Givbux S-1/A: Kips Bay to Resell 10.9M Shares; GBUX Eyes App Growth

Ticker: GBUX · Form: S-1/A · Filed: Oct 7, 2025 · CIK: 1169138

Sentiment: bearish

Topics: S-1/A, FinTech, Mobile Wallet, Secondary Offering, OTC Markets, Emerging Growth Company, Network Marketing

Related Tickers: GBUX

TL;DR

**GBUX's S-1/A is a red flag for investors, as a major holder is cashing out 10.9 million shares without new capital for the company, signaling potential dilution and a lack of confidence in its 'Super App' growth strategy.**

AI Summary

GIVBUX, INC. (GBUX) filed an S-1/A on October 7, 2025, for the resale of 10,894,624 shares of common stock by Kips Bay Select, LP. The company will not receive any proceeds from this sale, but could receive up to approximately $12.3 million if warrants are exercised. GBUX operates a Fin-Tech mobile wallet 'Super App' designed for purchases, rewards, and charitable donations, currently boasting 11,202 users, 258 merchants (mostly national brands), and 140 charities as of December 31, 2024. The company plans future growth through a network marketing strategy, targeting exponential user growth over the next 18 months by engaging leaders with large downlines. Revenue streams include facilities rentals, subscription fees from users and associates, and transactional revenue. GBUX is a 'smaller reporting company' and its stock trades on the OTC ID Market, with a last reported bid price of $0.36 on October 1, 2025.

Why It Matters

This S-1/A filing signals a significant liquidity event for Kips Bay Select, LP, as they prepare to resell nearly 10.9 million shares, potentially impacting GBUX's stock price on the OTC ID Market, where it last traded at $0.36. For investors, the lack of direct proceeds to GBUX from this offering means no immediate capital injection for its 'Super App' development or network marketing expansion, though warrant exercises could provide up to $12.3 million. The company's strategy to recruit local merchants and leverage network marketing leaders is crucial for competing in the crowded Fin-Tech mobile wallet sector against established players.

Risk Assessment

Risk Level: high — The offering is highly speculative, as stated in the filing: 'Investing in the Common Stock is highly speculative and involves a high degree of risk.' The company will not receive any proceeds from the sale of 10,894,624 shares by the Selling Stockholder, meaning no direct capital infusion for operations. GBUX also explicitly states it 'will need to raise additional capital to fund our operations in furtherance of our business plan,' indicating a precarious financial position despite its current user base of 11,202.

Analyst Insight

Investors should exercise extreme caution and thoroughly review the 'Risk Factors' section starting on page 11. Given the company will not receive proceeds from this offering and explicitly states a need for additional capital, potential investors should wait for clearer signs of sustainable revenue growth and a more stable financial outlook before considering an investment.

Financial Highlights

debt To Equity
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revenue
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operating Margin
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total Assets
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total Debt
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net Income
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gross Margin
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cash Position
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revenue Growth
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Key Numbers

Key Players & Entities

FAQ

What is the purpose of Givbux, Inc.'s S-1/A filing?

The S-1/A filing by Givbux, Inc. is an amendment to a registration statement for the offering and resale of 10,894,624 shares of common stock by Kips Bay Select, LP, a selling stockholder. Givbux, Inc. itself is not selling any shares and will not receive any proceeds from this specific offering.

How many shares are being offered for resale by Kips Bay Select, LP?

Kips Bay Select, LP is offering to resell a total of 10,894,624 shares of Givbux, Inc. common stock. This includes shares issuable from convertible notes, warrants, and commitment shares.

Will Givbux, Inc. receive any proceeds from this S-1/A offering?

No, Givbux, Inc. will not receive any proceeds from the sale of shares by the Selling Stockholder, Kips Bay Select, LP. However, the company could receive up to approximately $12.3 million if the associated warrants are exercised through cash payment.

What is the current business of Givbux, Inc.?

Givbux, Inc. operates in the Fin-Tech mobile wallet sector with its 'GivBux Super App.' This app allows users to make purchases, earn rewards, communicate, and donate to charity, leveraging blockchain and augmented reality technologies.

What are the key metrics for the GivBux Super App as of December 31, 2024?

As of December 31, 2024, the GivBux Super App had 11,202 users, 258 merchants, and 140 charities. The company also reported 1,233 GivBux Associates and over 20,000 total downloads of its SuperApp.

What is Givbux, Inc.'s strategy for future growth?

Givbux, Inc. plans to adopt a network marketing strategy to achieve exponential growth over the next 18 months. This involves engaging network marketing leaders with access to large downlines and redistributing subscription revenues back to users.

What are the primary revenue sources for Givbux, Inc.?

The main sources of revenue for Givbux, Inc. are facilities rentals of its corporate headquarters, subscription revenue from users and associates, and transactional revenue generated through the GivBux Super App.

What is the risk level associated with investing in Givbux, Inc. common stock?

Investing in Givbux, Inc. common stock is considered highly speculative and involves a high degree of risk, as explicitly stated in the prospectus. The company also notes it will need to raise additional capital to fund its operations.

Where is Givbux, Inc.'s common stock currently traded?

Givbux, Inc.'s common stock is currently traded on the OTC ID Market of the OTC under the symbol 'GBUX.' On October 1, 2025, the last reported bid price was $0.36.

Who owns the GivBux trademark and the Super App source code?

The name GivBux is trademarked and held by the controlling shareholder, Bear Bull, Inc. The GivBux Super App Source Code, however, is owned and held by GivBux, Inc. itself.

Risk Factors

Industry Context

The FinTech mobile wallet market is highly competitive, with established players and numerous startups vying for user adoption. Trends include the integration of rewards programs, loyalty features, and social giving, as seen in GBUX's 'Super App' model. However, user acquisition and retention remain significant challenges, often requiring substantial marketing investment or innovative growth strategies like network marketing.

Regulatory Implications

As a FinTech company, GBUX faces significant regulatory scrutiny related to financial transactions, data security, and consumer protection. Compliance with evolving regulations from bodies like the SEC, CFPB, and state financial regulators is critical and can impact operational costs and business practices.

What Investors Should Do

  1. Monitor warrant exercise activity
  2. Evaluate user and merchant growth metrics
  3. Assess the viability of the network marketing model
  4. Consider liquidity and trading on OTC market

Key Dates

Glossary

S-1/A
An amendment to a Form S-1 registration statement filed with the SEC. It's used to update or correct information previously filed in an initial S-1. (This filing indicates that GBUX is making changes or providing updated information regarding its securities offering or company status.)
Smaller Reporting Company
A classification by the SEC for companies that meet certain thresholds for public float and revenue. These companies have fewer disclosure requirements. (GBUX's status as a smaller reporting company means it has less stringent reporting obligations, which can impact the depth of information available to investors.)
OTC ID Market
A market for trading securities that are not listed on major exchanges like the NYSE or Nasdaq. It typically involves less stringent listing requirements and can have lower liquidity. (GBUX's trading on this market suggests its shares may be less liquid and subject to higher volatility.)
FinTech
A portmanteau of 'financial' and 'technology,' referring to companies that use technology to provide financial services. (GBUX operates in the FinTech space with its mobile wallet 'Super App,' indicating its business model involves financial technology innovation.)
Network Marketing
A business strategy where sales are generated through a network of independent distributors, often involving multi-level compensation structures. (This is GBUX's primary planned growth strategy, highlighting a reliance on direct sales and recruitment for user acquisition.)
Warrants
Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specified price (the exercise price) before a certain expiration date. (The potential exercise of warrants represents a possible future source of capital for GBUX, up to approximately $12.3 million.)

Year-Over-Year Comparison

This S-1/A filing does not provide comparative financial data from a previous filing. However, it outlines the current operational status as of December 31, 2024, with 11,202 users and 258 merchants, and details a future growth strategy. The primary focus of this filing is the resale of shares by a selling stockholder, not new capital raising by the company.

Filing Stats: 4,595 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-10-07 16:51:08

Key Financial Figures

Filing Documents

RISK FACTORS

RISK FACTORS 11 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 46 DIVIDEND POLICY 46

USE OF PROCEEDS

USE OF PROCEEDS 46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 53 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 64

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 66 DIRECTOR COMPENSATION 66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 67 SELLING STOCKHOLDERS 68 DESCRIPTION OF OUR CAPITAL STOCK 69 PLAN OF DISTRIBUTION 71 EXPERTS 73 LEGAL MATTERS 73 WHERE YOU CAN FIND MORE INFORMATION 73 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-1 that we filed with the SEC. The Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the securities described in this prospectus. You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the SEC. Neither we nor the Selling Stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses prepared by us or on our behalf and filed with the SEC. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholders are offering to sell our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or

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