earn-out, related to the March 19,
2025 acquisition of substantially all assets of Gamma Innovation LLC. The contingent consideration was classified as a Level 3
liability and was valued at each measurement date using a Monte Carlo simulation model. Significant unobservable inputs included
management's projected revenue growth rate for the acquired technologies, a revenue volatility assumption, continuous revenue
discount rate, and the Company's common stock price. As of June 30, 2026, management determined that the fair value of the
contingent consideration liability was $0.
This determination reflects actual revenue through June 30, 2026, which was materially below the level required to achieve the
$20.0
million per-tranche revenue thresholds during the remaining earn-out period ending March 19, 2030.

On June 30, 2026, the Company and Gamma Innovation
LLC entered into an agreement to terminate the contingent consideration “earn-out” and no further consideration is or will
be payable to Gamma Innovation LLC. The termination did not result in any incremental gain or loss, as the liability had already been
reduced to $0 in connection with the fair value determination described above. Concurrently with the termination of the contingent consideration,
the Company entered into an agreement to grant restricted
stock units to an employee who also is the principal owner of Gamma Innovation LLC, contingent upon stockholder approval of an increase
in shares authorized under the 2023 Equity Incentive Plan. The Company intends to seek such approval at its next annual meeting, expected
to be held on or before June 30, 2027. The Company has determined that no grant date has occurred under ASC 718, Compensation—Stock
Compensation, and no compensation cost has been recognized as of June 30, 2026.

The opening and closing balances of the contingent consideration (earn-out)
liability are as follows:

_Six Months Ended June 30, 2026_

| Schedule of contingent consideration liability |  |
| --- | --- |
| Beginning January 1, 2026 | $990,000 |
| Change in fair value | (990,000) |
| Settlement (termination of earn-out) | – |
| Ending, June 30, 2026 | $0 |

Earnings Per Share – Basic earnings
per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the
weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted-average
number of common and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent
shares are excluded from the computation if their effect on the diluted earnings per share calculation is anti-dilutive.

Revenue and Expense Recognition –
In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis:
(i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price;
(iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company
satisfies each performance obligation.

The Company generates revenues from plasma card
programs through fees generated from cardholder fees and interchange fees. Revenues from pharma programs are generated through card program
management fees, transaction claims processing fees, interchange fees, customer support fees and other billable services. Other revenues
are generated through cardholder fees, interchange fees, program management fees, load fees, settlement income and breakage. Life science
software technology solution revenues, acquired through our Gamma Innovation LLC acquisition, are generated through subscriptions to its
cloud-based software platform and related professional services.

11

Plasma and pharma program revenues include both
fixed and variable components. Cardholder fees represent an obligation to the cardholder based on a per transaction basis and are recognized
at a point in time when the performance obligation is fulfilled. Card program management fees and transaction claims processing fees include
an obligation to our program sponsors and are generally recognized when earned on a monthly basis and are typically due pursuant to the
contract terms. The Company uses the output method to recognize card program management fee revenue at the amount of consideration to
which an entity has a right to invoice. The performance obligation is satisfied when the services are transferred to the customer which
the Company determined to be monthly, as the customer simultaneously receives and consumes the benefit from the Company’s performance.
Interchange fees are earned when customer-issued cards are processed through card payment networks as the nature of our promise to the
customer is that we stand ready to process transactions at the customer’s requests on a daily basis over the contract term. Since
the timing and quantity of transactions to be processed by us are not determinable, we view interchange fees to comprise an obligation
to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand ready is accounted for as a
single series performance obligation. The Company uses the right to invoice practical expedient and recognizes interchange fee revenue
concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card payment network terms and
conditions, which is typically within a few days.

The portion of the dollar value of prepaid-stored
value cards that consumers do not ultimately redeem are referred to as breakage. In certain card programs where we hold the cardholder
funds and expect to be entitled to a breakage amount, we recognize revenue using estimated breakage rates ratably over the estimated card
life; provided that a significant reversal of the amount of breakage revenue recognized is not probable, and record adjustments to such
estimates when redemption is remote or we are legally defeased of the obligation, if applicable. For each program, we utilize a third
party to estimate breakage rates based on historical redemption patterns, market-specific trends, escheatment rules and existing economic
conditions. The Company accounts for breakage in accordance with Accounting Standards Update (“ASU”) 2016-04, *Liabilities—Extinguishment
of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Cards* for the recognition of such revenue.
Breakage revenue is recorded in other revenue on the consolidated statements of operations and was $75,632 and $187,678 for the three
and six months ended June 30, 2026, respectively. Breakage revenue was $54,934 and $156,124 for the three and six months ended June 30,
2025, respectively.

The Company utilizes the remote method of revenue
recognition for settlement income whereby the unspent card balances will be recognized as revenue at the expiration of the cards or the
respective card program. The Company records all revenue on a gross basis since it is the primary obligor and establishes the price in
the contract arrangement with its customers. The Company is currently under no obligation to refund any fees, and the Company does not
currently have any obligations for disputed claim settlements. Settlement income was $0 for the three and six months ended June 30, 2026 and $0 for the three and six months
ended June 30, 2025.

The Company recognizes revenue from subscription
and hosting service arrangements, under which customers receive continuous access to Company-hosted data and software tools, together
with related maintenance and support. These arrangements represent single performance obligations satisfied over time, as the services
are substantially the same and are transferred to the customer using the same pattern over the applicable contract term. Revenue is recognized
ratably over the respective service periods. These revenue streams were not material to the Company's condensed consolidated financial
statements for the period presented.

Cost of revenues is comprised of transaction processing
fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program
management, application integration setup, fraud charges and sales and commission expense.

Operating Leases – The Company determines
if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs.
In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a
period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially
all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified
asset.

12

In determining the present value of lease payments
at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit
in the lease is readily determinable. Certain lease contracts include obligations to pay for other services, such as maintenance and repairs.
We account for these other services as a non-lease component of the lease and they are not considered when accounting for the lease. The
liability for operating leases is based on the present value of future lease payments. Operating lease expenses are recorded as rent expense,
which is included within selling, general and administrative expenses within the condensed consolidated statements of operations and presented
as operating cash outflows within the condensed consolidated statements of cash flows.

Leases with an initial term of 12 months or less
are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term.

Stock-Based Compensation – The Company
recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured
using the grant date trading price of our stock. The fair value of stock options is estimated at the grant date using the Black-Scholes
option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service
period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting
period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well
as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest
rate.

Recently
Adopted Accounting Pronouncement – In December 2023, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “*Income Taxes – Improvements to
Income Tax Disclosures*”, requiring enhancements and further transparency to certain income tax disclosures, most notably
the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after
December 15, 2024 on a prospective basis and retrospective application is permitted. We adopted ASU 2023-09 effective
December 31, 2025 and applied it retrospectively to all periods presented in the financial statements. The adoption resulted in
expanded disclosures of the components of the reconciliation between income tax expense and statutory expectations as well as
expanded disclosures of income taxes paid. See "Note 11—INCOME TAX" for further information. Because the ASU affects
disclosures only, the adoption did not affect the Company’s consolidated statements of operations or consolidated balance
sheets.

In July 2025, the FASB issued ASU 2025-05, “*Financial
Instruments — Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets*”
(“ASU 2025-05”), which provides a practical expedient for estimating expected credit losses for current accounts receivable
and current contract assets. ASU 2025-05 will be effective for annual periods beginning after December 15, 2025, and interim periods within
those annual reporting periods and should be applied prospectively. The Company is currently evaluating the impact that this guidance
will have on the Company's consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncement Not
Yet Adopted – In November 2024, the FASB issued ASU 2024-03, “*Disaggregation of Income Statement Expenses*,”
which requires disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments
in this update are effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments should
be applied either prospectively to the financial statements issued for reporting periods after the effective date of this update or retrospectively
to any or all prior periods presented in the financial statements. We are currently evaluating the potential effects of ASU 2024-03 on
our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06,
"*Targeted Improvements to the Accounting for Internal-Use Software*," which simplifies the capitalization guidance by
removing all references to software development project stages, so that the guidance is neutral to different software development methods.
The amendments in this update are effective for annual periods beginning after December 15, 2027. Early adoption is permitted. The amendments
should be applied either retrospectively or prospectively to software costs incurred after the adoption date or on a modified prospective
basis. We are currently evaluating the potential effects of ASU 2025-06 on our consolidated financial statements and related disclosures.

13

In December 2025, the FASB issued ASU 2025-11,
“*Interim Reporting (Topic 270) –Narrow-Scope Improvements*”. The amendments are intended to improve the clarity
and navigability of interim reporting requirements within Topic 270 by clarifying when interim reporting guidance applies, enhancing
the organization of required interim disclosures and specifying the form and content of interim financial statements. The guidance responds
to stakeholder feedback that existing interim reporting requirements were difficult to navigate because of the historical origins and
accumulated amendments within Topic 270. ASU 2025-11 adds a disclosure principle requiring entities to disclose events that
occur after the end of the most recent annual reporting period that have a material impact on the entity. The amendments also introduce
a comprehensive list of required interim disclosures drawn from various codification topics and clarify the presentation requirements
for interim financial statements, including condensed financial statements and accompanying footnotes. Importantly, the ASU does not change
the fundamental nature of interim reporting nor expand or reduce existing disclosure requirements; rather, it improves clarity and consistency
across entities that issue interim financial statements in accordance with GAAP. ASU 2025-11 is effective for the Company for interim
reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the
amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-11
and does not expect the adoption to have a material effect on its consolidated financial statements.

2. ACQUISITION

On March 19, 2025, we entered into an Asset Purchase
Agreement (the “Asset Purchase Agreement”) with Gamma Innovation LLC, a Pennsylvania limited liability company (“Gamma”),
Beta Software and Technologies LLC, a Delaware limited liability company, and Michael Ngo, an individual, pursuant to which we acquired
substantially all the assets of Gamma. Gamma is a software and services company focusing on the blood and plasma collection industry that
developed innovative solutions targeting donor engagement, retention and management. The Gamma acquisition aligns with our technology
and market presence by offering additional engagement, compensation and resource management solutions across our core markets. The new
technologies acquired consist of the following solutions: (i) a donor engagement application designed to reduce plasma labor costs and
donor fees while improving donor retention; (ii) a customer resource management platform designed to reduce unnecessary expenses and improve
donor engagement, marketing effectiveness and retention; and (iii) a donor management solution designed to improve plasma donation center
efficiency by reducing operational costs and optimizing donor compensation.

Total purchase consideration transferred or transferable
was $15,558,637, which consisted of the following:

| Schedule of purchase consideration |  |
| --- | --- |
| Cash paid upfront (1) | $2,000,000 |
| Present value of future cash paid (1) | 6,618,637 |
| Equity consideration (2) | 5,950,000 |
| Earn-out contingent consideration (3) | 990,000 |
| Total consideration | $15,558,637 |

| (1) | Pursuant to the Asset Purchase Agreement the cash purchase price paid was $10,000,000 to be paid in five equal tranches with the initial payment made on March 19, 2025 and four subsequent payments to be made on each subsequent annual anniversary of the initial payment. The fair value of this consideration was estimated based on the present value of the future payments. The average discount rate of 8% was based on the Company’s estimated cost of debt. The present value of future payments is recorded in other liabilities on the condensed consolidated balance sheets. |
| --- | --- |
| (2) | Pursuant to the Asset Purchase Agreement the stock consideration paid was 2,500,000 shares of restricted common stock that vest in five equal amounts beginning on March 31, 2025 and annually thereafter for the next four years. Fair value was estimated using the Company’s stock price of $2.38 on the valuation date. The stock consideration is recorded in the condensed consolidated statements of stockholders’ equity. |
| (3) | Pursuant to the Asset Purchase Agreement an additional earn-out stock consideration of 500,000 shares of our common stock, up to a total consideration of 2,500,000 shares of our common stock, may be paid upon the achievement of certain gross revenue performance targets for each trailing 12-month period beginning on March 20, 2026 and ending on March 19, 2030. The contingent payable was recorded in other liabilities on the condensed consolidated balance sheets. |

14

We have accounted for the Gamma acquisition as
a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the
acquisition date. The final estimated acquisition date fair values of major classes of assets acquired and liabilities assumed, including
a reconciliation to the total final purchase consideration, were as follows:

| Schedule of assets acquired and liabilities assumed |  |
| --- | --- |
| Identifiable intangible assets | $11,071,000 |
| Total identifiable net assets | 11,071,000 |
| Goodwill | 4,487,637 |
| Total assets acquired | $15,558,637 |

During the second quarter of 2025, a measurement
period adjustment of $2,200,000 related to the Gamma acquisition decreased the amount of earn-out contingent consideration from $3,190,000 to $990,000, which decreased the amounts attributable to acquired technology and goodwill. The updated amounts are reflected in the above
purchase consideration and value of goodwill and identifiable intangible assets.

Goodwill arising from the acquisition was attributable
to expected growth opportunities of the acquired technology, potential synergies from combining the acquired business into our existing
business, and an assembled workforce. We expect that approximately $4,487,637 of the goodwill from this acquisition will be deductible
for income tax purposes.

The estimated fair value of acquired technologies
was $10,568,000. Total identifiable intangible assets, including the $503,000 non-compete agreement, were $11,071,000, all of which have
finite lives. The fair value of the identifiable intangible assets has been estimated using the income approach by using the multi-period
excess earnings method. Under this method, an intangible asset’s fair value is equal to the present value of future economic benefits
to be derived from ownership of the asset. The estimated fair value was developed by discounting future net cash flows to their present
value at market-based rates of return. Such assumptions included forecasted revenues, cost of sales and operating expenses, technology
obsolescence and weighted average cost of capital. The Company also utilized the cost replacement approach for certain immaterial intangible
assets included within the acquired technology stack. The determination of the useful lives for acquired technologies is based upon various
industry studies, historical acquisition experience and economic factors. The following table reflects the final estimated acquisition
date fair values of the identified intangible assets of Gamma and their respective weighted-average estimated amortization periods:

| Schedule of fair values intangible assets and estimated amortization | Estimated Fair Value | Weighted Avg. Estimated Amortization (years) |
| --- | --- | --- |
| Non-compete agreement | $503,000 | 9 |
| Acquired technologies | 10,568,000 | 10 |
| Total identifiable intangible assets | $11,071,000 |  |

During the fourth quarter of 2025, we revised
the weighted-average useful life of acquired technology, reducing its amortization period from 15 years to 10 years. The updated amortization
periods are reflected in the acquisition date fair values of identifiable intangible assets and their respective useful lives.

The historical revenue and earnings of Gamma were
not material for purposes of presenting pro forma information. Transaction costs associated with this business combination were expensed
as incurred and recorded in selling, general and administrative expense in the condensed consolidated statements of operations. These
costs totaled $6 thousand and $21 thousand for the three months ended June 30, 2026 and 2025, respectively, and $6 thousand and $129 thousand
for the six months ended June 30, 2026 and 2025, respectively.

15

3. FIXED ASSETS, NET

Fixed assets consist of the following:

| Schedule of fixed assets | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Equipment | $2,888,810 | $2,830,319 |
| Software | 640,407 | 636,582 |
| Furniture and fixtures | 858,708 | 858,708 |
| Website costs | 69,881 | 69,881 |
| Leasehold improvements | 1,074,615 | 767,244 |
|  | 5,532,421 | 5,162,734 |
| Less: accumulated depreciation | (3,584,219) | (3,264,842) |
| Fixed assets, net | $1,948,202 | $1,897,892 |

Depreciation expense for the three months ended
June 30, 2026 and 2025 was $162,413 and $102,672, respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 was
$319,377 and $204,519, respectively.

4. INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

| Schedule of intangible assets | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Patents and trademarks | $45,433 | $38,186 |
| Technology Platform | 38,860,252 | 36,119,080 |
| Customer lists and contracts | 1,177,200 | 1,177,200 |
| Licenses | 637,576 | 237,576 |
| Hosting implementation | 43,400 | 43,400 |
| Contract assets | 340,326 | 340,326 |
| Non-compete agreement | 503,000 | 503,000 |
| Acquired technologies | 10,568,000 | 10,568,000 |
|  | 52,175,187 | 49,026,768 |
| Less: accumulated amortization | (31,337,162) | (26,680,555) |
| Intangible assets, net | $20,838,025 | $22,346,213 |

Intangible assets are
amortized over their useful lives ranging from periods of 3 to 30 years. Amortization expense for the three months ended June 30, 2026
and 2025 was $2,177,416 and $2,017,425, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 was $4,656,608 and $3,716,581, respectively.

5. LEASE

The Company entered into an operating lease for
office space which became effective in June 2020. The lease term is 10 years from the effective date and allows for two optional extensions
of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability since it is not
reasonably certain that the Company will extend this lease. As of June 30, 2026, the remaining lease term was 3.9 years and the discount
rate used was 6%.

16

The Company entered into an operating lease for
additional office space which became effective in September 2025. The lease term is 7.4 years from the effective date and allows for two
optional extensions of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability
since it is not reasonably certain that the Company will extend this lease. As of June 30, 2026, the remaining lease term was 6.6 years
and the discount rate used was 8%.

Operating lease cost included in selling, general and administrative
expenses was $395,394 and $760,454 for the three and six months ended June 30, 2026, respectively, including common area maintenance expenses
of $72,358 and $147,865, respectively. Operating lease cost included in selling, general and administrative expenses was $189,425 and
$378,851 for the three and six months ended June 30, 2025, respectively, including common area maintenance expenses of $33,832 and $70,664,
respectively. Cash paid for operating leases was $524,220 and $291,704 for the six months ended June 30, 2026 and 2025, respectively.

Additional information related to the Company’s operating leases
was as follows:

| Schedule of operating leases | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Weighted-average remaining lease term—operating leases | 5.6 years | 6.0 years |
| Weighted-average discount rate—operating leases | 7% | 7% |

The following is the lease maturity analysis of our operating leases
as of June 30, 2026:

| Schedule of lease maturity / Year ending December 31, |  |
| --- | --- |
| $2026 (excluding the six months ended June 30, 2026) | $632,297 |
| 2027 | 1,277,013 |
| 2028 | 1,296,105 |
| 2029 | 1,315,770 |
| 2030 | 962,340 |
| Thereafter | 1,516,756 |
| Total lease payments | 7,000,281 |
| Less: Imputed interest | (1,289,984) |
| Present value of future lease payments | 5,710,297 |
| Less: current portion of lease liability | (890,846) |
| Long-term portion of lease liability | $4,819,451 |

6. CUSTOMER CARD FUNDING LIABILITY

The Company issues prepaid cards with
various provisions for cardholder fees and expiration. The Company recognizes revenue from cardholder transactions and interchange
fees when the related performance obligation has been satisfied. Unspent prepaid card balances are recognized as settlement income
upon expiration of the applicable cards and the related card programs. Contract liabilities associated with prepaid cards consist of
funds loaded on cards and client funds held for future card loading, until such amounts are spent by cardholders or otherwise
recognized as revenue by the Company. These contract liabilities are included in customer card funding liability on the condensed
consolidated balance sheets. Contract liabilities also include prefunded amounts used to pay pass-through reimbursement amounts in
the Company’s patient affordability business.

17

The opening and closing balances of the Company’s liabilities
are as follows:

| Schedule of contract liabilities | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Beginning balance | $143,191,068 | $111,328,270 |
| Increase (decrease), net | 5,004,943 | (9,576,918) |
| Ending balance | $148,196,011 | $101,751,352 |

The amount of revenue recognized during the three
months ended June 30, 2026 and 2025 that was included in the opening contract liability for prepaid cards was $3,463,162 and $2,727,566,
respectively.

7. COMMON STOCK

At June 30, 2026, the Company’s authorized
capital stock was 150,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par value
$0.001 per share. On that date, the Company had 57,902,271 shares of common stock issued and 56,442,582 shares of common stock outstanding.
There were no shares of preferred stock outstanding.

Stock-based compensation expense related to Company
restricted stock grants for the three and six months ended June 30, 2026 was $1,252,256 and $2,536,259, respectively. Stock-based compensation
expense related to Company restricted stock grants for the three and six months ended June 30, 2025 was $954,400 and $1,626,718, respectively.

2026 Transactions – During the three
and six months ended June 30, 2026, the Company issued 1,129,675 and 1,840,675 shares of common stock for vested stock awards, respectively.
The Company received proceeds of $125,400 for the exercise of stock options.

The Company granted 540,000 restricted stock awards
during the three and six months ended June 30, 2026; the weighted average grant date fair value was $6.01. The restricted stock awards
granted vest over a period of one to five years.

2025 Transactions – During the three
and six months ended June 30, 2025, the Company issued 263,414 and 987,414 shares of common stock, respectively, for vested stock awards
and the exercise of stock options. The Company received proceeds of $591,534 from the exercise of stock options.

During the three months ended June 30, 2025, the
Company also granted 2,951,000 restricted stock awards, of which 1,366,663 shares are subject to performance-based vesting and service
requirements. For the stock awards granted, the weighted average grant date fair value was $2.33 and vest over a period of three years.
Awards under performance conditions vest when the Company achieves specific defined earnings target and the employee provides service
through each of the vesting periods. The Company expects it is probable that performance targets will be achieved. Compensation costs
for performance awards would be reversed if the performance criteria are not met. The Company granted 5,976,000 restricted stock awards,
of which 1,366,663 shares are subject to performance-based vesting and service requirements and 2,500,000 are part of the Gamma acquisition
(see “Note 2. ACQUISITION” in the notes to the accompanying condensed consolidated financial statements) during the six months
ended June 30, 2025; the weighted average grant date fair value was $2.36. The restricted stock awards granted vest over a period of three
to five years.

18

8. BASIC AND FULLY
DILUTED NET INCOME (LOSS) PER COMMON SHARE

The following table sets forth the computation
of basic and fully diluted net income per common share for the three and six months ended June 30, 2026 and 2025:

| Schedule of computation of basic and fully diluted net income per common share | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: |  |  |  |  |
| Net income | $6,756,537 | $1,387,761 | $12,195,455 | $3,973,861 |
| Denominator: |  |  |  |  |
| Weighted average common shares: |  |  |  |  |
| Denominator for basic calculation | 55,864,262 | 54,228,027 | 55,265,671 | 53,903,829 |
| Weighted average effects of potentially diluted common stock: |  |  |  |  |
| Stock options (calculated using the treasury method) | 1,276,628 | 923,033 | 1,169,311 | 822,717 |
| Unvested restricted stock grants | 4,834,641 | 2,721,258 | 4,953,871 | 1,585,706 |
| Denominator for fully diluted calculation | 61,975,531 | 57,872,318 | 61,388,853 | 56,312,252 |
| Net income per common share: |  |  |  |  |
| Basic | $0.12 | $0.03 | $0.22 | $0.07 |
| Fully diluted | $0.11 | $0.02 | $0.20 | $0.07 |

The following table sets forth the number of shares of unvested restricted stock excluded from the computation of diluted net income per common share because their effect would have been anti-dilutive for the periods presented:

| Schedule of anti-dilutive shares / Anti-dilutive shares: / Stock options | Three Months Ended June 30, 2026 / – | Three Months Ended June 30, 2025 / – | Six Months Ended June 30, 2026 / – | Six Months Ended June 30, 2025 / – |
| --- | --- | --- | --- | --- |
| Unvested restricted stock awards | – | – | 227,403 | – |

9. COMMITMENTS AND CONTINGENCIES

Pending or Threatened Litigation –
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business. We are not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse
effect on our business or financial condition.

The Company entered into an agreement to grant
restricted stock units to an employee who also is the principal owner of Gamma Innovation LLC (see “Note 1 – Fair Value
of Financial Instruments” in the notes to the accompanying condensed consolidated financial statements).

10. RELATED PARTY

During the first quarter of 2025, the Company
hired an employee who is also the principal owner of a technical consulting corporation engaged by the Company to provide technology,
development, and support services to the Company and its customers. The Company recognized related party expenses of $170,860 and $331,693 for the three and six months ended June 30, 2026, respectively, and $79,000 for each of the three and six months ended June 30, 2025.
These expenses are included in selling, general and administrative expense in the condensed consolidated statements of operations.

19

11. INCOME TAX

The following table summarizes the Company’s
income tax expense and effective tax rates for the three and six months ended June 30, 2026 and 2025:

| Schedule of effective tax rates | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income before income taxes | $7,905,119 | $2,042,767 | $15,374,117 | $5,294,031 |
| Income tax expense | $1,148,582 | $655,006 | $3,178,662 | $1,320,170 |
| Effective tax rate | 14.5% | 32.1% | 20.7% | 24.9% |

The effective tax rates for the three months and
six months ended June 30, 2026 and June 30, 2025 were based on the Company’s forecasted annualized effective tax rates and were
adjusted for discrete items that occurred within the periods presented. The effective tax rate for the three months and six months ended
June 30, 2026 varies from the three months and six months ended June 30, 2025 primarily as a result of tax benefits related to our stock-based
compensation.

Under the provisions of the Coronavirus Aid, Relief,
and Economic Security Act (the “CARES Act”) signed into law in 2020 and the subsequent extension of the CARES Act through
September 30, 2021, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company has elected
an accounting policy to recognize government assistance when it is probable that the Company is eligible to receive the assistance and
present the credit as a reduction of the related expense. As of June 30, 2026 and December 31, 2025, the Company recorded $345,228 in
other receivables on the condensed consolidated balance sheet related to U.S. Federal Government refunds.

20

**ITem
2. Management’s discussion and analysis of financial condition and results of operations.**

***Disclosure Regarding Forward-Looking Statements***

This Quarterly Report on Form 10-Q includes forward
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Forward-Looking Statements”).
All statements other than statements of historical fact included in this report are Forward-Looking Statements. These Forward-Looking
Statements are based on our current expectations, assumptions, estimates and projections about our business and our industry. Words such
as “believe,” “anticipate,” “expect,” “intend,” “plan,” “propose,”
“may,” and other similar expressions identify Forward-Looking Statements. Specific forward-looking statements made herein
include: our belief that we do not anticipate any losses with respect to accounts with balances exceeding federally insured limits; our
expected lease obligations for subsequent years; our belief that our platform can be seamlessly integrated with our clients’ systems;
our belief that changes in the estimates and assumptions used to calculate the fair value of our business from year to year could materially
affect the determination of fair value and the assessment of goodwill impairment; our conclusion that goodwill impairment for the three
and six months ended June 30, 2026 was more likely than not that goodwill was not impaired; our belief that our distinctive positioning
allows us to provide end-to end technologies that securely manage transaction processing, cardholder enrollment, value loading, account
management, data and analytics, and customer service; our belief that our architecture is known for its cross-platform compatibility,
flexibility, and scalability - allowing our clients and partners to leverage these advantages for cost savings and revenue opportunities;
our expectation that the adoption of ASU 2025-11 will not have a material effect on our consolidated financial statements; our evaluation
of the potential effects of ASU 2024-03 and ASU 2025-06 on our consolidated financial statements and related disclosures; our evaluation
of the impact that ASU 2025-05 will have on our consolidated financial statements and related disclosures; our focus of our marketing
efforts on corporate incentive and expense prepaid card products in various market verticals, including but not limited to, general corporate
expense, healthcare related markets including patient affordability solutions, clinical trials and donor compensation, loyalty rewards
and incentive cards; our principal target markets for processing services, including prepaid card issuers, retail and private-label issuers,
small third-party processors and small and mid-size financial institutions in the United States and Mexico; our plan for 2026 to continue
to invest additional funds in technology improvements, sales and marketing, cybersecurity, fraud, customer service, and regulatory compliance;
if a certain financial institution were to be placed into receivership, we may be unable to access the cash we have on deposit and if
we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely
affected; our belief that from time to time we evaluate raising capital to enable us to diversify into new market verticals; our belief
that if we do not raise new capital, that we will still be able to support our existing business and expand into new vertical markets
using internally generated funds; our belief that the plasma market appears to have returned to normalized growth following elevated plasma
inventory levels experienced throughout much of 2025; our belief that the following measures are the primary indicators of our quarterly
and annual revenues: gross dollar volume loaded on cards and conversion rates on gross dollar volume loaded on cards; our belief that
the following are also key performance indicators: revenues, gross profit, operational expenses as a percentage of revenues, and cardholder
participation; our belief that our available cash on hand, excluding restricted cash, together with our forecast for revenues and cash
flows for the remainder of 2026 and through the second quarter of 2028, will be sufficient to sustain our operations for the next twenty-four
months; our belief, based on recent SEC filings, that we have not discovered any issues that would cause us to alter our bank relationships;
we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business and an adverse result in
these or other matters may arise from time to time that may harm our business; third-party software may be used for highly specialized
business functions, which we may not be able to develop internally within time and budget constraints; our intention to seek stockholder
approval at our next annual meeting, expected to be held on or before June 30, 2027, for an increase in shares authorized under the 2023
Equity Incentive Plan; our expectation that it is probable that certain performance targets related to performance-based awards will be
achieved; and our expectation that the stock repurchase program will remain available over a 36-month period expiring May 7, 2029. In
the normal course of our business, we, in an effort to help keep our stockholders and the public informed about our operations, may from
time-to-time issue certain statements, either in writing or orally, that contain, or may contain, forward-looking statements. Although
we believe that the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance that such expectations
will prove to have been correct. In addition, any statements that refer to expectations, projections, estimates, forecasts, or other characterizations
of future events or circumstances are Forward-Looking Statements. These Forward-Looking Statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those reflected in the Forward-Looking Statements. Such important factors (“Important
Factors”) and other factors are disclosed under “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2025 and in other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time. All
prior and subsequent written and oral Forward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified
in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations
as set forth in any Forward-Looking Statement made by or on behalf of us. You are cautioned not to place undue reliance on these Forward-Looking
Statements, which relate only to events as of the date on which the statements are made. We undertake no obligation to publicly revise
these Forward-Looking Statements to reflect events or circumstances that arise after the date hereof. You should refer to and carefully
review the information in future documents we file with the SEC.

21

**Overview**

Paysign, Inc. (the “Company,” “Paysign,”
“we” or “our”), headquartered in Nevada, was incorporated on August 24, 1995, and trades under the symbol PAYS
on The Nasdaq Stock Market LLC. We are a vertically integrated provider of prepaid card products and processing services for corporate,
consumer and government entities. Our payment solutions are utilized by our corporate customers as a means to increase customer loyalty,
increase patient adherence rates, reduce administration costs and streamline operations. Public sector organizations can utilize our payment
solutions to disburse public benefits or for internal payments. We market our prepaid card solutions under our Paysign® brand. As
we are a payment processor and prepaid card program manager, we derive our revenue from all stages of the prepaid card lifecycle.

In addition to our payment solutions, we also
offer life science technology solutions targeting blood and plasma collection organizations. These software solutions are marketed under
the Apherion™ brand, and we derive our revenue from licensing, hosting, and professional service fees.

We operate on a powerful, high-availability payment
solutions platform with cutting-edge fintech capabilities that can be seamlessly integrated with our clients’ systems. This distinctive
positioning allows us to provide end-to-end technologies that securely manage transaction processing, cardholder enrollment, value loading,
account management, data and analytics and customer service. Our architecture is known for its cross-platform compatibility, flexibility,
and scalability – allowing our clients and partners to leverage these advantages for cost savings and revenue opportunities.

Our suite of product offerings includes solutions
for corporate rewards, prepaid gift cards, general purpose reloadable debit cards, employee incentives, consumer rebates, donor compensation,
clinical trials, healthcare reimbursement payments and pharmaceutical payment assistance, demand deposit accounts accessible with a debit
card and software solutions targeting blood and plasma collection organizations. Our cards are sponsored by our issuing bank partners.

Our revenues include fees generated from cardholder
fees, interchange, card program management fees, transaction claims processing fees, software license fees, breakage and settlement income.
Revenue from cardholder fees, interchange, card program management fees and transaction claims processing fees is recorded when the performance
obligation is fulfilled. Software license fees are recorded ratably over the license period. Breakage is recorded ratably over the estimated
card life based on historical redemption patterns, market-specific trends, escheatment rules, and existing economic conditions and relates
solely to our open-loop gift card business which began at the end of 2022 and is recorded under other revenue on the condensed consolidated
statements of operations. Settlement income is recorded at the expiration of the card or card program and relates primarily to our corporate
incentive programs which is also recorded under other revenue on the condensed consolidated statements of operations.

The industry generally has two categories for
our prepaid debit cards: (1) corporate and consumer reloadable cards and (2) non-reloadable cards.

Reloadable Cards: These types of cards are generally
classified as payroll or considered general purpose reloadable (“GPR”) cards. Payroll cards are issued by an employer to an
employee to allow the employee to access payroll amounts that are deposited into an account linked to their card. GPR cards can also be
issued to a consumer at a retail location or mailed to a consumer after completing an online application. GPR cards can be reloaded multiple
times with a consumer’s payroll, government benefit, a federal or state tax refund or through cash reload networks located at retail
locations. Reloadable cards are generally open-loop cards as described below.

Non-Reloadable Cards: These are generally one-time
use cards that are only active until the funds initially loaded to the card are spent. These types of cards are generally used as gift
or incentive cards. Typically, these types of cards are used for the purchase of goods or services at retail locations and cannot be used
to receive cash.

Both reloadable and non-reloadable cards may be
open-loop, closed-loop or restricted-loop. Open-loop cards can be used to receive cash at ATM locations by PIN; or purchase goods or services
by PIN or signature at retail locations virtually anywhere that the network brand (American Express, Discover, Mastercard, Visa, etc.)
is accepted. Closed-loop cards can only be used at a specific merchant. Restricted-loop cards can be used at several merchants, or a defined
group of merchants, such as all merchants at a specific shopping mall.

22

The prepaid card market in the United States has
experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more
product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for
certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.

We manage all aspects of the prepaid card lifecycle,
from managing the card design and approval processes with partners and networks, to production, packaging, distribution and personalization.
We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We employ a 24/7/365 fully
staffed, in-house customer service department which utilizes bilingual customer service representatives, Interactive Voice Response, and
two-way short message service messaging and text alerts.

Currently, we are focusing our marketing efforts
on corporate incentive and expense prepaid card products in various market verticals including but not limited to general corporate expense,
healthcare related markets including patient affordability solutions, clinical trials and donor compensation, loyalty rewards and incentive
cards.

As part of our continuing platform expansion process,
we evaluate current and emerging technologies for applicability to our existing and future software platform. To this end, we engage with
various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology
components in the development of our software applications and service offerings. Third-party software may be used for highly specialized
business functions, which we may not be able to develop internally within time and budget constraints. Our principal target markets for
processing services include prepaid card issuers, retail and private-label issuers, small third-party processors and small and mid-size
financial institutions in the United States and Mexico.

We have devoted more extensive resources to sales
and marketing activities as we have added essential personnel to our marketing, sales and support teams. We market our Paysign payment
solutions through direct marketing by the Company’s sales team. Our primary market focus is on companies that require a streamlined
payment solution for rewards, rebates, payment assistance, and other payments to their customers, employees, agents and others. To reach
these markets, we focus our sales efforts on direct contact with our target market and attendance at various industry-specific conferences.
We may, at times, utilize independent contractors who make direct sales and are paid commissions and/or restricted stock awards. We market
our Paysign premier product through existing communication channels to a targeted segment of our existing cardholders, as well as to a
broad group of individuals, ranging from non-banked to fully banked consumers with a focus on long-term users of our product.

During the remainder of 2026, we plan to continue
to invest additional funds in technology improvements, sales and marketing, cybersecurity, fraud, customer service and regulatory compliance.
From time to time, we evaluate raising capital to enable us to diversify into new market verticals. If we do not raise new capital, we
believe that we will still be able to support our existing business and expand into new vertical markets using internally generated funds.

***Results of Operations***

*Comparison of the Three Months Ended June 30,
2026 to the Three Months Ended June 30, 2025*

The following table summarizes our condensed consolidated
financial results for the three months ended June 30, 2026 in comparison to the three months ended June 30, 2025:

| Line item | Three Months Ended June 30, 2026, (Unaudited) / 2026 | Three Months Ended June 30, 2026, (Unaudited) / 2025 | Variance / $ | Variance / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Plasma industry | $13,040,540 | $10,743,924 | $2,296,616 | 21.4% |
| Pharma industry | 14,649,133 | 7,753,906 | 6,895,227 | 88.9% |
| Other | 562,398 | 580,523 | (18,125) | (3.1%) |
| Total revenues | 28,252,071 | 19,078,353 | 9,173,718 | 48.1% |
| Cost of revenues | 10,355,048 | 7,323,188 | 3,031,860 | 41.4% |
| Gross profit | 17,897,023 | 11,755,165 | 6,141,858 | 52.2% |
| Gross margin % | 63.3% | 61.6% |  |  |
| Operating expenses |  |  |  |  |
| Selling, general and administrative | 8,546,278 | 8,197,461 | 348,817 | 4.3% |
| Depreciation and amortization | 2,339,829 | 2,120,097 | 219,732 | 10.4% |
| Total operating expenses | 10,886,107 | 10,317,558 | 568,549 | 5.5% |
| Income from operations | $7,010,916 | $1,437,607 | $5,573,309 | 387.7% |
| Other income | $894,203 | $605,160 | $289,043 | 47.8% |
| Net income | $6,756,537 | $1,387,761 | $5,368,776 | 386.9% |
| Net margin % | 23.9% | 7.3% |  |  |

23

The increase in total revenues of $9,173,718 for
the three months ended June 30, 2026 compared to the same period in the prior year consisted primarily of a $2,296,616 increase in plasma
revenue, a $6,895,227 increase in pharma revenue and a $18,125 decrease in other revenue. The increase in plasma revenue was primarily
due to an increase in plasma donations and dollars loaded to cards as the market appears to have returned to normalized growth following
elevated plasma inventory levels experienced throughout much of 2025, offset by the reduction of 46 net plasma centers during the prior
twelve-month period as existing customers closed underperforming plasma centers and one customer sold their plasma centers to a company
utilizing another payment provider. The increase in pharma revenue was primarily due to the financial benefit of 51 net pharma patient
affordability programs launched during the prior twelve-month period, and a corresponding increase in monthly management fees, setup fees,
claim processing fees and other billable services such as dynamic business rules and call center support. For the three months ended June
30, 2026 the number of claims processed increased approximately 54% compared to the same period in the prior year.

Cost of revenues for the three months ended June
30, 2026 increased $3,031,860 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees,
data connectivity and data center expenses, network fees, bank fees, card production and postage costs, call center support, program implementation
and sales and commission expense. The increase in cost of revenues consisted primarily of (i) increased call center support expense of
approximately $784,000 associated primarily with the growth in our plasma and pharma patient affordability businesses, a new customer
service contact center that opened in the fourth quarter of 2025, wage inflation pressures, a tight labor market and increased benefit
costs; (ii) increased sales and commission expense of approximately $249,000 related to the increase in overall revenue for programs in
which we pay commission expenses; and (iii) increased network and network related fees of approximately $2,241,000 associated with an
increase in plasma donations and dollars loaded to cards and 51 net pharma patient affordability programs. These increases were offset
by a decrease in plastics, collateral and postage of approximately $158,000 and other costs of approximately $85,000.

Gross profit for the three months ended June 30,
2026 increased $6,141,858 compared to the same period in the prior year resulting primarily from the launch of an additional 51 net pharma
patient affordability programs during the prior twelve-month period, and a corresponding increase in setup fees, monthly management fees,
claim processing fees and other billable fees. Gross profit also benefited from an increase in plasma donations and dollars loaded to
cards over the prior twelve-month period, and corresponding revenue and beneficial impact of a variable cost structure, as many of the
plasma transaction costs are variable in nature and are provided by third parties who charge us based on the number of active cards outstanding
and transactions that occurred during the period. The increase in gross profit was offset by increased costs from network fees, third-party
service providers, sales commission expense and customer service costs mentioned above, primarily driven by the overall growth in our
business. The increase in gross margin resulted primarily from a greater contribution of total revenue from our pharma patient affordability
business which has higher gross profit margins than our other businesses.

Selling, general and administrative expenses for
the three months ended June 30, 2026 increased $348,817 compared to the same period in the prior year and consisted primarily of an increase
in (i) compensation and benefits of approximately $573,000 due to continued hiring to support our growth, a tight labor market and increased
benefit costs; (ii) stock-based compensation of approximately $298,000 related to the issuance of restricted stock units for new hires
and employee retention; (iii) technologies and telecom expense of approximately $175,000 primarily related to ongoing platform security
investments; (iv) general expenses of approximately $93,000 primarily related to rent, conferences, deliveries and employee education;
(v) other expenses of approximately $186,000 primarily related to insurance and outside professional services associated with the company’s
SOX 404(b) readiness; and (vi) a decrease in capitalized platform development costs of approximately $15,000. The rise in costs was offset
by a one-time gain on the fair value of our contingent consideration (earn-out) of approximately $990,000 associated with the Gamma Innovation
LLC (“Gamma”) acquisition that closed on March 19, 2025 (see “Note 1 – Fair Value of Financial Instruments”
in the notes to the accompanying condensed consolidated financial statements).

Depreciation and amortization expense for the
three months ended June 30, 2026 increased $219,732 compared to the same period in the prior year. The increase in depreciation and amortization
expense was primarily due to the amortization of intangible assets from our Gamma acquisition, continued capitalization of new software
development costs and equipment purchases related to continued enhancements to our processing platform and employment growth.

24

For the three months ended June 30, 2026, we recorded
income from operations of $7,010,916 representing an improvement of $5,573,309 compared to income from operations of $1,437,607 during
the same period in the prior year related to the aforementioned factors.

Other income for the three months ended June 30,
2026 increased $289,043 primarily due to higher average bank account balances offset by the implied interest expense related to future
cash payments for the Gamma acquisition of $100,523 and slightly lower interest rates.

At June 30, 2026, our income tax expense for federal,
state and local taxes totaled $1,148,582, representing an effective tax rate of 14.5%. At June 30, 2025, our income tax provision was
$655,006, representing an effective tax rate of 32.1%. Both rates were based on our net operating income adjusted for discrete items that
occurred within the quarter and tax benefits related to our stock-based compensation. The significant driver in the discrete item adjustment
primarily related to the increase in stock price at June 30, 2026 when compared to the same period in the prior year.

The net income for the three months ended June
30, 2026 was $6,756,537, an improvement of $5,368,776 compared to the net income of $1,387,761 for the three months ended June 30, 2025.
The overall change in net income relates to the aforementioned factors.

*Comparison of the Six Months Ended June 30,
2026 to the Six Months Ended June 30, 2025*

The following table summarizes our condensed consolidated
financial results for the six months ended June 30, 2026 in comparison to the six months ended June 30, 2025:

| Line item | Six Months Ended June 30, 2026, (Unaudited) / 2026 | Six Months Ended June 30, 2026, (Unaudited) / 2025 | Variance / $ | Variance / % |
| --- | --- | --- | --- | --- |
| Revenues |  |  |  |  |
| Plasma industry | $24,789,151 | $20,153,804 | $4,635,347 | 23.0% |
| Pharma industry | 30,328,585 | 16,372,559 | 13,956,026 | 85.2% |
| Other | 1,172,759 | 1,150,139 | 22,620 | 2.0% |
| Total revenues | 56,290,495 | 37,676,502 | 18,613,993 | 49.4% |
| Cost of revenues | 20,174,527 | 14,230,509 | 5,944,018 | 41.8% |
| Gross profit | 36,115,968 | 23,445,993 | 12,669,975 | 54.0% |
| Gross margin % | 64.2% | 62.2% |  |  |
| Operating expenses |  |  |  |  |
| Selling, general and administrative | 17,460,932 | 15,598,220 | 1,862,712 | 11.9% |
| Depreciation and amortization | 4,975,985 | 3,921,100 | 1,054,885 | 26.9% |
| Total operating expenses | 22,436,917 | 19,519,320 | 2,917,597 | 14.9% |
| Income from operations | $13,679,051 | $3,926,673 | $9,752,378 | 248.4% |
| Other income | $1,695,066 | $1,367,358 | $327,708 | 24.0% |
| Net income | $12,195,455 | $3,973,861 | $8,221,594 | 206.9% |
| Net margin % | 21.7% | 10.5% |  |  |

25

The increase in total revenues of $18,613,993
for the six months ended June 30, 2026 compared to the same period in the prior year consisted primarily of a $4,635,347 increase in plasma
revenue, a $13,956,026 increase in pharma revenue and a $22,620 increase in other revenue. The increase in plasma revenue was primarily
due to an increase in plasma donations and dollars loaded to cards as the market appears to have returned to normalized growth following
elevated plasma inventory levels experienced throughout much of 2025, offset by the reduction of 46 net plasma centers during the prior
twelve-month period as existing customers closed underperforming plasma centers and one customer sold their plasma centers to a company
utilizing another payment provider. The increase in pharma revenue was primarily due to the financial benefit of 51 net pharma patient
affordability programs launched during the prior twelve-month period, and a corresponding increase in monthly management fees, setup fees,
claim processing fees and other billable services such as dynamic business rules and call center support. For the six months ended June
30, 2026 the number of claims processed increased approximately 52% compared to the same period in the prior year.

Cost of revenues for the six months ended June
30, 2026 increased $5,944,018 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees,
data connectivity and data center expenses, network fees, bank fees, card production and postage costs, call center support, program implementation
and sales and commission expense. The increase in cost of revenues consisted primarily of (i) increased call center support expense of
approximately $1,685,000 associated primarily with the growth in our plasma and pharma patient affordability businesses, a new customer
service contact center that opened in the fourth quarter of 2025, wage inflation pressures, a tight labor market and increased benefit
costs; (ii) increased sales and commission expense of approximately $515,000 related to the increase in overall revenue for programs in
which we pay commission expenses; and (iii) increased network and network related fees of approximately $4,009,000 associated with an
increase in plasma donations and dollars loaded to cards and the addition of 51 net pharma patient affordability programs. These increases
were offset by a decrease in plastics, collateral and postage of approximately $156,000 and bad debt of approximately $109,000.

Gross profit for the six months ended June 30,
2026 increased $12,669,975 compared to the same period in the prior year resulting primarily from the launch of an additional 51 net pharma
patient affordability programs during the prior twelve-month period, and a corresponding increase in setup fees, monthly management fees,
claim processing fees and other billable fees. Gross profit also benefited from an increase in plasma donations and dollars loaded to
cards over the prior twelve-month period, and corresponding revenue and beneficial impact of a variable cost structure, as many of the
plasma transaction costs are variable in nature and are provided by third parties who charge us based on the number of active cards outstanding
and transactions that occurred during the period. The increase in gross profit was offset by increased costs from network fees, third-party
service providers, sales commission expense and customer service costs mentioned above, primarily driven by the overall growth in our
business. The increase in gross margin resulted primarily from a greater contribution of total revenue from our pharma patient affordability
business which has higher gross profit margins than our other businesses.

Selling, general and administrative expenses for
the six months ended June 30, 2026 increased $1,862,712 compared to the same period in the prior year and consisted primarily of an increase
in (i) compensation and benefits of approximately $753,000 due to continued hiring to support our growth, a tight labor market and increased
benefit costs; (ii) stock-based compensation of approximately $910,000 related to the issuance of restricted stock units for new hires
and employee retention; (iii) technologies and telecom expense of approximately $255,000 primarily related to ongoing platform security
investments; (iv) general expenses of approximately $130,000 primarily related to rent, conferences, deliveries, merger and acquisition
costs and employee education; (v) other expenses of approximately $256,000 primarily related to insurance and outside professional services
associated with the company’s SOX 404(b) readiness; (vi) travel and entertainment of approximately $75,000; and (vii) a decrease
in capitalized platform development costs of approximately $475,000. The rise in costs was offset by a one-time gain on the fair value
of our contingent consideration (earn-out) of approximately $990,000 associated with the Gamma Innovation LLC (“Gamma”) acquisition
that closed on March 19, 2025 (see “Note 1 – Fair Value of Financial Instruments” in the notes to the accompanying
condensed consolidated financial statements).

Depreciation and amortization expense for the
six months ended June 30, 2026 increased $1,054,885 compared to the same period in the prior year. The increase in depreciation and
amortization expense was primarily due to the amortization of intangible assets from our Gamma acquisition, continued capitalization of
new software development costs and equipment purchases related to continued enhancements to our processing platform and employment growth.

26

For the six months ended June 30, 2026, we recorded
income from operations of $13,679,051 representing an improvement of $9,752,378 compared to income from operations of $3,926,673 during
the same period in the prior year related to the aforementioned factors.

Other income for the six months ended June 30,
2026 increased $327,708 primarily due to higher average bank account balances offset by the implied interest expense related to future
cash payments for the Gamma acquisition of $237,407 and slightly lower interest rates.

At June 30, 2026, our income tax expense for federal,
state and local taxes totaled $3,178,662, representing an effective tax rate of 20.7%. At June 30, 2025, our income tax provision was
$1,320,170, representing an effective tax rate of 24.9%. Both rates were based on our net operating income adjusted for discrete items
that occurred within the quarter and tax benefits related to our stock-based compensation. The significant driver in the discrete item
adjustment primarily related to the increase in stock price at June 30, 2026 when compared to the same period in the prior year.

The net income for the six months ended June
30, 2026 was $12,195,455, an improvement of $8,221,594 compared to the net income of $3,973,861 for the six months ended June 30, 2025.
The overall change in net income relates to the aforementioned factors.

***Key Performance Indicators and Non-GAAP Measures***

Management reviews several metrics to help us
monitor the performance of and identify trends affecting our business. We believe the following measures are the primary indicators of
our quarterly and annual revenues:

Gross Dollar Volume Loaded on Cards: Represents
the total dollar volume of funds loaded to all our prepaid card programs. Our gross dollar volume loaded on cards was $546 million and
$440 million for the three months ended June 30, 2026 and 2025, respectively. Our gross dollar volume loaded on cards was $1,071
million and $847 million for the six months ended June 30, 2026 and 2025, respectively. We use this metric to analyze the total amount
of money moving into our prepaid card programs. The year over year increase reflects an increase in loads we are experiencing in our plasma
programs as the market appears to have returned to normalized growth following elevated plasma inventory levels experienced throughout
much of 2025, in addition to growth in our pharma patient affordability program and other prepaid programs.

Conversion Rates on Gross Dollar Volume Loaded
on Cards: Represents revenues, gross profit or net income (loss) conversion rates of gross dollar volume loaded on cards which are calculated
by taking our total revenues, gross profit or net income (loss), respectively, as a numerator and dividing by the gross dollar volume
loaded on cards as a denominator. As we derive a number of our financial results from cardholder fees, we utilize these metrics as an
indication of the amount of money that is added to cards and will eventually be converted to revenues, gross profit and net income (loss).
Our total revenue conversion rates for the three months ended June 30, 2026 and 2025 were 5.17 % or 517 basis points (“bps”),
and 4.34% or 434 basis points, respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the three
months ended June 30, 2026 and 2025 were 3.28% or 328 bps, and 2.67% or 267 bps, respectively, of gross dollar volume loaded on cards.
Our net income conversion rates for the three months ended June 30, 2026 and 2025 were 1.24% or 124 bps, and 0.32% or 32 bps, respectively,
of gross dollar volume loaded on cards.

Our total revenue conversion rates for the six
months ended June 30, 2026 and 2025 were 5.26% or 526 bps, and 4.45% or 445 bps, respectively, of gross dollar volume loaded on cards.
Our total gross profit conversion rates for the six months ended June 30, 2026 and 2025 were 3.38% or 338 bps, and 2.77% or 277 bps, respectively,
of gross dollar volume loaded on cards. Our net income conversion rates for the six months ended June 30, 2026 and 2025 were 1.14% or
114 bps, and 0.47% or 47 bps, respectively, of gross dollar volume loaded on cards.

Management also reviews key performance indicators,
such as revenues, gross profit, operational expenses as a percentage of revenues, and cardholder participation. In addition, we consider
certain non-GAAP (or “adjusted”) measures to be useful to management and investors evaluating our operating performance for
the periods presented and provide a financial tool for evaluating our ongoing operations, liquidity and management of assets. This information
can assist investors in assessing our financial performance and measuring our ability to generate capital for deployment and investment
in new card programs. These adjusted metrics are consistent with how management views our business and are used to make financial, operating
and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute
for revenue, operating income, net income, earnings per share (basic and diluted) or net cash from operating activities as determined
in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported
by other companies, to be key performance indicators:

27

“EBITDA” is defined as earnings before
interest, income taxes, depreciation and amortization expense and “Adjusted EBITDA” reflects the adjustment to EBITDA to exclude
stock-based compensation expense and change in fair value of contingent consideration. A reconciliation of net income to Adjusted EBITDA
is provided in the table below.

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Reconciliation of Adjusted EBITDA to net income: |  |  |  |  |
| Net income | $6,756,537 | $1,387,761 | $12,195,455 | $3,973,861 |
| Income tax provision | 1,148,582 | 655,006 | 3,178,662 | 1,320,170 |
| Interest income, net | (894,203) | (605,160) | (1,695,066) | (1,367,358) |
| Depreciation and amortization | 2,339,829 | 2,120,097 | 4,975,985 | 3,921,100 |
| EBITDA | 9,350,745 | 3,557,704 | 18,655,036 | 7,847,773 |
| Stock-based compensation | 1,252,256 | 954,400 | 2,536,259 | 1,626,718 |
| Change in fair value of contingent consideration | (990,000) | – | (990,000) | – |
| Adjusted EBITDA | $9,613,001 | $4,512,104 | $20,201,295 | $9,474,491 |

“EBITDA margin” is defined as earnings
before interest, income taxes, depreciation and amortization expense as a percentage of the Company’s revenue and “Adjusted
EBITDA margin” reflects the adjustment to EBITDA margin to exclude stock-based compensation expense and change in fair value of
contingent consideration as a percentage of revenue. A reconciliation of net income margin to Adjusted EBITDA margin is provided in the
table below.

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Reconciliation of adjusted EBITDA margin to net income margin: |  |  |  |  |
| Net income margin | 23.9% | 7.3% | 21.7% | 10.5% |
| Income tax provision | 4.1% | 3.4% | 5.6% | 3.5% |
| Interest income, net | (3.2%) | (3.2%) | (3.0%) | (3.6%) |
| Depreciation and amortization | 8.3% | 11.1% | 8.8% | 10.4% |
| EBITDA margin | 33.1% | 18.6% | 33.1% | 20.8% |
| Stock-based compensation | 4.4% | 5.0% | 4.5% | 4.3% |
| Change in fair value of contingent consideration | (3.5%) | – | (1.8%) | – |
| Adjusted EBITDA margin | 34.0% | 23.7% | 35.9% | 25.1% |

**Liquidity and Capital Resources**

The following table sets forth the major sources
and uses of cash:

| Line item | Six Months Ended June 30, (Unaudited) / 2026 | Six Months Ended June 30, (Unaudited) / 2025 |
| --- | --- | --- |
| Net cash provided by (used in) operating activities | $20,081,074 | $(2,392,276) |
| Net cash used in investing activities | (3,518,107) | (6,253,535) |
| Net cash (used in) provided by financing activities | (5,065,139) | 215,748 |
| Net increase (decrease) in cash and restricted cash | $11,497,828 | $(8,430,063) |

28

*Comparison of Six Months Ended June 30, 2026
and 2025*

During the six months ended June 30, 2026 and
2025, we financed our operations through internally generated funds.

Operating activities provided $20,081,074 of cash
as of June 30, 2026, an increase of $22,473,350 compared to the same period in the prior year. This change in cash flow compared to the
change in cash flow in the prior period is primarily due to net increases in operating assets and liabilities. The changes in accounts
receivable, accounts payable, and customer card funding, a net increase of $14,390,693, are primarily related to the growth in our pharma
patient affordability business and timing of pass-through payments as we are invoiced by third-party service providers at the end of the
period and are due monies from our pharma patient affordability customers to cover these third-party payables. The increase in cash flow
from operating activities was also attributed to an increase in net income and non-cash adjustments for depreciation and amortization,
deferred income tax, stock-based compensation and lease expense; offset by an increase in gain in fair value of contingent consideration
and prepaid expenses and other current assets.

We used net cash in investing activities during
the six months ended June 30, 2026 and 2025 of $3,518,107 and $6,253,535, respectively. For the six months ended June 30, 2026, cash used
for investing activities was primarily attributable to an increase in licenses, fixed assets and capitalization of internally developed
software as we continue to invest in our technology platform. For the six months ended June 30, 2025, $4,253,535 in cash was used for
investing activities primarily attributable to an increase in licenses, fixed assets and capitalization of internally developed software
as we continue to invest in our technology platform. The remaining amount of $2,000,000 was used for the initial purchase consideration
payment related to the Company’s Gamma acquisition.

For the six months ended June 30, 2026, financing
activities resulted in a net cash outflow of $5,065,139, driven primarily by a $2,000,000 contract liability payment related to the Company’s
acquisition of Gamma. The remainder reflects taxes paid in connection with the net settlement of vested equity awards, for which 524,981
shares of common stock were withheld at a weighted average price of $6.08 per share, offset by $125,400 in stock option proceeds. For
the comparable prior-year period ended June 30, 2025, financing activities resulted in a net cash inflow of $215,748, attributable to
$591,534 of stock option proceeds, offset by the repurchase of 100,000 shares of common stock at a weighted average price of $3.76 per
share.

Our significant contractual cash requirements
also include ongoing payments for lease liabilities and acquisition. For additional information regarding our cash commitments and contractual
obligations, see “Note 2 – ACQUISITION” and “Note 5 – LEASE” in the notes to the accompanying condensed
consolidated financial statements.

***Sources of Liquidity***

At June 30, 2026, our available cash on hand,
excluding restricted cash was $27,372,858, an increase of $15,619,674 compared to the same period in the prior year, driven primarily
by improvements in our operating results. We believe this cash position, together with our forecast for revenues and cash flows for the
remainder of 2026 and through the second quarter of 2028, will be sufficient to sustain our operations for the next twenty-four months.
In light of the recent bank failures, we continue to monitor the health and soundness of our bank relationships through publicly available
information. Based on recent SEC filings, we have not discovered any issues that would cause us to alter our bank relationships.

***Critical Accounting Policies and Estimates***

Our significant accounting policies are described
in Note 2 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Our estimates are based on our experience and
our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ
significantly from our estimates.

29

## Item 3. Quantitative and
Qualitative Disclosures about Market Risk.**

Because we are a smaller reporting company, we
are not required to provide the information called for by this Item.

## Item 4. Controls and Procedures.

***Disclosure Controls and Procedures***

Disclosure controls and procedures means controls
and other procedures that are designed to ensure that the information we are required to disclose in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management,
including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on that evaluation,
our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of
June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q.

***Changes in Internal Control over Financial
Reporting***

During the quarter ended June 30, 2026, there
have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

30

**PART
II. OTHER INFORMATION**

**Item
1. Legal Proceedings.**

From time to time, we may become involved in various
lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently a party to
any pending or threatened legal proceedings that we believe could have a material adverse effect on our business or financial condition.

**Item
1A. Risk Factors.**

Because we are a smaller reporting company, we
are not required to provide the information called for by this Item.

**Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.**

During the quarter ended June 30, 2026, we did
not issue shares of common stock that were not registered under the Securities Act of 1933.

***Issuer Purchases of Equity Securities***

The following table sets forth certain information
relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange
Act during the three months ended June 30, 2026.

| Period | Total Number of Shares Purchased | Weighted Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
| --- | --- | --- | --- | --- |
| April 1, 2026 – April 30, 2026 | – | – | – | $5,000,000 |
| May 1, 2026 – May 31, 2026 | – | – | – | 5,000,000 |
| June 1, 2026 – June 30, 2026 | – | – | – | 5,000,000 |
| Total | – | – | – | $5,000,000 |

(1) On May 8, 2026, our Board authorized a stock repurchase program to repurchase up to $5 million of our common stock, subject to certain conditions, in the open market, in privately negotiated transactions, or by other means in compliance with Rule 10b-18 under the Exchange Act, over a 36-month period expiring May 7, 2029.

**Item
5. Other Information.**

During the quarter ended June 30, 2026, no director
or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”
(in each case, as defined in Item 408 of Regulation S-K).

## Item 6. Exhibits.

| 31.1* | Rule 13a-14(a)/15d-14(a) Certifications |
| --- | --- |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certifications |
| 32.1* | Section 1350 Certifications |
| 32.2* | Section 1350 Certifications |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |

**\*** Filed herewith.

31

**SIGNATURES**

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 thereunto duly authorized.

PAYSIGN, INC.

Date: August 6, 2026 */s/ Mark Newcomer*

By: Mark Newcomer, President and Chief Executive Officer<br>(principal executive officer)

Date: August 6, 2026 */s/ Jeff Baker*

By: Jeff Baker, Chief Financial Officer<br>(principal financial and accounting officer)

32

---

## CERTIFICATION

SEC source: [paysign_ex3101.htm](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3101.htm)

**Exhibit 31.1**

**CERTIFICATION**

I, Mark Newcomer, certify that:

1. I have reviewed this quarterly
report on Form 10-Q for the period ended June 30, 2026 (the “report”) of Paysign, Inc.;

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:

(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026 */s/ Mark Newcomer*

Mark Newcomer,<br>President and Chief Executive Officer<br>(principal executive officer)

---

## CERTIFICATION

SEC source: [paysign_ex3102.htm](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3102.htm)

**Exhibit 31.2**

**CERTIFICATION**

I, Jeff Baker, certify that:

1. I have reviewed this quarterly
report on Form 10-Q for the period ended June 30, 2026 (the “report”) of Paysign, Inc.;

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:

(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026 */s/ Jeff Baker*

Jeff Baker<br>Chief Financial Officer<br>(principal financial and accounting officer)

---

## CERTIFICATION

SEC source: [paysign_ex3201.htm](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3201.htm)

**Exhibit 32.1**

**SECTION 1350 CERTIFICATIONS**

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, I, Mark Newcomer, the President and Chief Executive Officer of Paysign, Inc., a Nevada
corporation (the “Company”), do hereby certify, to the best of my knowledge, that:

1. The Quarterly Report on Form 10-Q for the
period ended June 30, 2026 (the “Report”) of the Company fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.

*/s/ Mark Newcomer*

Mark Newcomer,<br>President and Chief Executive Officer<br>(principal executive officer)

Date: August 6, 2026

This certification accompanies the Quarterly Report
on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference
into any filing of Paysign, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether
made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such
filing.

---

## CERTIFICATION

SEC source: [paysign_ex3202.htm](https://www.sec.gov/Archives/edgar/data/1496443/000168316826006021/paysign_ex3202.htm)

**Exhibit 32.2**

**SECTION 1350 CERTIFICATIONS**

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jeff Baker, the Chief Financial Officer of Paysign, Inc., a Nevada corporation (the
“Company”), do hereby certify, to the best of my knowledge, that:

1. The Quarterly Report on Form 10-Q for the
period ended June 30 2026 (the “Report”) of the Company fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.

*/s/ Jeff Baker*

Jeff Baker<br>Chief Financial Officer<br>(principal financial and accounting officer)

Date: August 6, 2026

This certification accompanies the Quarterly Report
on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference
into any filing of Paysign, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether
made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such
filing.