S-1/A: Thumzup Media Corporation Eyes Nasdaq Listing with $1.2 Million Share Offering

Thumzup Media Corporation is planning an initial public offering of 1,200,000 shares of common stock to list on the Nasdaq Capital Market under the symbol TZUP.

Summary

• Thumzup Media Corporation, a Nevada corporation, is planning an initial public offering of 1,200,000 shares of common stock.
• The company aims to list its shares on the Nasdaq Capital Market under the symbol TZUP, contingent upon approval of its listing application.
• The estimated public offering price is between $5.00 and $7.00 per share.
• Thumzup operates a social media marketing platform connecting brands with consumers, incentivizing users to post authentic content about advertisers.
• The company's mobile app, available on iPhone and Android, facilitates this process.
• Thumzup has paid out on 19,182 approved posts to 1,127 Thumzup users regarding 223 advertisers since inception.
• Thumzup advertisers have grown by a 148% CAGR since May 10, 2023.
• Since May 10, 2023, the reach of the last 15,605 posts was 25,784,957 followers.
• The company intends to use the net proceeds from this offering for software development, advertising, salaries, operational expenses, and professional services.
• The company incurred net losses of $3,324,180 in 2023 and $1,504,681 in 2022.
• The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company shows growth in certain areas, the significant net losses and the auditor's concerns about its ability to continue as a going concern weigh heavily on the overall outlook.

Positives

• Thumzup has experienced significant growth in advertisers, with a 148% CAGR since May 10, 2023.
• The platform has achieved a substantial reach of over 25 million followers since May 10, 2023.
• The company is developing a new form of social media marketing that does not currently exist.
• The company owns the copyrights to the source code for the Thumzup App on the iPhone iOS and Android operating mobile operating systems.
• The Thumzup thumb logo is a registered trademark owned by Thumzup Media Corporation, Reg. No. 6,842,424, registered Sep. 13, 2022.

Negatives

• The company has a limited operating history and has generated nominal revenue.
• Thumzup has incurred significant net losses in recent years ($3,324,180 in 2023 and $1,504,681 in 2022).
• The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
• There is currently very limited trading of the company's common stock, and an active trading market may never develop.
• The company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company.

Risks

• The company is a recently formed company with an unproven business plan and has not yet established profitable operations.
• The company's ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.
• Security breaches and other disruptions could compromise the company's information and expose it to liability.
• The company is dependent on key personnel, and their loss could harm the company's ability to execute its business plan.
• The company may not be able to successfully execute the business plan.
• The company has not yet established brand identity and customer loyalty.
• The company cannot assure investors that the Thumzup App will be accepted.
• A better financed competitor may enter the marketplace, cause the company's market share or acceptance rates to plummet and adversely affect its ability to sustain viable operations.
• The company's future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer trends, App user activity, competition, and changing social media behaviors.
• The company's business is sensitive to consumer spending, inflation and economic conditions.
• Changes in Instagram, PayPal, Apple App Store, or Google Play Store policies could disrupt our business operations.
• Cyber security breaches of our systems and information technology could adversely impact our ability to operate.
• There can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange.
• The company is an emerging growth company under the JOBS Act and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the company's common stock less attractive to investors.
• The company's disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Future Outlook

The company expects to continue to incur losses from operations and negative cash flows and will need to obtain additional capital through the issuance of debt or equity financings or other arrangements to fund operations.

Industry Context

The company operates in the influencer marketing industry, which is rapidly growing. Allied Research estimates the influencer marketing market will reach $199.6 billion by 2032, exhibiting a CAGR of 28.6% from 2023 to 2032.

Comparison to Industry Standards

• The company competes with influencer marketing software companies such as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire, Influenster, Traackr, and Skeepers.
• These competitors primarily focus on professional influencers, while Thumzup aims to activate everyday end-user micro-influencers.
• Rep is also an app that connects brands with influencers who are interesting in promoting brands.
• Rep's app is different from Thumzup because it is targeting people who consider themselves influencers.

Related Party Transactions

• Westside Strategic Partners, LLC, controlled by director Robert Haag, has engaged in multiple transactions with the company, including purchasing convertible notes, acquiring common stock and Series A Preferred Stock, and receiving dividends.
• Robert Steele, the Chief Executive Officer, sold 100,000 shares of Common Stock for $30,000.00 in a private transaction to an accredited investor.
• The Company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which one of our directors, Robert Haag, is a member.

Stakeholder Impact

• Shareholders face the risk of dilution from the issuance of new shares.
• Employees' job security is uncertain due to the company's financial instability.
• Customers may be affected if the company is unable to continue providing its services.
• Suppliers and creditors face the risk of non-payment if the company's financial situation worsens.

Next Steps

• The company intends to list its common stock on the Nasdaq under the symbol TZUP, contingent upon approval of its application.
• The company will need to secure enough advertisers to make the App an attractive platform for adoption and scalability, and to ensure that the platform is interesting enough for the Creators to return to on a regular basis.

Key Dates

Keywords

Thumzup, IPO, social media marketing, advertising, influencer marketing, mobile app, Nasdaq, content creators, digital advertising, gig economy