S-1/A: GivBux Files S-1/A, Reveals Losses Amid Growth & Funding

GivBux, a Fin-Tech company, filed an S-1/A registration statement for the resale of 10.9 million shares by a selling stockholder, reporting increased revenues but widening net losses and significant going concern doubts.

Summary

• GivBux is a Fin-Tech company developing and marketing the GivBux Super-App, which offers mobile wallet, rewards, communication, social media, blockchain, AR, biometrics, charity donations, and real-time purchases.
• The company reported revenues of $544,327 for the year ended December 31, 2024, a 277% increase from $196,326 in 2023.
• Despite revenue growth, the net loss significantly widened to $3,316,192 in 2024 from $757,462 in 2023.
• As of December 31, 2024, the accumulated deficit reached $6,953,358, with current liabilities exceeding current assets by $3,109,331.
• For the three months ended March 31, 2025, revenues were $66,023, with a gross profit of $10,873, and a net loss of $526,819.
• The company has secured convertible note financing of up to $11,111,111.11 from Kips Bay Select, LP, with initial net proceeds of $510,000 used for past due rent and operational costs.
• The registration statement covers the resale of 10,894,624 shares of common stock by Kips Bay Select, LP, from which GivBux will not receive direct proceeds, but could receive up to $12.3 million if warrants are exercised.
• GivBux has 11,202 users, 258 merchants (mostly national brands), and 140 charities as of December 31, 2024.
• The company changed its auditor to Lao Professional Services in March 2025 after its previous auditor, Olayinka Oyebola & Co., was charged by the SEC.
• The common stock trades on the OTC ID Market under the symbol GBUX, with a last reported bid price of $0.36 on October 1, 2025, and is considered a 'Penny Stock' with very limited liquidity.

Sentiment

Score: 2

Explanation: The company exhibits severe financial distress with widening losses, a substantial accumulated deficit, and critical liquidity issues, raising significant going concern doubts. While revenue growth is positive, it's overshadowed by escalating expenses and a deteriorating financial position. The capital raise provides some short-term relief but is primarily for operational costs and does not fundamentally alter the precarious financial health. The 'Penny Stock' status and governance concerns further contribute to a highly negative outlook.

Positives

• Revenue increased significantly by 277% to $544,327 in 2024 from $196,326 in 2023, indicating strong top-line growth.
• The GivBux Super App has a growing ecosystem with 11,202 users, 258 merchants (including national brands), and 140 charities as of December 31, 2024.
• The company successfully secured convertible note financing of $510,000 (net) from Kips Bay Select, LP, providing capital for immediate operational costs and future development.
• The company has a clear strategy for future growth, including a network marketing approach to expand users, associates, and merchants, and plans for international expansion into Mexico and Canada.
• Beta testing with sales associates in late 2024 resulted in increased transactional revenue of $387,291, including $61,329 in subscription revenue, which is considered an 'excellent proof of concept'.

Negatives

• Net losses significantly widened to $3,316,192 in 2024 from $757,462 in 2023, and continued into Q1 2025 with a net loss of $526,819.
• The company has an accumulated deficit of $7,480,177 as of March 31, 2025, and current liabilities exceed current assets by $3,636,150, raising substantial doubt about its ability to continue as a going concern.
• Cash on hand is very low, at $17,153 as of March 31, 2025, down from $18,374 at December 31, 2024.
• Gross profit for Q1 2025 dropped significantly to $10,873 from $47,369 in Q1 2024, despite revenue growth, indicating increased cost of revenue.
• The company has substantial debt, including $927,359 in notes payable to related parties and $464,993 in convertible notes as of March 31, 2025, with many loans in default.
• Stock-based compensation for marketing services was $2,280,000 in 2024, a significant expense.
• The company's common stock is a 'Penny Stock' with very limited liquidity, trading on the OTC ID Market at $0.36 as of October 1, 2025.
• The company will not receive any proceeds from the current resale of 10,894,624 shares by the selling stockholder, Kips Bay Select, LP.

Risks

• Failure to manage growth effectively may 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.
• Limited operating history in an evolving industry makes future prospects difficult to evaluate and increases business risk.
• Dependence on payment processing services means the ability to attract and retain merchants relies on offering desired functionality at attractive prices.
• A majority of merchants are SMBs and individuals, which are more difficult and costly to retain and more susceptible to economic fluctuations.
• Reliance on subscription contracts means revenue recognition is spread over time, delaying the full reflection of sales downturns or upturns.
• The company may be unable to repay outstanding Notes Payable and Convertible Notes Payable, potentially leading to bankruptcy or inability to operate.
• Failure to maintain and enhance brand recognition in a cost-effective manner could harm business, financial condition, and results of operations.
• Heavy dependence on senior management and key technical employees means the loss of any key individual could severely impact the company.
• 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 the company to restructure or abandon transactions.
• Limited revenues and dependence on management funding for reporting obligations and administrative costs pose significant financial risks.
• Executive officers' ownership of preferred stock with super-voting provisions allows them to influence shareholder votes.
• Exposure to various legal proceedings, including class actions, arbitration, and government investigations, could result in substantial damages, fines, and reputational harm.
• Risks associated with handling customer funds, including fraud, unauthorized transactions, and financial institution insolvency, could lead to financial loss and reputational damage.
• Failure to offer high-quality customer support may adversely affect relationships with users and overall business.
• Challenges in successfully expanding into international markets could adversely affect long-term business potential.
• The company's success depends on the security of its platform for transmitting sensitive information; any breach could materially impact the business.
• Interruptions or performance problems with technology and infrastructure may adversely affect business and operating results.
• Defects, errors, or vulnerabilities in applications, backend systems, hardware, or third-party technology providers could harm reputation and operations.
• Risk management strategies may not be fully effective in mitigating all types of risk in rapidly changing market environments.
• History of net losses and increasing expenses mean profitability may not be achieved or maintained in the future.
• 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 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 means insufficient coverage or insurer failure could adversely affect the business.
• Intense competition in the mobile wallet sector from various competitors, including those with greater resources, could adversely affect operating results.
• Potential changes in the competitive landscape, including disintermediation from other payment chain participants, could harm the business.
• Significant resources expended on sales opportunities may not result in closed sales, adversely affecting financial condition.
• Substantial reliance on one third-party payment processor creates risks if that processor fails or terminates its relationship.
• Failure to comply with payment network requirements (e.g., PCI DSS) could lead to fines, suspension, or termination of registrations.
• Payment Network fees, influenced by competitors, or new regulations could negatively affect earnings.
• Reliance on merchants for service levels means their failure to maintain standards or changes in their operating costs could adversely affect the business.
• Primary reliance on Amazon Web Services means any disruption could adversely affect business, financial condition, and results of operations.
• Dependence on interoperability of the platform across third-party applications and services not controlled by the company poses risks.
• Reliance on third-party sources for market estimates and data means inaccuracies could harm reputation and investor evaluation.
• Partnerships with third parties are an important source of new business; reduction in referrals could adversely affect revenue growth.
• The business is subject to a variety of unsettled and developing U.S. laws and regulations, with non-compliance leading 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 the transaction processing business.
• Failure to comply with anti-money laundering, economic and trade sanctions, and FCPA laws could lead to penalties and adverse consequences.
• Regular collection and storage of personal information means evolving privacy and data security laws could incur additional costs and liabilities.
• Evolving government regulation of the Internet, mobile devices, and e-commerce could substantially adversely affect the business.
• Development of new products and services may subject the company to the authority of the Consumer Financial Protection Bureau (CFPB).
• Failure to adequately protect intellectual property rights could impair competitive position, lead to revenue reduction, and costly litigation.
• Exposure to intellectual property rights claims by third parties is costly to defend and could limit technology use.
• Use of open source software components carries risks of non-compliance with licenses and potential litigation.
• Inability to continue using or protecting domain names could decrease brand value.
• Operating as a public company incurs significant costs and regulatory compliance burdens, potentially straining resources and management attention.
• Senior management team has limited experience managing a public company, diverting attention from day-to-day business.
• The company's 'Penny Stock' status, limited liquidity, and significant resale limitations for shareholders.
• Future equity issuances for acquisitions or capital raises will dilute existing ownership.
• Certain provisions in articles of incorporation and bylaws, and Nevada law, may prevent or delay an acquisition, decreasing stock price.
• No cash dividends are expected for the foreseeable future, meaning investment gains depend solely on stock price appreciation.
• Lack of research or unfavorable research by securities or industry analysts could cause stock price and trading volume to decline.
• Sales of common stock by the Selling Stockholder could cause the stock price to decline and encourage short sales.

Future Outlook

The company plans to continue its network marketing strategy to increase users, associates, and merchants for its GivBux Super App, aiming for exponential growth over the next 18 months. It also intends to explore additional markets like Mexico and Canada for expansion. Management plans to raise additional operating funds through equity and/or debt offerings to support operations and growth, including further development of the Super App and covering executive compensation and operational costs. Newer versions of the GivBux Super App are scheduled for periodic releases to add functions and fix bugs, with a new version expected in early January 2025.

Management Comments

• Management believes that the $387,291 transactional revenue from Beta Testing in late 2024, a 99% increase over the previous year, is an 'excellent proof of concept'.
• Management intends to raise additional operating funds through equity and/or debt offerings to address the substantial doubt about the company's ability to continue as a going concern.
• Management estimates that approximately $1 million in funding is required to pay back creditors with convertible notes ($400,000) and $600,000 for product development and business growth.
• Management acknowledges that a lack of funding poses risks such as key individuals leaving, delays in app improvements, and slowing corporate growth.
• Robert Thompson, Director, Secretary and Treasurer, will be instrumental in overseeing the company's preparation and issuance of timely press releases to keep shareholders and the public aware of progress.

Industry Context

GivBux operates in the highly competitive Fin-Tech mobile wallet sector, which is characterized by constant technological change and innovation. The company's 'Super App' model, integrating payments, rewards, social features, and charitable giving, aims to differentiate itself from traditional mobile wallets and payment gateways. The industry is seeing increased focus on data-rich marketing tools for brands and evolving consumer behaviors, including the adoption of new payment technologies like crypto-currencies. GivBux's network marketing strategy is a direct response to the need for rapid user acquisition in this crowded market. The company faces competition from established players and new entrants, some of whom are well-capitalized and offer discounted services or innovative platforms.

Comparison to Industry Standards

• GivBux's revenue growth rate of 277% in 2024 is notable, but its significant net losses and accumulated deficit are concerning compared to more mature, profitable FinTech companies.
• The company's low cash balance ($17,153 as of March 31, 2025) and substantial working capital deficit ($3,636,150) are far below industry standards for stable, growing technology firms, indicating severe liquidity challenges.
• The reliance on convertible debt and related-party loans, with several in default, suggests difficulty in securing traditional financing, which is a red flag compared to companies with stronger balance sheets and access to diverse capital sources.
• The absence of formal Audit, Compensation, or Nominating and Corporate Governance Committees is atypical for a public company, even a smaller reporting company, and falls short of best-practice corporate governance standards seen in industry leaders.
• The 'Penny Stock' status and limited liquidity on the OTC ID Market indicate a significant discount and lack of investor confidence compared to FinTech companies listed on major exchanges like Nasdaq or NYSE.

Management Changes

Corporate Governance

Legal Proceedings

• There are no legal proceedings material to the company's business or financial condition pending, and no such legal proceedings are contemplated or threatened.

Related Party Transactions

• As of December 31, 2024, the company owed $955,165 to related parties (Bull Bear, Inc. and Bear Bull Market Dividends, Inc., controlled by Kenyatto Jones).
• As of March 31, 2025, notes payable to related parties totaled $927,359, with accrued interest of $124,841.
• The company had $3,275 due to related parties as of March 31, 2025, and December 31, 2024.
• During 2024, the company borrowed $37,871 from related parties and repaid $135,976.
• During 2023, the company borrowed $157,828 from related parties and repaid $148,552.
• The company accrued $120,000 in management fees in both 2024 and 2023, but paid only $5,000 in 2024 and $0 in 2023.
• The trademark 'GivBux' is held by the controlling shareholder, Bear Bull, Inc., an entity 100% controlled by Kenyatto Jones.

Stakeholder Impact

• **Shareholders:** Face significant dilution risk from convertible notes and future equity issuances. The 'Penny Stock' status and limited liquidity on the OTC ID Market make it difficult to sell shares. The current offering by a selling stockholder will not provide direct proceeds to the company, potentially increasing downward pressure on the stock price. Super-voting preferred stock held by management limits common shareholder influence.
• **Employees:** The company's precarious financial position and dependence on additional funding pose a risk of key individuals leaving for other opportunities, potentially impacting morale and operational stability.
• **Customers (Users & Merchants):** The company's ability to continually enhance the Super App and provide high-quality customer support is critical for retention and growth. Any disruptions in service or security breaches could harm relationships and usage. The focus on recruiting more local merchants aims to increase selections and decrease dependency on national brands, potentially benefiting local businesses.
• **Suppliers/Creditors:** The company has substantial outstanding debt, including loans and convertible notes, with several in default. This raises concerns about the company's ability to meet its financial obligations, potentially leading to costly litigation if defaults are not remedied.
• **Regulatory Bodies:** The company is subject to various U.S. laws and regulations, and any failure to comply could lead to claims, fines, or other penalties. The recent auditor change due to SEC charges highlights regulatory scrutiny.

Next Steps

• GivBux plans to continue its network marketing strategy to increase users, associates, and merchants for the Super App.
• Newer versions of the GivBux Super App are scheduled for periodic releases, with a new version expected in early January 2025.
• The company intends to raise additional operating funds through equity and/or debt offerings to support operations and growth.
• GivBux is preparing for international expansion into additional markets such as Mexico and Canada.
• The company must ensure the initial registration statement covering the resale of shares by Kips Bay Select, LP is declared effective by the SEC by October 13, 2025.

Key Dates

Recommendation

GivBux presents an extremely high-risk investment profile. The company is in severe financial distress, evidenced by rapidly widening net losses, a substantial accumulated deficit, and a critical working capital deficit that raises 'substantial doubt' about its ability to continue as a going concern. While revenue growth is present, it is unsustainable given the escalating operating expenses and deteriorating gross profit margins. The reliance on convertible debt, much of which is in default, and related-party loans, indicates a struggle to secure stable financing. The current S-1/A filing is for the resale of shares by a selling stockholder, meaning the company receives no direct capital from this offering, further exacerbating its liquidity issues. The 'Penny Stock' status, limited market liquidity, and governance concerns (lack of independent committees, super-voting preferred stock) compound the risks. The auditor change due to SEC charges against the previous auditor adds another layer of uncertainty and potential disruption. Given the overwhelming financial negatives, the significant operational risks, and the lack of clear path to profitability, a seasoned investor would view this as a 'strong sell' due to the high probability of further capital erosion and potential business failure.

Keywords

FinTech, Mobile Wallet, Super App, GivBux, SEC Filing, S-1/A, Convertible Notes, Warrants, Capital Raise, OTC Markets, Penny Stock, Financial Technology, Digital Payments, Rewards Program, Charitable Giving, Startup, Growth Company, Risk Factors, Corporate Governance, Liquidity, Net Loss, Accumulated Deficit, Share Dilution