S-1/A: GivBux Faces Financial Headwinds Amidst App Redesign and Capital Raise

GivBux, Inc. reports continued net losses and a significant accumulated deficit, relying on convertible debt financing while redesigning its Super App for a Q1 2026 release.

Summary

• GivBux, Inc. is a Fin-Tech company focused on the development and marketing of its GivBux Super-App, designed for mobile payments, rewards, charity donations, and social communication.
• The company reported a net loss of $3,292,137 for the nine months ended September 30, 2025, and an accumulated deficit of $33,393,365 as of the same date.
• Current liabilities exceeded current assets by $5,408,839 as of September 30, 2025, indicating substantial doubt about the company's ability to continue as a going concern.
• Revenue for the nine months ended September 30, 2025, was $211,814, a 35% decrease from $330,319 for the same period in 2024.
• Operating expenses for the nine months ended September 30, 2025, were $1,259,565, compared to $2,995,253 for the same period in 2024, with a significant portion in 2024 attributed to stock-based compensation for marketing services.
• The company closed a convertible note financing with Kips Bay Select, LP on May 7, 2025, for an initial principal amount of $566,666.68, providing gross proceeds of $510,000.
• This financing includes warrants to purchase up to 3,631,083 shares of common stock and allows for up to thirteen subsequent tranches, each for $811,111.11 in principal.
• The GivBux Super App has over 20,000 downloads and 12,500 users, 286 merchants, and 150 charities as of December 31, 2025.
• A newer version of the Super App is scheduled for release early first quarter of 2026, following a redesign period that resulted in fewer sales and lower user activity in Q3 2025.
• The company changed its auditor to Lao Professional Services in March 2025, after its previous auditor, Olayinka Oyebola & Co., was charged by the SEC with aiding and abetting antifraud violations.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with low sentiment due to persistent net losses, a deteriorating working capital position, and a significant reliance on dilutive financing, despite some operational growth metrics and future plans.

Positives

• The company successfully completed beta testing of its GivBux Super App, demonstrating proof of concept with transactional revenue increasing to $387,291 in the last 6 months of 2024, a 99% increase over the corresponding period in 2023.
• The GivBux Super App has a growing ecosystem with 12,500 users, 286 retailers (mostly national brands), and 150 charities as of December 31, 2025.
• The company has adopted a network marketing strategy to drive exponential growth in users, associates, and merchants, aiming for increased market exposure and revenue.
• The convertible notes are primarily held by parties considered 'friendly' to the company, who are not currently demanding repayment, providing some operational flexibility.
• The company recorded a net gain of $3,339,513 for the three months ended September 30, 2025, primarily due to a $4,242,649 gain in the fair value of derivative liabilities.

Negatives

• GivBux has a history of generating net losses, with a net loss of $3,292,137 for the nine months ended September 30, 2025, and an accumulated deficit of $33,393,365.
• Current liabilities of $5,602,227 significantly exceed current assets of $193,388 as of September 30, 2025, raising substantial doubt about the company's ability to continue as a going concern.
• Revenue for the nine months ended September 30, 2025, decreased by 35% to $211,814 compared to $330,319 in the same period of 2024.
• The company has $864,670 of debt payable to related parties and $535,500 of other loans payable, with nine loans totaling $300,350 in default as of September 30, 2025.
• The previous auditor, Olayinka Oyebola & Co., and its principal were charged by the SEC with aiding and abetting antifraud provisions, leading to a change in auditors and potential disruptions.
• The company's common stock is considered a 'penny stock' and is thinly traded on the Pink Sheets, with very limited liquidity, making it difficult for shareholders to resell shares.
• The issuance of additional shares from convertible notes could lead to significant dilution of the share price and negatively affect the company's ability to raise new capital.
• The company's senior management team has limited experience managing a public company, and regulatory compliance obligations may divert their attention from day-to-day business.

Risks

• Failure to manage growth effectively could hinder business plan execution, customer satisfaction, and competitive response.
• Inability to attract new users, retain existing users, and increase platform usage will adversely affect the business.
• Revenue growth may not be sustainable in future periods, and past performance is not indicative of future results.
• Limited operating history in an evolving industry makes future prospects difficult to evaluate and increases business risk.
• Dependence on offering payment processing services with desired functionality at attractive prices to attract and retain merchants.
• Operating results are significantly dependent on payment processing services, and revenue/gross profit can vary due to factors beyond control.
• A majority of merchants are SMBs and individuals, which are harder and costlier to retain and more susceptible to economic fluctuations.
• Reliance on subscription contracts means downturns in sales are not immediately reflected in results, and increasing average contract terms prolongs revenue recognition.
• Future revenue depends on expanding financial technology services and increasing their adoption, which may require new partnerships, regulatory compliance, and significant investment.
• Inability to repay notes payable and convertible notes payable could lead to bankruptcy or inability to operate, and conversion could dilute share price.
• Failure to maintain and enhance brand recognition cost-effectively could harm business, financial condition, and results of operations.
• Dependence on senior management and key technical employees means loss of any key employee could harm business.
• Difficulty in recruiting, retaining, and developing qualified personnel is critical to success and growth.
• Executive officers and directors may have conflicts of interest due to time allocation to other business activities.
• Inability to obtain additional financing when required could compel restructuring or abandonment of transactions.
• Limited revenues and dependence on management's willingness to fund reporting obligations and administrative costs.
• Executive officers are in a position to influence certain actions requiring shareholder vote due to super-voting preferred stock.
• Exposure to various legal proceedings could adversely affect business, financial condition, or results of operations.
• Risks associated with handling customer funds, including fraud, unauthorized transactions, or financial institution insolvency.
• Failure to offer high-quality customer support may adversely affect relationships with users.
• Long-term potential may be adversely affected if unable to expand successfully into international markets.
• Success depends on the security of the platform for transmitting sensitive information; any breach could materially impact business.
• Interruptions or performance problems with technology and infrastructure may adversely affect business and operating results.
• Success depends on the ability to continually enhance platform performance, reliability, and features in a rapidly changing market.
• Defects, errors, or vulnerabilities in applications or third-party technology could harm reputation and adversely impact business.
• Risk management strategies may not be fully effective in mitigating all types of risk.
• Unfavorable conditions in the FinTech industry or global economy could limit business growth and impact financial performance.
• Results of operations may be adversely affected by changes in foreign currency exchange rates.
• Ability to use net operating loss carryforwards and certain other tax attributes may be limited by ownership changes or regulatory changes.
• Seasonal fluctuations in financial results could cause stock price volatility.
• Reliance on third-party insurance policies; insufficient coverage or inability of providers to meet obligations could adversely affect business.
• Intensely competitive markets; failure to compete effectively could adversely affect operating results.
• Potential changes in the competitive landscape, including disintermediation from other payment chain participants, could harm business.
• Significant resources expended on sales opportunities; failure to close sales could adversely affect business.
• Substantial reliance on one third-party payment processor; risks related to managing this relationship or future processors.
• Failure to comply with applicable requirements of payment networks could result in fines, suspension, or termination of registrations.
• Rules related to interchange and other fees may be influenced by competitors; increases or new regulations could negatively affect earnings.
• Reliance on merchants for many aspects of business; failure to maintain service levels or changes in operating costs could adversely affect business.
• Primary reliance on Amazon Web Services; any disruption could adversely affect business.
• Dependence on interoperability of platform across third-party applications and services not controlled by the company.
• Estimates and information based on third-party sources may contain inaccuracies, harming reputation and affecting business evaluation.
• Partnerships with third parties are an important source of new business; reduction in referrals could adversely affect revenue.
• Business is subject to evolving U.S. laws and regulations, and non-compliance could lead to claims or adverse effects.
• Changes in legislative and regulatory policy affecting payment processing could have a material adverse effect.
• Failure to comply with NACHA Rules could materially harm transaction processing business.
• Failure to comply with anti-money laundering, economic and trade sanctions regulations, FCPA, and similar laws could subject the company to penalties.
• Regular collection and storage of personal information means domestic and international privacy and data security laws apply, incurring costs and liabilities.
• Government regulation of the Internet, mobile devices, and e-commerce is evolving, and unfavorable changes could adversely affect business.
• Developing new products and services may subject the company to the authority of the Consumer Financial Protection Bureau.
• Failure to adequately protect intellectual property rights could impair competitive position, lead to lost assets, reduced revenue, and costly litigation.
• Subject to intellectual property rights claims by third parties, which are costly to defend and could limit technology use.
• Use of open source software components; failure to comply with licenses could negatively affect product sales and lead to litigation.
• Inability to continue using current domain names or prevent third parties from using similar ones could decrease brand value.
• As a public reporting company, subject to SEC and PCAOB rules, failure to maintain effective internal controls could lead to inaccurate financial reporting.
• Identified material weaknesses in internal controls over financial reporting, with potential for future weaknesses.
• As an emerging growth company, reduced disclosure requirements may make Class A common stock less attractive to investors.
• Incurring significant costs as a public company, including compliance and potential stockholder activism.
• Senior management team has limited experience managing a public company, diverting attention from day-to-day business.
• Common stock is a 'Penny Stock,' which reduces trading activity and makes it harder to sell.
• Very limited liquidity of common stock on the Pink Sheets.
• Significant limitations on shareholders' ability to resell common stock due to lack of market or state Blue Sky laws.
• Exemption from Section 14A(a) and (b) of the Exchange Act for executive compensation approval as an emerging growth company.
• As a smaller reporting company, reduced disclosure obligations may make comparisons with other public companies difficult.
• Percentage of ownership may be diluted in the future due to equity issuances.
• Certain provisions in articles of incorporation, bylaws, and Nevada law may prevent or delay an acquisition, decreasing stock price.
• No expectation to pay cash dividends for the foreseeable future; investment gain depends on stock price appreciation.
• If securities or industry analysts do not publish research or publish unfavorable research, stock price and trading volume could decline.
• Previous auditor charged by SEC with antifraud violations, causing a change in auditors and potential disruptions.
• Selling Stockholder may sell 34,523,278 shares, likely causing stock price to decline.
• Sale of common stock by Selling Stockholder could encourage short sales, further declining stock price.

Future Outlook

The company plans to increase its user base, associates, and merchants through a network marketing strategy, with additional markets like Mexico and Canada being prepared for expansion. A newer version of the GivBux Super App is scheduled for release in early Q1 2026. The company estimates needing approximately $1 million in funding to repay creditors ($400,000) and for product development and business growth ($600,000), with additional funding required for future acquisitions.

Management Comments

• Management believes that the beta testing results, with a 99% increase in transactional revenue in the last 6 months of 2024 over the previous year, represent an 'excellent proof of concept'.
• Management acknowledges that the company has limited revenues and depends on the willingness of management to fund reporting obligations and administrative costs.
• Management believes that the convertible notes do not present a 'huge financial risk' for the company as they represent less than 0.65% of total authorized shares if fully converted.

Industry Context

StockSavvy.ai notes that GivBux operates in the highly competitive Fin-Tech mobile wallet sector, which is characterized by rapid technological change and innovation. The company's 'Super App' model, integrating payments, rewards, social features, and charity donations, aims to differentiate itself from traditional payment portals and credit card reward programs. The industry is seeing increased scrutiny from regulators regarding consumer protection, data privacy, and anti-money laundering, which GivBux must navigate. The network marketing strategy is a less common approach in this sector, potentially offering rapid user growth but also carrying execution risks.

Comparison to Industry Standards

• GivBux's reported user base of 12,500 and 286 merchants as of December 31, 2025, is significantly smaller compared to established mobile payment platforms like PayPal (over 400 million active users) or Apple Pay (over 500 million users), indicating a nascent stage of market penetration.
• The company's accumulated deficit of $33.4 million and negative working capital of $5.4 million as of September 30, 2025, are typical for early-stage technology companies focused on growth, but also highlight a substantial need for capital compared to more mature, profitable industry players.
• The 35% decrease in revenue for the nine months ended September 30, 2025, contrasts with the general growth trend in the digital payments market, which has seen consistent expansion, though this is attributed to an app redesign period.
• The reliance on convertible debt with significant discounts and warrants, along with related-party debt, is common for smaller reporting companies with limited access to traditional financing, but it also signals higher risk and potential dilution compared to companies with stronger balance sheets and access to institutional capital.

Corporate Governance

Legal Proceedings

• No legal proceedings material to the business or financial condition are pending, contemplated, or threatened.

Related Party Transactions

• As of September 30, 2025, the company had $864,670 in notes payable to related parties (Bull Bear, Inc. and Bear Bull Market Dividends, Inc., controlled by Kenyatto Jones). These notes are unsecured, 3% interest-bearing, and due on demand.
• During the nine months ended September 30, 2025, the company obtained $7,250 in loans from related parties and repaid $120,509 to related parties, recognizing $19,489 in interest.
• As of September 30, 2025, the company had $3,275 due to related parties.

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from convertible notes and warrants, especially given the low stock price and substantial number of shares to be issued. The penny stock status and limited liquidity further impact their ability to trade.
• **Investors (Kips Bay Select, LP)**: Have secured a senior position with convertible notes and warrants, including registration rights and security interests in all company assets, providing a degree of protection but also exposure to the company's going concern risk.
• **Employees**: The company's financial instability and dependence on future funding pose job security risks. The rapid growth and need for qualified personnel indicate potential opportunities but also strain on existing staff.
• **Customers (Users & Merchants)**: The success of the GivBux Super App depends on its continued development and expansion. Delays in app updates or financial instability could impact service quality and merchant network growth.
• **Creditors**: Face risk due to the company's negative working capital and defaulted loans. The security interests granted to Kips Bay Select, LP may impact the recovery prospects of other unsecured creditors.

Next Steps

• File an initial Registration Statement on Form S-1 covering the resale of all Registrable Securities by the Filing Deadline (21st calendar day after the Initial Closing).
• Cause the initial Registration Statement to be declared effective by the SEC by the Effectiveness Deadline (earlier of 60th calendar day after Filing Deadline or 2nd Business Day after SEC notification of no further review).
• Release a newer version of the GivBux Super App in early Q1 2026.
• Continue to recruit more local merchants to increase service/goods selections and decrease dependency on national brands.
• Prepare for expansion into additional markets such as Mexico and Canada.
• Raise approximately $1 million in additional funding for creditor repayment and product development/business growth, with more for future acquisitions.

Key Dates

Recommendation

The company exhibits severe financial distress, with a substantial accumulated deficit, negative working capital, and persistent net losses. The 35% revenue decline in the most recent nine-month period, coupled with multiple defaulted loans, highlights significant operational challenges. While a capital raise is underway, the terms involve substantial dilution and a lien on all company assets, indicating a high-risk funding environment. The 'going concern' doubt expressed by management and auditors, along with the 'penny stock' status and limited liquidity, makes this a highly speculative and unfavorable investment. The risks far outweigh any potential upside from the app's development or network marketing strategy.

Keywords

FinTech, Super App, Mobile Wallet, GivBux, SEC Filing, Convertible Note, Warrants, Capital Raise, Financial Performance, Net Loss, Accumulated Deficit, Going Concern, OTC Market, GBUX, Risk Factors, Corporate Governance, Auditor Change, Share Dilution, Network Marketing, Payment Processing, Customer Acquisition, Regulatory Compliance, Intellectual Property, Penny Stock