GBUX

GIVBUX, INC.

OTC · INDUSTRIALS · SERVICES-BUSINESS SERVICES, NEC

0.00

+0.00 +23.33%

USD · close Oct 30

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MKT CAP $176KP/E 0.0DIV YIELD —FCF YIELD —REV TTM $258K −56.6%NET INCOME $1.8MNET CASH $18K52W 0.00 – 0.16SEC XBRL · TTM TO Invalid Date

How GBUX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

37%

of sentences unchanged

Added

new sentences

Dropped

961

sentences removed

Length

−36,505

words, now 23,838

New in FY2025

Item 1A: Risk Factors RISK FACTORS The statements contained in this Form 10K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.
We must also attract, train, and retain a significant number of qualified sales and marketing personnel, client support personnel, professional services personnel, software engineers, technical personnel, and management personnel, without undermining our corporate culture of rapid innovation, teamwork, and attention to customer success that has been central to our growth.
If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue may not increase or may grow more slowly than expected, and we may be unable to implement our business strategy.
If we do not attract new Users, retain existing Users, and increase our Users’ use of our platform, our business will suffer.
In the years ended December 31, 2025 and 2024, our revenue was $ 289,156 and $ 544,327 respectively, representing a 46.8% decrease.
If the demand for Fin-Tech mobile wallet platforms by SMBs does not continue to grow, or if we are unable to maintain our category share with SMBs, our revenue and other growth rates could be adversely affected.
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected Our platform includes our payment services, and our ability to attract new Merchants and retain existing Merchants depends in part on our ability to offer payment processing services with the desired functionality at an attractive price.
As a result, much of the subscription revenue we report each quarter is derived from subscription contracts that we sold in prior periods.
Consequently, a decline in new or renewed subscription contracts in any one quarter will not be fully reflected in revenue in that quarter but will negatively affect our revenue in future quarters.
As of 12/31/25 the company had $ 126,807 in cash as well as $ 811,015 of debt payable to related parties (Bearbull Market Dividends, Inc., Kenyatto Jones principal) as well as $ 434,500 of debts payable.
There are also $ 1,613,580 in convertible notes Failure to maintain and enhance our brand recognition in a cost-effective manner could harm our business, financial condition, and results of operations.
In addition, any negative publicity about our company or our management, including about the quality, stability, and reliability of our platform or services, changes to our products and services, our privacy and security practices, litigation, regulatory enforcement, and other actions involving us, as well as the perception of us and our products by our Users and their guests, even if inaccurate, could cause a loss of confidence in us and adversely affect our brand.
We depend on the experience and expertise of our senior management team and key technical employees, and the loss of any key employee could harm our business, financial condition, and results of operations.
Furthermore, we do not have an employment agreement with any of our executive officers or directors.
The Company may be unable to obtain additional financing, if and when required, to fund the operations and growth of the Company, which could compel the Company to restructure a potential transaction or to entirely abandon a particular transaction.
In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers.
Notwithstanding the terms of our agreements with our Users, it is possible that a default on such obligations by one or more of our Users could adversely affect our business, financial condition, or results of operations.
Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation and brand, our ability to benefit from referrals by existing Users, our ability to sell our platform to existing and prospective Users, and our business, financial condition, or results of operations.
The long-term potential of our business may be adversely affected if we are unable to expand our business successfully into international markets.
While we select third parties to which we transfer data carefully, we do not control their actions, and these third parties may experience security breaches that result in unauthorized access of data and information stored with them despite these contractual requirements and the security measures these third parties employ.
If any security breach involving our systems or the systems of third parties that store or process our data or significant denial-of-service or other cyber-attack occurs or is believed to have occurred, our reputation and brand could be damaged, we could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate our systems.
System failures in the future could result in significant losses of revenue.
To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be adversely affected.
If we are unable to successfully develop new products or services, enhance the functionality, performance, reliability, design, security, and scalability of our platform in a manner that responds to our Users’ and their guests’ evolving needs, or gain market acceptance or our new products and services, or if our estimates regarding the total addressable market and the portion of such total addressable market which we expect to capture for new products and/or enhancements prove inaccurate, our business and operating results will be harmed.
Defects, errors, or vulnerabilities in our applications, backend systems, hardware, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.
We incurred net losses of $839,000, $1.255 million, $1.106 million,$ 3,316,192 and $ 5,188,082 for the years ended December 31, 2021, 2022, 2023,2024 and 2025 respectively.
As of December 31, 2025, we had an accumulated shareholders deficit of $ 4.945 million.
If economic conditions deteriorate, our current and prospective Users may elect to decrease their IT budgets, which would limit our ability to grow our business and adversely affect our operating results.
A deterioration in general economic conditions (including distress in financial markets and turmoil in specific economies around the world) may adversely affect our financial performance by causing a reduction in locations through closures or a reduction in gross payment volume.
The terms of any additional debt financing may be similar or more restrictive.
If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things: ● develop and enhance our platform and product offerings and operating infrastructure; ● continue to expand our technology development, sales, and marketing organizations; ● hire, train, and retain employees; ● respond to competitive pressures or unanticipated working capital requirements; or ● acquire complementary businesses and technologies.
Our business, financial condition, and results of operations could be adversely affected if the cost per claim, premiums, or the number of claims significantly exceeds our historical experience and coverage limits; we experience a claim in excess of our coverage limits; our insurance providers fail to pay on our insurance claims; we experience a claim for which coverage is not provided; or the number of claims under our deductibles or self-insured retentions differs from historical averages.
Risks Related to Competition, Sales, and Marketing The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.
If we fail to compete successfully, our business will be harmed.
Potential changes in competitive landscape, including disintermediation from other participants in the payments chain, could harm our business.
If we are unsuccessful in closing sales after expending significant funds and management resources, or we experience delays or incur greater than anticipated costs, our business, financial condition, and results of operations could be adversely affected.
Risks Related to Our Partners and Other Third Parties We rely substantially on one third-party payment processor to facilitate payments made by guests and payments made to Users, and payments made on behalf of Users, and if we cannot manage risks related to our relationships with this payment processor or any future third-party payment processors, our business, financial condition, and results of operations could be adversely affected.
The Payment Network Rules require us to also comply with the Payment Card Industry Data Security Standard, or the Security Standard, which is a set of rules and standards designed to ensure that all companies that process, store, or transmit payment card information maintain a secure environment to protect cardholder data.
If we fail to, or are alleged to have failed to, comply with the Payment Network Rules or the Security Standard, we may be subject to fines, penalties, or restrictions, including, but not limited to, higher transaction fees that may be levied by the Payment Networks for failure to comply with the Payment Network Rules.

and 31 more.

Gone since FY2024

Security Ownership of Certain Beneficial Owners and Management Item 5.
Officers, Directors and Key Personnel Item 6.
Certain Relationships and Related Transactions Item 8.
Market Price of any Dividends and the Registrant’s Common Equity Item 10.
Recent Sales of Unregistered Securities Item 11.
Description of Registrant’s Securities to be Registered Item 12.
Indemnification of Officers and Directors Item 13.
Financial Statements and Supplementary Data Item 14.
Changes in and Disagreements with Accountants regarding Financial Disclosures.
Financial Statements and Exhibits 2 of 86 GIVBUX, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT EXPLANATORY NOTE You should rely only on the information contained in this General Form for Registration of Securities on Form 10 (this “ Registration Statement ”) or to which we have referred you.
We have not authorized anyone to provide you with information that is different.
You should assume that the information contained in this Registration Statement is accurate as of the date of this Registration Statement only.
On the date of effectiveness of this Registration Statement we will become subject to the requirements of Regulation 13(a) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and will be required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
The Company does not maintain any website.
As used in this Registration Statement, unless the context otherwise requires the terms “we,” “us,” “our,” and the “Company” refer to GIVBUX, Inc., a Nevada corporation, and its subsidiaries.
Please see “Risk Factors” beginning on page 13 of this Registration Statement for additional information 3 of 86 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Information (other than historical facts) set forth in this Registration Statement contains forward-looking statements within the meaning of the Federal Securities Laws, which involve a number of risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements.
Forward-looking statements generally can be identified by use of the words “expect,” “should,” “intend,” “anticipate,” “will,” “project,” “may,” “might,” potential” or “continue” and other similar terms or variations of them or similar terminology.
Such forward-looking statements are included under Item 1.
“Financial Information - Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
We caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.
Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance.
Forward-looking statements involve a number of risks, uncertainties or other factors beyond our control.
Among the more significant risks are: [pick some of the top risk factors and paste here] ● We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. ● If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction, or adequately address competitive challenges.
We caution you that the foregoing list of important factors is not exclusive.
The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us.
These statements are only predictions based upon our current expectations and projections about future events.
There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.
Moreover, we operate in a very competitive and rapidly changing environment.
New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
Before investing in our common stock, investors should be aware that the occurrence of the events described under the caption “Risk Factors” and elsewhere in this Registration Statement could have a material adverse effect on our business, results of operations and financial condition.
You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur.
Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this Registration Statement to conform these statements to actual results or to changes in our expectations. 4 of 86 Item 1.
Business General Background of the Company GIVBUX, Inc.
(“we”, “us”, “our” or the “Company”) was originally incorporated in Colorado on September 28, 2001, under the name Rub-A-Dub Soap, Inc.
From inception in 2001 until February 21, 2006, we were an online retailer of handmade, natural, vegetable-based soaps and gift baskets in the development stage, and we had generated only minimal revenues and a substantial net loss from sales of soaps and gift baskets.
On March 6, 2006, the stockholders approved the re-incorporation of the Company in Nevada and in connection therewith a one-for-ten reverse split of the common stock, both of which became effective on April 17, 2006.
All share numbers contained herein are expressed in post-reverse-split amounts.
The Company then embarked on a business plan involving automotive tire production and distribution through a network of Chinese subsidiaries under the name Sentiada Tire Company, Ltd.

and 921 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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