UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
May 9, 2025
Date of Report (Date of earliest event reported)
GIVBUX, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 000-52142 | 84-1609495 | ||
(State or other jurisdiction of incorporation or organization) |
Commission file number |
(I.R.S.
employer identification number) |
2751 W Coast Hwy, Suite 200 Newport Beach, California |
92663 | |
| (Address of principal executive offices) | (Zip Code) |
+1 844-448-2899
(Registrant’s telephone number, including area code)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s): | Name of Exchange on which Registered: | ||
| Common Stock Par Value $0.001 per share | GBUX | 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).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Agreement.
On May 13, 2025 GivBux, Inc. entered into a Share Exchange Agreement with Charter House Financial AU, a Nevada corporation, whereby GivBux, Inc. will issue up to five (5,000,000) million shares of restricted to Charter House in exchange for 100% of the private company. One hundred thousand (100,000) shares of restricted common stock are immediately deliverable and the transaction will close on July 13, 2025 pending completion of all due diligence pre requisites.
Item 9.01 Exhibit List
The material Transaction Documents Include: (1) Securities Purchase Agreement; (2) Warrant Agreement; (3) Registration Rights Agreement; and (4) Security Agreement included as exhibits herewith.
| Exhibit 9.01 | Share Exchange 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.
| GIVBUX, INC. | ||
| Date: June 18, 2025 | By: | /s/ Umesh Singh |
| Name: | Umesh Singh | |
| Title: | President and Chief Executive Officer | |
Exhibit 9.01
GivBux, Inc. Finalizes Agreement to Acquire Charter House Financial AU
and Affirms Plans to Launch Gold-Backed Expansion Initiative
NEWPORT BEACH, Calif., June 17, 2025 — GivBux, Inc. (OTC: GBUX), a publicly traded Super App and charitable giving platform, today announced it has finalized the agreement to acquire Charter House Financial AU. The transaction will be completed by July 13, 2025 provided definitive Share Exchange Agreement whereby GivBux acquired 100% of the issued and outstanding shares of Charter House Ltd. in exchange for shares of GivBux common stock.
By partnering with GivBux, the Charter House plans to expand participation in gold-backed financial benefits through the GivBux Super App. By integrating Charter House with the GivBux platform, it will help broaden access to gold-backed benefits for users. The hope is that operating Charter House as a wholly owned subsidiary it will generate multiple revenue streams. The founder of Charter House previously, Anthony Capazze has over 25 years of experience in the gold markets and has played a key role in several large financial transactions. He brings experience in municipal and corporate finance, institutional banking, and executive leadership.
Anthony Cappaze stated, “It is a tremendous opportunity for Charter House Financial AU to join forces with the innovative team at GivBux and be part of the fintech revolution. Their shopping and giving platform could be the ideal vehicle to launch our business model, and I look forward to our potential success together. Based on current plans and market conditions, the Company could generate up to $200 million in revenue during its first full year of operations.”
Through the acquisition of Charter House, GivBux is sharpening its strategic focus to deliver innovative solutions that bridge the gap between tangible assets and digital finance. By gaining access to Charter House’s international networks and asset-backed infrastructure, GivBux is well-positioned to develop gold-backed offerings that enhance the stability, trust, and utility of its digital ecosystem. The companies plan to jointly develop a platform that merges the stability of precious metals with the convenience of mobile payments and rewards.
As part of its refined strategic focus, GivBux announced that it will not proceed with the strategic investment announced on March 29, 2025, due to both parties at this time not being able to meet the terms of the agreement, more specifically the inability of the investor to transfer the investment at this time. As well, the previously announced $39 million acquisition of VitorganAmerica.shop, as outlined in a press release dated February 3, 2025 will also not be proceeding as the seller has not been able to satisfactorily complete the required due diligence. The decision reflects the Company’s commitment to focusing resources on initiatives that provide the most significant long-term value to shareholders.
“Getting the Charter House transaction across the finish line by July 13th will provide us with a tremendous opportunity to build the GivBux brand,” said Umesh Tim Singh, president of GivBux, Inc. “This acquisition enhances our vision of combining real-world value with digital utility. We are building the future of accessible commerce where consumers can transact with confidence backed by tangible assets.”
GivBux continues to expand its footprint in the fintech and digital commerce space. The GivBux app, which enables users to shop and give back simultaneously, has seen steady user growth and merchant adoption throughout 2025. The Company remains committed to innovation and delivering high-impact solutions that empower both consumers and communities.
About GivBux, Inc.
The GivBux Super App revolutionizes shopping by offering a user-friendly tool to make purchases swiftly and easily at over 100 national retailers, along with an expanding roster of local merchants. Users earn cash back on every purchase, a portion of which can be directed towards a charity of their choice, embodying GivBux Inc.’s commitment to “give back.”
The GivBux Super App is free to use and available now at Google Play Store (Android) and the Apple App Store (IOS). The GivBux Super App is constantly evolving and adding new enhancements and functionalities, including social networking, e-commerce, banking, messaging, food delivery and transportation.
GivBux is forging a new path in ecommerce and charitable giving and aspires to build the largest community of givers, first in the United States and eventually worldwide. For more details and regular updates, visit https://givbux.com.
Forward-Looking Statements
This press release contains “forward-looking statements.” Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by GivBux, Inc. in our reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. The Company intends that all statements included herein, including those referring to future revenues and earnings, be subject to the “Safe Harbors” provision of the Private Securities Litigation Reform Act of 1995.
Contact:
Umesh Tim Singh, President
Email: ir@Givbux.com
www.GivBux.com
Instagram: https://www.instagram.com/givbux/
X (formerly Twitter): https://twitter.com/givbux