How many votes does each GivBux (GBUX) Series C Preferred share carry?

Each Series C Preferred share is super-voting at a rate of 5,000 votes per share. This gives the holder substantial influence in shareholder decisions compared with holders of single-vote common shares, depending on the overall capital structure.

Founder gets 1M GivBux (OTC: GBUX) super-voting Series C preferred shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GivBux, Inc. disclosed that on May 29, 2026 it sold One Million (1,000,000) restricted shares of its Series C Preferred Stock to founder Kenyatto M. Jones. Each Series C share is super-voting, carrying Five Thousand (5,000) votes per share, and is not convertible into common stock.

Mr. Jones paid total consideration of $1,000 through cancellation of debt owed to him by the company. The detailed rights and preferences of the Series C Preferred Stock are defined in a previously filed Certificate of Designation, which is attached as an exhibit.

Positive

None.

Negative

Concentration of voting power: Issuance of 1,000,000 super-voting Series C Preferred shares at 5,000 votes per share to the founder for $1,000 of debt cancellation may significantly concentrate corporate voting control relative to the economic consideration received.

Insights

Founder receives low-cost super-voting preferred shares, concentrating voting power.

GivBux issued 1,000,000 restricted Series C Preferred shares to founder Kenyatto M. Jones for $1,000 via debt cancellation. Each share carries 5,000 votes and is not convertible into common stock, creating a powerful voting class separate from economic common equity.

This structure can allow a founder to exert substantial influence on shareholder votes even with limited cash investment or common holdings. The actual impact depends on how many Series C shares exist relative to other voting securities, which is not detailed here. Investors typically pay close attention to such super-voting classes when evaluating governance.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series C shares issued: 1,000,000 shares Voting power per share: 5,000 votes per share Total consideration: $1,000 +2 more

5 metrics

Series C shares issued 1,000,000 shares Restricted Series C Preferred Stock sold on May 29, 2026

Voting power per share 5,000 votes per share Super-voting feature of Series C Preferred Stock

Total consideration $1,000 Paid via cancellation of debt owed by GivBux to the founder

Form type 8-K Item 3.02 Unregistered sale of equity securities disclosure

Certificate of Designation date November 3, 2022 Filing date of Series C Preferred Stock terms with Nevada Secretary of State

Key Terms

super-voting, restricted shares, Series C Preferred Stock, unregistered sales of equity securities, +1 more

5 terms

super-voting financial

"The Series C Preferred Stock is super-voting at the rate of Five Thousand (5,000) votes per share"

restricted shares financial

"sold One Million (1,000,000) restricted shares of the Company’s Series C Preferred Stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Series C Preferred Stock financial

"description of the voting powers, designations, preferences, limitations, restrictions and relative rights of the Series C Preferred Stock"

A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Certificate of Designation regulatory

"Certificate of Designation of Series C Preferred Stock filed with the Nevada Secretary of State"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

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Understanding 8-K Material Events →

06/05/2026 - 12:13 PM

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 29, 2026

Date of Report (Date of Earliest event reported)

GIVBUX, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-52142

84-1609495

(State or other Jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

930 S. 4^th Street, Suite 150, Las Vegas, NV 89101
(Address of principal executive offices)

Registrant's telephone number, including area code:	+1-844-448-2895

2751 W Coast Hwy., Suite 200, Newport Beach, CA 92663

(Former Name or Former Address, If Changed Since Last Report)

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:

☐	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 13c-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 3.02 Unregistered Sales of Equity Securities.

On May 29, 2026, GivBux, Inc. (the “Company”) sold One Million (1,000,000) restricted shares of the Company’s Series C Preferred Stock to its founder, Kenyatto M. Jones. The Series C Preferred Stock is super-voting at the rate of Five Thousand (5,000) votes per share and is not convertible into common shares of the Company. The consideration paid by Mr. Jones was the sum of $1,000 in the form of cancellation of debt owed by the Company to Mr. Jones.

The foregoing discussion of the description of the voting powers, designations, preferences, limitations, restrictions and relative rights of the Series C Preferred Stock is a summary only and is qualified in its entirety by the full text of the Company’s Certificate of Designation of Series C Preferred Stock filed with the Nevada Secretary of State on November 3, 2022, a copy of which is attached as Exhibit 3.3 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.		Description
3.3		GivBux, Inc, Certificate of Designation of Series C Preferred Stock filed with the Nevada Secretary of State on November 3, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2026	GIVBUX, INC.

	By:	/s/ Umesh Singh
	Name:	Umesh Singh
	Title:	President

Source: View Original Filing on SEC EDGAR

FAQ

What equity transaction did GivBux (GBUX) report in this 8-K filing?

GivBux reported selling 1,000,000 restricted Series C Preferred shares to founder Kenyatto M. Jones. The transaction occurred on May 29, 2026 and was disclosed as an unregistered sale of equity securities under Item 3.02 of the report.

Who received the new Series C Preferred Stock from GivBux (GBUX)?

Founder Kenyatto M. Jones received 1,000,000 restricted shares of GivBux’s Series C Preferred Stock. The shares carry special voting rights and were issued in exchange for cancelling debt the company owed to him, rather than a cash payment.

Is GivBux’s Series C Preferred Stock convertible into common stock?

The Series C Preferred Stock is explicitly described as not convertible into common shares. This means the security provides voting power without turning into common equity, separating control rights from typical common stock ownership.

What consideration did GivBux (GBUX) receive for the Series C Preferred shares?

GivBux received total consideration of $1,000 for 1,000,000 Series C Preferred shares. Payment was made through cancellation of debt the company owed to founder Kenyatto M. Jones, improving the balance sheet by removing that liability.

Where can investors find full terms of GivBux’s Series C Preferred Stock?

Full terms are contained in GivBux’s Certificate of Designation of Series C Preferred Stock. This document was filed with the Nevada Secretary of State on November 3, 2022 and is attached to the report as Exhibit 3.3.

Filing Exhibits & Attachments

6 documents