GIVBUX Posts Q3 Gain on Derivatives, Revenue Plummets
Ticker: GBUX · Form: 10-Q · Filed: Nov 19, 2025 · CIK: 1169138
Sentiment: bearish
Topics: Going Concern, Derivative Liabilities, Revenue Decline, Net Loss, Accumulated Deficit, OTC Markets, High Risk
TL;DR
**GBUX's Q3 'gain' is a mirage from derivatives, avoid this cash-burning, revenue-shrinking stock facing going concern doubts.**
AI Summary
GIVBUX, INC. (GBUX) reported a net gain of $3,339,513 for the three months ended September 30, 2025, a significant improvement from a net loss of $(224,406) in the prior year period. However, for the nine months ended September 30, 2025, the company still posted a net loss of $(3,292,137), compared to a net loss of $(3,019,598) in the same period of 2024. Revenue declined substantially, falling to $89,988 for the three months ended September 30, 2025, from $257,920 in the prior year, and to $211,814 for the nine months ended September 30, 2025, from $330,319 in 2024. The company's accumulated deficit reached $(33,393,365) as of September 30, 2025, and current liabilities exceeded current assets by $(5,408,839), indicating substantial doubt about its ability to continue as a going concern. A major factor in the quarterly net gain was a $4,242,649 change in fair value of derivative liabilities, offsetting significant interest expense of $(446,138) for the quarter. The company raised $1,113,059 from convertible notes during the nine months ended September 30, 2025.
Why It Matters
GIVBUX's Q3 net gain, driven by a non-cash derivative revaluation, masks a concerning decline in core revenue and persistent operational losses. This signals a precarious financial position for investors, as the company's ability to generate sustainable income is questionable, and its going concern warning highlights significant risk. Employees and customers face uncertainty given the company's reliance on financing and its substantial accumulated deficit. In a competitive market, GBUX's shrinking revenue base suggests a struggle to gain traction, making it difficult to compete with more financially stable peers.
Risk Assessment
Risk Level: high — GIVBUX has an accumulated deficit of $(33,393,365) as of September 30, 2025, and current liabilities exceed current assets by $(5,408,839). These factors, explicitly stated in the 'Going Concern' note, create substantial doubt about the company's ability to continue operations.
Analyst Insight
Investors should exercise extreme caution and consider divesting GBUX shares. The company's reliance on non-cash derivative gains to report a quarterly profit, coupled with declining revenue and a significant accumulated deficit, indicates fundamental business challenges and high financial risk.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $89,988
- operating Margin
- -507.8%
- total Assets
- $208,696
- total Debt
- $5,602,227
- net Income
- $3,339,513
- eps
- $0.04
- gross Margin
- 60.3%
- cash Position
- $82,383
- revenue Growth
- -65.1%
Key Numbers
- $89,988 — Revenue (Q3 2025) (Decreased from $257,920 in Q3 2024, indicating a significant decline in core business.)
- $(3,292,137) — Net Loss (YTD Q3 2025) (Represents continued operational losses, slightly worse than $(3,019,598) in YTD Q3 2024.)
- $(33,393,365) — Accumulated Deficit (Highlights severe historical losses and a weak equity position as of September 30, 2025.)
- $(5,408,839) — Working Capital Deficit (Current liabilities exceed current assets, indicating liquidity challenges and going concern risk.)
- $4,242,649 — Change in fair value of derivative liabilities (Q3 2025) (Primary driver of the reported net gain for the quarter, a non-cash item.)
- $1,113,059 — Proceeds from convertible notes (YTD Q3 2025) (Indicates reliance on debt financing to fund operations.)
- $1,864,200 — Derivative liabilities (Significant liability on the balance sheet as of September 30, 2025, up from $319,337 at December 31, 2024.)
- $82,383 — Cash (September 30, 2025) (Low cash balance relative to liabilities, despite an increase from $18,374 at December 31, 2024.)
Key Players & Entities
- GIVBUX, INC. (company) — registrant
- Umesh Singh (person) — CEO
- Robert Thompson (person) — Director
- Michael Arnkvarn (person) — Director
- FINRA (regulator) — approved name change and reverse split
- GivBux Global Partners, Inc. (company) — wholly owned subsidiary after reverse acquisition
- $3,339,513 (dollar_amount) — Net Gain for three months ended September 30, 2025
- $(3,292,137) (dollar_amount) — Net Loss for nine months ended September 30, 2025
- $(33,393,365) (dollar_amount) — Accumulated Deficit as of September 30, 2025
- $4,242,649 (dollar_amount) — Change in fair value of derivative liabilities for three months ended September 30, 2025
FAQ
What caused GIVBUX, INC.'s net gain in the third quarter of 2025?
GIVBUX, INC.'s net gain of $3,339,513 for the three months ended September 30, 2025, was primarily driven by a $4,242,649 change in the fair value of derivative liabilities, a non-cash item.
How did GIVBUX's revenue perform in the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, GIVBUX's revenue was $211,814, a decrease from $330,319 reported in the same period of 2024, indicating a significant decline in sales.
What is the accumulated deficit for GIVBUX, INC. as of September 30, 2025?
As of September 30, 2025, GIVBUX, INC. reported an accumulated deficit of $(33,393,365), reflecting substantial historical losses.
Does GIVBUX, INC. have a going concern issue?
Yes, the filing explicitly states there is substantial doubt about GIVBUX, INC.'s ability to continue as a going concern due to net losses of $3,292,137 for the nine months ended September 30, 2025, and current liabilities exceeding current assets by $5,408,839.
How much cash did GIVBUX, INC. have at the end of Q3 2025?
GIVBUX, INC. had $82,383 in cash as of September 30, 2025, an increase from $18,374 at December 31, 2024.
What is the significance of the derivative liabilities on GIVBUX's balance sheet?
Derivative liabilities increased significantly to $1,864,200 as of September 30, 2025, from $319,337 at December 31, 2024. The change in fair value of these liabilities was a major non-cash contributor to the Q3 net gain, but also represents a substantial financial obligation.
What is GIVBUX's strategy to address its going concern risk?
Management intends to raise additional operating funds through equity and/or debt offerings, but there is no assurance of success, as stated in the 'Going Concern' note.
How many common shares of GIVBUX, INC. were outstanding as of September 30, 2025?
As of September 30, 2025, GIVBUX, INC. had 94,851,733 common shares issued and outstanding.
What was the basic and diluted loss per common share for GIVBUX, INC. in Q3 2025?
For the three months ended September 30, 2025, GIVBUX, INC. reported a basic and diluted gain per common share of $0.04, contrasting with a loss of $(0.00) in the prior year period.
What was the impact of the reverse acquisition on GIVBUX's financial statements?
The reverse acquisition on January 7, 2021, resulted in a recapitalization where GivBux Global Partners, Inc. was the accounting acquirer. The historical financial statements prior to this date are those of GivBux Global, and all share and per share information has been retroactively restated.
Risk Factors
- Going Concern Uncertainty [high — financial]: The company has a substantial accumulated deficit of $(33,393,365) as of September 30, 2025, and a working capital deficit of $(5,408,839). This indicates significant doubt about its ability to continue as a going concern.
- Reliance on Debt Financing [high — financial]: GivBux raised $1,113,059 from convertible notes during the nine months ended September 30, 2025. The company also has significant convertible notes and loans payable on its balance sheet, indicating a heavy reliance on debt to fund operations.
- Volatile Derivative Liability Valuation [medium — financial]: A significant $4,242,649 change in the fair value of derivative liabilities contributed to the net gain in Q3 2025. This non-cash item introduces volatility and unpredictability to reported earnings.
- Declining Revenue [high — operational]: Revenue for the three months ended September 30, 2025, fell to $89,988 from $257,920 in the prior year, and year-to-date revenue declined to $211,814 from $330,319. This substantial decrease signals challenges in the core business operations.
- Increasing Derivative Liabilities [medium — financial]: Derivative liabilities increased substantially from $319,337 at December 31, 2024, to $1,864,200 as of September 30, 2025. This significant increase in a volatile financial instrument poses a risk.
Industry Context
GivBux, Inc. operates in a challenging financial landscape, characterized by intense competition and evolving market dynamics. Companies in this sector often rely on innovative financial instruments and strategic financing to navigate operational hurdles and growth opportunities. The current economic climate may further pressure companies with declining revenues and significant debt burdens.
Regulatory Implications
The company's financial instability and potential going concern issues could attract increased scrutiny from regulatory bodies like the SEC. Failure to address these issues could lead to delisting from exchanges or other enforcement actions. Compliance with financial reporting standards remains critical.
What Investors Should Do
- Monitor cash burn and liquidity
- Analyze the sustainability of reported gains
- Evaluate the impact of convertible notes
- Assess the going concern risk
Key Dates
- 2025-09-30: Quarterly Financial Reporting — Reported a net gain of $3,339,513 for Q3 2025, driven by derivative fair value changes, but a continued YTD net loss of $(3,292,137) and declining revenue.
- 2025-09-30: Balance Sheet Date — Revealed a significant working capital deficit of $(5,408,839) and an accumulated deficit of $(33,393,365), raising going concern issues.
- 2025-01-01: Start of Fiscal Year — Beginning of the period for which year-to-date financial results are reported.
- 2024-09-30: Prior Year Quarter Comparison — Q3 2024 reported a net loss of $(224,406) and revenue of $257,920, providing a baseline for the current period's significant revenue decline.
Glossary
- Accumulated deficit
- The total net losses of a company over its lifetime that have not been offset by net gains. (Indicates the company's long-term unprofitability, reaching $(33,393,365) as of September 30, 2025.)
- Working capital deficit
- Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity problems. (GivBux has a deficit of $(5,408,839) as of September 30, 2025, highlighting liquidity challenges.)
- Change in fair value of derivative liabilities
- The unrealized gain or loss resulting from changes in the market value of financial instruments classified as derivative liabilities. (A $4,242,649 increase in this item significantly boosted Q3 2025 net income, but it's a non-cash and volatile component.)
- Convertible notes
- Debt instruments that can be converted into a predetermined amount of the issuer's equity. (GivBux raised $1,113,059 from these notes YTD Q3 2025 and has $1,326,350 outstanding, showing reliance on this financing method.)
- Going concern
- An accounting assumption that a business will continue to operate for the foreseeable future. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)
Year-Over-Year Comparison
Compared to the prior year period, GivBux, Inc. experienced a dramatic revenue decline, with Q3 revenue falling by 65.1% and YTD revenue down by 35.9%. While the company reported a net gain of $3,339,513 in Q3 2025, this was largely due to a significant non-cash increase in the fair value of derivative liabilities, masking a continued YTD net loss that slightly worsened from $(3,019,598) to $(3,292,137). The company's financial position has deteriorated, evidenced by a substantial increase in total liabilities and a growing accumulated deficit.
Filing Stats: 4,487 words · 18 min read · ~15 pages · Grade level 16.8 · Accepted 2025-11-19 15:23:14
Filing Documents
- gbux_10q.htm (10-Q) — 965KB
- gbux_ex411.htm (EX-4.11) — 35KB
- gbux_ex412.htm (EX-4.12) — 104KB
- gbux_ex413.htm (EX-4.13) — 108KB
- gbux_ex414.htm (EX-4.14) — 151KB
- gbux_ex311.htm (EX-31.1) — 12KB
- gbux_ex312.htm (EX-31.2) — 13KB
- gbux_ex32.htm (EX-32) — 6KB
- gbux_10qimg12.jpg (GRAPHIC) — 12KB
- gbux_ex411img2.jpg (GRAPHIC) — 3KB
- 0001640334-25-002175.txt ( ) — 5831KB
- gbux-20250930.xsd (EX-101.SCH) — 54KB
- gbux-20250930_lab.xml (EX-101.LAB) — 321KB
- gbux-20250930_cal.xml (EX-101.CAL) — 45KB
- gbux-20250930_pre.xml (EX-101.PRE) — 256KB
- gbux-20250930_def.xml (EX-101.DEF) — 139KB
- gbux_10q_htm.xml (XML) — 977KB
– Financial Information
Part I – Financial Information
Financial Statements
Item 1. Financial Statements 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Quantitative and Qualitative Disclosures About Market Risk
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
Controls and Procedures
Item 4. Controls and Procedures 26
– Other Information
Part II – Other Information
Legal Proceedings
Item 1. Legal Proceedings 28
Risk Factors
Item 1A. Risk Factors 28
Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
Defaults Upon Senior Securities
Item 3. Defaults Upon Senior Securities 28
Other Information
Item 5. Other Information 28
Exhibits
Item 6. Exhibits 28
Signatures
Signatures 29 2 of 29 Table of Contents
—FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION
Financial Statements
Item 1. Financial Statements. GivBux, Inc Consolidated Balance sheets (Unaudited) September 30, December 31, 2025 2024 Assets Current assets Cash $ 82,383 $ 18,374 Prepaid expenses 49,125 4,583 Other receivable 280 180 Deferred offering costs 61,600 - Total current assets 193,388 23,137 Property and equipment, net 15,308 - Total Assets $ 208,696 $ 23,137 Liabilities and Stockholders' Deficit Current Liabilities Accounts payable $ 263,663 $ 188,862 Accrued liabilities 702,844 759,789 Advances for convertible notes to be issued 45,000 - Due to related party 3,275 3,275 Notes payable - related parties 861,395 955,165 Loans payable, net discount of $ 0 535,500 526,150 Convertible notes, net discount of $ 437,738 and $ 126,839 1,326,350 379,890 Derivative liabilities 1,864,200 319,337 Total Current Liabilities 5,602,227 3,132,468 Total Liabilities 5,602,227 3,132,468 Stockholders' Deficit Preferred stock: 10,000,000 authorized; $ 0.001 par value 0 shares issued and outstanding - - Common stock: 100,000,000 authorized; $ 0.001 par value 94,851,733 and 94,572,767 shares issued and outstanding, respectively 94,852 94,573 Additional paid in capital 27,834,982 3,679,454 Common stock to be issued, 46,667 shares 70,000 70,000 Accumulated deficit ( 33,393,365 ) ( 6,953,358 ) Total Stockholders' Deficit ( 5,393,531 ) ( 3,109,331 ) Total Liabilities and Stockholders' Deficit $ 208,696 $ 23,137 See accompanying notes to unaudited consolidated financial statements. 3 of 29 Table of Contents GivBux, Inc Consolidated Statement of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenue $ 89,988 $ 257,920 $ 211,814 $ 330,319 Cost of revenue 35,764 142,202 130,348 142,202 Gross profit 54,224 115,718 81,466 188,117 Operating expense
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements September 30, 2025 (Unaudited) NOTE 1 – COMPANY OVERVIEW AND GOING CONCERN On January 15, 2021, FINRA declared effective a change of name of the Company from Senaida Tire Company, Ltd. to GivBux, Inc. (the "Company", "GivBux") and a 1-for-20 reverse split of the Company's common stock. As a condition for approval of the corporate actions, FINRA required the Company to issue 78,125,000 pre-split shares of common stock to the shareholders of GivBux Global Partners, Inc. in exchange for all of the issued and outstanding shares of common stock of GivBux Global Partners, Inc. This requirement was contrary to the terms of the amended Share Exchange Agreement between the Company and GivBux Global Partners, Inc. (the "Agreement"), as these 78,125,000 shares were required pursuant to the Agreement to be issued after the 1-for-20 reverse split, thus being post-split shares. As a result, the Company was contractually required to issue an additional 74,218,050 shares of the Company's post-split common stock to the former common stock shareholders of GivBux Global Partners, Inc., such that the total number of shares issued pursuant to the share exchange equals that number required by the Agreement. Share Exchange and Reorganization On January 7, 2021 (the "Effective Date"), GivBux Global Partners, Inc. ("GivBux Global") became a 100 % subsidiary of GivBux. Furthermore, the Company entered into and closed on a share exchange agreement with GivBux and its shareholders. Pursuant to the terms of the share exchange agreement, GivBux issued 78,125,000 shares of its unregistered post-split common stock to the shareholders of GivBux Global in exchange for all of the shares of GivBux Global's common stock, representing 100% of its issued and outstanding common stock and as a result of the share exchange agreement, GivBux Global became a wholly owned subsidiary of GivBux. Recapitalization For financial accounting purposes, this tran