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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Securities registered pursuant to Section 12(b) of the Act:
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| 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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Item 3.03 Material Modification to Rights of Security Holders.
On May 21, 2025, the Board of Directors formally approved a Special Dividend Package in the Form of Restricted Warrants for all shareholders of common stock holding ten (10) or more shares, entitling those shareholders one (1) warrant for every ten (10) shares effective as of the close of business on June 5, 2025.
The Special Dividend Warrants will be exercisable at a price of $4.00 (USD) per share and will be exercisable immediately until the close of business on June 5, 2026. The Company will set up an email for shareholders, [email protected], to which they can verify their Special Dividend Warrants, ask questions regarding the exercise thereof, and privately share documents. In the interim shareholders can email the Company Secretary Robert Thompson, [email protected] who has been appointed as Warrant Agent for the Special Dividend Package. It will take approximately thirty (30) days to verify all shareholders holding warrants after which time eligible shareholder will receive an email from the Company.
The Company will file a Form D with the Securities and Exchange Commission (“SEC”) to cover the issuances under federal securities laws and will evaluate, for the duration of the Special Dividend Package, whether such shareholders are accredited investors. On or before June 5, 2026, the Company plans to file a registration statement on Form S-1 to cover the Special Dividend Warrants, if required. In the interim, as the Warrants require the payment of $4.00 upon exercise, meaning they will be restricted securities under Rule 144 of the Securities and Exchange Act of 1933, as amended, 17 CFR 230.144.
Item 9.01 Exhibit List
The material Transaction Documents Include: (1) Warrant Agreement Package.
| Exhibit 9.01 | Warrant Agreement Package |
| Exhibit 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: June 9, 2025 | By: | GIVBUX, INC. |
| /s/ Umesh Singh | ||
| Name: | Umesh Singh | |
| Title: | President and Chief Executive Officer | |