UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s): | Name of Exchange on which Registered: | ||
| OTC Markets Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Growth Company
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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| Item 1.01 | Entry into a Material Agreement. |
On May 8, 2025 the GivBux, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement) with an investor (the “Investor”), for up to $11,111,111.11 in principal amount of original issue discount convertible promissory note financing, subject to the terms and conditions set forth therein (the “Financing”). Upon execution of the Purchase Agreement the Company issued an initial tranche of Notes having a principal amount of $566,666.68 in in respect of which the Company $510,000.00. In connection with the Financing to secure its obligations thereunder the Company entered into a security agreement with the Investor providing for a pledge of its assets.
In addition, Investor also received 3,631,083 warrants and a registration rights agreement providing for the common stock issuable upon conversion or exercise of the securities issued in the financing to be registered for resale. The warrants issuable in the Financing are exercisable at a discount to market price of the Company’s common stock on the date of their issuance.
The Company expects to file a registration for these securities in the next month.
| Item 9.01 | Exhibit List |
The material Transaction Documents Include: (1) Securities Purchase Agreement; (2) form of Convertible Note (2) form of Warrant; (4) Registration Rights Agreement; and (5) Security Agreement included as exhibits herewith.
| Exhibit 9.01 | Securities Purchase Agreement | |
| Exhibit 9.02 | Form of Convertible Note | |
| Exhibit 9.03 | Form of Warrant | |
| Exhibit 9.04 | Registration Rights Agreement | |
| Exhibit 9.05 | Security Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 14, 2025 | GIVBUX, INC. | |
| By: | /s/ Umesh Singh | |
| Name: | Umesh Singh | |
| Title: | President and Chief Executive Officer | |