TZUP
Thumzup Media CORP
NASDAQ
8-K: Thumzup Media Corporation Completes $7.125 Million Public Offering and Lists on Nasdaq
Sentiment:
Capital Raise Announcement
1 November 2024 4:15 PM
Thumzup Media Corporation successfully closed a $7.125 million public offering and began trading on the Nasdaq Capital Market under the ticker symbol TZUP.
Capital raise
Thumzup Media Corporation completed a public offering of 1,425,000 shares of common stock at $5.00 per share.
The offering was upsized from an initial target of $6,250,000 to $7,125,000.
The company granted underwriters a 45-day over-allotment option to purchase up to an additional 213,750 shares.
Summary
- Thumzup Media Corporation entered into an underwriting agreement with Dawson James Securities, Inc. to sell 1,425,000 shares of common stock at $5.00 per share.
- The public offering was upsized from an initial target of $6,250,000 to $7,125,000.
- The company's common stock was approved for listing on the Nasdaq Capital Market and commenced trading on October 29, 2024, under the ticker symbol TZUP.
- Gross proceeds from the offering totaled $7,125,000, before deducting discounts and expenses.
- Thumzup also granted underwriters a 45-day over-allotment option to purchase up to an additional 213,750 shares.
- The company issued stock option agreements for 155,000 shares to nine non-executive employees and contractors with a strike price of $5.47, vesting over four years.
- Executive employment agreements for the CEO and CFO include base salaries of $168,000, increasing to $250,000, $350,000 and $500,000 based on achieving certain net monthly ad revenue targets.
- The CEO and CFO will receive past performance bonuses of $50,000 and $25,000 respectively, upon the company's up-listing to Nasdaq.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the successful public offering, Nasdaq listing, and the potential for growth. The upsized offering and performance-based executive compensation are also positive indicators.
Positives
- The successful public offering provides Thumzup with $7,125,000 in gross proceeds to fund operations and growth.
- Listing on the Nasdaq Capital Market enhances the company's visibility and access to capital.
- The stock option grants incentivize employees and contractors.
- The executive compensation structure is tied to performance, aligning management's interests with the company's success.
- The upsized offering indicates strong investor interest.
Risks
- The company's future performance is dependent on achieving significant net monthly ad revenue targets to trigger executive salary increases.
- The company's success is subject to the risks and uncertainties inherent in the social media branding and marketing industry.
- Forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from expectations.
Future Outlook
The company's future growth and executive compensation are tied to achieving specific net monthly ad revenue targets, and the company plans to expand its social media branding and marketing solutions.
Management Comments
- The company is pleased to announce the pricing of an underwritten public offering of 1,425,000 shares of common stock.
- The company has been approved for listing common stock on The Nasdaq Capital Market.
- The company is democratizing the multi-billion dollar social media branding and marketing industry.
Industry Context
The announcement reflects a trend of social media marketing companies seeking public funding to expand their operations and capitalize on the growing digital advertising market. Thumzup's platform, which pays users for social media posts, is a unique approach in the industry.
Comparison to Industry Standards
- The $7.125 million raised is a relatively small amount compared to larger, more established social media companies, but is a significant milestone for a company of Thumzup's size.
- The company's approach of paying users for social media posts is a unique model compared to traditional advertising platforms like Facebook or Google.
- The executive compensation structure, with performance-based salary increases, is common in the tech industry, but the specific revenue targets are unique to Thumzup's business model.
- Comparable companies that have recently gone public in the social media or marketing space include those with similar business models, but Thumzup's direct payment to users is a differentiator.
Stakeholder Impact
- Shareholders will benefit from the company's increased visibility and access to capital.
- Employees and contractors are incentivized through stock option grants.
- Customers and fans can earn cash through the Thumzup platform.
- Advertisers can utilize the platform to reach their target audience.
Next Steps
- The company will focus on growing its user base and advertiser network.
- The company will work towards achieving the net monthly ad revenue targets to trigger executive salary increases.
- The company may exercise the underwriters over-allotment option.
Key Dates
- 2024-05-30: Original filing date of the registration statement on Form S-1.
- 2024-10-28: Date of the underwriting agreement and the effective date of the registration statement.
- 2024-10-29: Thumzup common stock began trading on the Nasdaq Capital Market.
- 2024-10-30: Closing date of the public offering and the date of stock option grants.
- 2024-11-01: Date of the 8-K report.
Keywords
public offering, Nasdaq, common stock, underwriting agreement, stock options, executive compensation, social media marketing, Thumzup
TZUP
Thumzup Media CORP
NASDAQ
Sector: Communication Services
Filings with Classifications
Better than expected
29 May 2025 5:05 PM
Insider Transaction Report
- The conversion was triggered because the common stock's closing price exceeded 100% of the $4.00 conversion price for 10 consecutive trading days, indicating positive stock performance for THUMZUP MEDIA Corp.
Better than expected
29 May 2025 5:05 PM
Insider Transaction Report
- The automatic conversion was triggered because the common stock's closing price exceeded 100% of the $4.00 conversion price for 10 consecutive trading days, indicating positive stock performance that met the pre-defined threshold.
Capital raise
15 May 2025 4:40 PM
Quarterly Report
- The company's financial statements have been prepared on a going concern basis, with substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.
- The company may need to raise additional funds through equity or debt financings to meet its future requirements.
- The company has a Master Loan Agreement with Coinbase, allowing it to borrow digital assets or cash against collateral.
Worse than expected
15 May 2025 4:40 PM
Quarterly Report
- The company's net loss increased significantly compared to the same period last year.
- Revenues decreased year-over-year.
- Operating expenses increased substantially.
Capital raise
13 May 2025 10:15 AM
Current Report on Form 8-K
- Thumzup recently filed a shelf registration statement to raise up to $500 million for working capital and to accelerate its Bitcoin (BTC) acquisition strategy.
Capital raise
12 May 2025 9:00 PM
Information Statement
- The document includes a proposal to approve the issuance of securities in one or more non-public offerings.
- The maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of the common stock.
- The aggregate number of shares issued in the offerings will not exceed 40,000,000 shares of common stock.
- The total aggregate consideration will not exceed $200,000,000.
- Such offerings will occur, if at all, on or before October 27, 2025.
Worse than expected
11 March 2025 5:00 PM
Annual Results
- The company's net loss increased from 2023 to 2024.
- The company's revenues decreased from 2023 to 2024.
Worse than expected
14 November 2024 4:05 PM
Quarterly Report
- The company's revenue decreased significantly compared to the same periods in the previous year, indicating a worse than expected performance in revenue generation.
Capital raise
14 November 2024 4:05 PM
Quarterly Report
- The company completed a public offering on October 30, 2024, raising approximately $8.2 million in gross proceeds.
- Management is proposing to raise additional funds not provided by operations through loans or through sales of its common stock.
Capital raise
1 November 2024 4:15 PM
Capital Raise Announcement
- Thumzup Media Corporation completed a public offering of 1,425,000 shares of common stock at $5.00 per share.
- The offering was upsized from an initial target of $6,250,000 to $7,125,000.
- The company granted underwriters a 45-day over-allotment option to purchase up to an additional 213,750 shares.
Worse than expected
9 October 2024 5:27 PM
S-1 Amendment
- The company has incurred net losses since inception and expects to continue to incur losses.
- The company's independent registered public accounting firm's reports have raised substantial doubt as to its ability to continue as a going concern.
Capital raise
9 October 2024 5:27 PM
S-1 Amendment
- The company is offering 1,250,000 shares of common stock to the public.
- The estimated public offering price is between $5.00 and $7.00 per share.
- The underwriter, Dawson James Securities, Inc., has a 45-day option to purchase up to 187,500 additional shares to cover over-allotments.
- The company will issue warrants to the underwriter to purchase up to 5% of the shares sold in the offering.
Capital raise
26 August 2024 5:01 PM
S-1/A Filing
- Thumzup Media Corporation is planning an initial public offering of 1,200,000 shares of common stock.
- The company estimates the public offering price to be between $5.00 and $7.00 per share.
- The company plans to use the net proceeds for software development ($1.50 million), advertising ($1.25 million), salaries and operational expenses ($1.70 million), and professional services ($0.695 million).
- Dawson James Securities, Inc. is acting as the sole book-running manager for the offering.
- The underwriter has a 45-day option to purchase up to 180,000 additional shares to cover over-allotments.
- The company will issue warrants to the underwriter to purchase up to 5% of the shares sold in the offering.
Capital raise
12 August 2024 5:14 PM
S-1/A
- The company is offering 1,200,000 shares of common stock in an initial public offering.
- The company has granted the underwriter a 45-day option to purchase up to 180,000 additional shares of common stock.
- The company intends to use the net proceeds of this offering for general corporate purposes.
Worse than expected
12 August 2024 5:14 PM
S-1/A
- The company's net losses have increased from $1,504,681 in 2022 to $3,324,180 in 2023.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
Worse than expected
12 August 2024 4:15 PM
Quarterly Report
- The company's revenue decreased significantly compared to the same periods in the previous year, indicating worse than expected performance.
Capital raise
12 August 2024 4:15 PM
Quarterly Report
- The company is proposing to raise additional funds not provided by operations through loans or through sales of its common stock.
- The company raised approximately $805,000 from the sale of Series B preferred stock and $161,226 from the sale of common stock during the six months ended June 30, 2024.
Capital raise
30 July 2024 4:34 PM
S-1/A Amendment
- The company is offering shares of its common stock to the public to raise capital.
- The offering includes firm shares and an over-allotment option for the underwriters.
- The company estimates the maximum aggregate offering price to be $8,050,000 for the common stock and $503,125 for the underwriter warrants.
Worse than expected
26 July 2024 4:16 PM
S-1/A Filing
- The company has incurred operating losses since inception and expects to continue to incur losses.
- The company's independent registered public accounting firms reports have raised substantial doubt as to its ability to continue as a going concern.
Capital raise
26 July 2024 4:16 PM
S-1/A Filing
- The company is conducting an initial public offering of 1,000,000 shares of common stock.
- The company has granted the underwriter a 45-day option to purchase up to 150,000 additional shares.
- The company will issue warrants to the underwriter to purchase 5% of the shares sold in the offering.
- The company recently raised $805,000 in a Series B Preferred offering during the period March May 2024.
Capital raise
11 July 2024 5:22 PM
S-1 Amendment
- The company is conducting an initial public offering of common stock.
- The company has granted the underwriter a 45-day option to purchase additional shares to cover over-allotments.
- The company will issue warrants to the underwriter to purchase 5% of the shares sold in the offering.
- The company recently raised $805,000 in a Series B Preferred offering during the period March May 2024.
Worse than expected
11 July 2024 5:22 PM
S-1 Amendment
- The company's net loss increased from $1,504,681 in 2022 to $3,324,180 in 2023.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
Worse than expected
20 June 2024 5:25 PM
S-1/A
- The company's net losses have increased from 2022 to 2023, indicating a worsening financial situation.
- The company's independent registered public accounting firms reports have raised substantial doubt as to its ability to continue as a going concern.
Capital raise
20 June 2024 5:25 PM
S-1/A
- The company is offering [_______] shares of common stock in this initial public offering.
- The company has granted the underwriter a 45-day option to purchase up to [______] additional shares of common stock.
- The company recently raised $805,000 in a Series B Preferred offering during the period March May 2024.
- The company sold 424,144 shares for aggregate proceeds of $1,732,869, net offering expenses of $19,539 through a Regulation A+ offering.
Capital raise
30 May 2024 4:16 PM
S-1 Filing
- The company is conducting an initial public offering (IPO) of common stock.
- The company recently raised $805,000 in a Series B Preferred offering during the period March May 2024.
- The company previously conducted an offering under Regulation A+, raising $1,732,869.
Worse than expected
30 May 2024 4:16 PM
S-1 Filing
- The company's net loss increased from $1,504,681 in 2022 to $3,324,180 in 2023.
- The company's operating expenses increased from $1,213,035 in 2022 to $2,521,078 in 2023.
Capital raise
14 May 2024 5:28 PM
Quarterly Report
- The company raised approximately $161,846 from the sale of common stock during the quarter.
- The company raised approximately $190,000 from the sale of Series B preferred stock during the quarter.
- Management is proposing to raise additional funds not provided by operations through loans or through sales of its common stock.
Better than expected
14 May 2024 5:28 PM
Quarterly Report
- The company's net loss decreased significantly compared to the same period last year, indicating improved financial performance.
Capital raise
20 March 2024 5:17 PM
Annual Results
- The company anticipates needing to raise additional capital through the issuance of debt or equity financings or other arrangements to fund operations.
- The company is seeking to obtain additional capital through the issuance of debt or equity financings or other arrangements to fund operations.
- The company is planning an underwritten offering in conjunction with a listing on a national exchange.
Worse than expected
20 March 2024 5:17 PM
Annual Results
- The company's net loss of $3,324,180 is significantly worse than the $1,504,681 loss in the previous year.
- The company's revenue of $2,048 is worse than the $2,421 in the previous year.
- The company's operating expenses increased significantly, indicating higher spending without a corresponding increase in revenue.
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