10-K: GivBux Secures $10M+ in Convertible Notes and Warrants

GivBux Inc. has entered into a Securities Purchase Agreement to issue convertible promissory notes and warrants, aiming to raise up to $10 million to fund its general working capital and operating expenses.

Summary

• GivBux Inc. has entered into a Securities Purchase Agreement with investors to issue convertible promissory notes and warrants.
• The total aggregate principal amount of notes is up to $11,111,111.11, with an original issue discount (OID) of approximately 10% for each tranche.
• The company plans to use the proceeds for general working capital and operating expenses.
• The agreement outlines up to fourteen tranches for the sale of notes and warrants.
• The Lead Investor is Kips Bay Select, LP.
• The company has reserved shares of Common Stock for conversion of notes and exercise of warrants.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative sentiment due to the significant financial challenges (net losses, accumulated deficit, going concern warning) and revenue decline, despite securing new financing.

Positives

• Secures significant funding through convertible notes and warrants, providing capital for operations.
• Establishes a clear framework for multiple tranches of funding, allowing for staged capital infusion.
• Includes provisions for registration rights, aiming to facilitate future liquidity for investors.
• The company has reserved sufficient shares for potential conversion and exercise, mitigating immediate dilution concerns.
• The agreement includes representations and warranties from both the company and investors, ensuring a level of diligence and commitment.

Negatives

• The convertible notes and warrants, upon conversion or exercise, could lead to significant dilution for existing shareholders.
• The company has a history of net losses and an accumulated deficit, indicating ongoing financial challenges.
• The company's financial statements indicate a going concern issue, raising questions about its long-term viability without further funding.
• The convertible notes have original issue discounts and potentially variable conversion prices, which can be disadvantageous to the company.
• The company has experienced a significant decrease in revenue from $544,327 in 2024 to $289,156 in 2025.

Risks

• The issuance of additional shares upon conversion of notes or exercise of warrants could dilute existing shareholders' ownership.
• The company's financial condition shows a substantial accumulated deficit and net losses, raising concerns about its ability to continue as a going concern.
• The company's reliance on future financing, including the success of the S1 registration statement, presents execution risk.
• The convertible notes have varying conversion terms and discounts, which could lead to unfavorable dilution if the stock price fluctuates significantly.
• The company has a limited operating history in an evolving industry, making future prospects difficult to evaluate.
• The company has identified material weaknesses in its internal controls over financial reporting, which could lead to misstatements or reporting failures.

Future Outlook

The company intends to use the proceeds from the sale of notes and warrants to fund its general working capital and operating expenses. The company also has a filed S1 registration statement that is undergoing revisions, aiming to raise up to $11 million, which it believes will be sufficient to accelerate its marketing strategy, onboard new associates, and generate additional revenue.

Industry Context

StockSavvy.ai notes that this financing activity is common for early-stage FinTech companies seeking to fund product development, marketing, and operational expansion. The convertible note structure is often used to defer immediate equity dilution while providing capital, though it carries risks related to future dilution and interest expenses.

Legal Proceedings

• There are no current legal or pending suits against the company as per Item 3 of the 10-K filing.

Related Party Transactions

• As of December 31, 2025, the company had $807,740 in notes payable to related parties (Bearbull Market Dividends, Inc., Kenyatto Jones principal) and $3,275 due to related party.

Stakeholder Impact

• Existing shareholders may experience dilution due to the conversion of notes and exercise of warrants.
• Investors in the new convertible notes and warrants will gain a creditor position in the company.
• The company's ability to fund operations and execute its strategy will be impacted by the success of this financing.

Next Steps

• The company will proceed with the closings for each tranche of notes and warrants as per the agreement.
• The company will use the proceeds to fund its general working capital and operating expenses.
• The company is working on revisions to its S1 registration statement to raise additional capital.

Key Dates

Recommendation

The company is in a precarious financial position with significant net losses and a going concern warning, coupled with a revenue decline. While the new financing provides some runway, the inherent risks associated with early-stage companies and the potential for significant dilution from convertible instruments suggest a cautious approach. Investors should monitor the company's ability to execute its business plan and achieve profitability before considering a more aggressive stance.

Keywords

GivBux, Convertible Notes, Warrants, Securities Purchase Agreement, Financing, Capital Raise, SEC Filing, Form 10-K, FinTech, Mobile Wallet