TZUP
Thumzup Media CORP
NASDAQ
S-1/A: Thumzup Media Corporation Eyes Nasdaq with $6 Million IPO
Sentiment:
S-1/A Filing
26 August 2024 5:01 PM
Thumzup Media Corporation aims to raise capital for software development and advertising through an initial public offering of 1,200,000 shares, targeting a Nasdaq listing.
Capital raise
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.
Summary
- 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.
- Thumzup intends to list its shares on the Nasdaq Capital Market under the symbol TZUP.
- The offering is contingent upon Nasdaq approval.
- 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.
- 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 average number of followers for an individual Thumzup user since May 10, 2023 has been about 1,600.
Sentiment
Score: 5
Explanation: The document presents a balanced view, highlighting both the potential of the company and the risks associated with investing in it. The company's early stage and lack of profitability temper the positive aspects of its business model and growth plans.
Positives
- The company is seeking to capitalize on the growing gig economy and business democratization trends.
- Thumzup's technology is designed to generate scalable, authentic product posts and recommendations for advertisers.
- The company owns the copyrights to the source code for its mobile app and backend system.
- The Thumzup thumb logo is a registered trademark.
- The Thumzup system provides Advertisers with quality control by enabling the Advertiser to review posts to make sure that the posts meet community standards and are commercially useful to the Advertiser.
Negatives
- The company has not yet established profitable operations and has generated minimal revenue.
- The company expects to continue to incur losses from operations and negative cash flows.
- The company's independent registered public accounting firm's reports have raised substantial doubt as to 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 dependent on key personnel, and their loss could harm the company's ability to execute its business plan.
Risks
- The company is a recently formed company with an unproven business plan.
- The company may not generate sufficient cash flows to cover its operating expenses.
- Security breaches and other disruptions could compromise the company's information and expose it to liability.
- The company is dependent on third parties to maintain its servers and provide bandwidth.
- The company is dependent on key personnel.
- 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 may not be able to successfully execute the business plan.
- The company's common stock price may be volatile, which could result in substantial losses to investors and litigation.
- The sale or availability for sale of substantial amounts of the company's common stock could adversely affect the market price of the common stock.
- The company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders.
- 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.
Future Outlook
The company anticipates incurring additional losses until it can obtain adequate Advertiser support and acceptance by Creators and will need to raise additional funding to sustain its ongoing operations and to continue its research and development activities.
Industry Context
The company operates in the social media marketing and advertising industry, seeking to capitalize on the gig economy and business democratization trends. It aims to provide a platform for advertisers to connect with everyday people who can be paid for their social media posts.
Comparison to Industry Standards
- The document mentions competitors in the influencer marketing software space 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 target everyday users.
- The document cites statistics on digital ad spending and consumer trust in recommendations from friends and family to support the potential of Thumzup's approach.
Stakeholder Impact
- Shareholders face the risk of dilution and potential losses due to the company's early stage and lack of profitability.
- Employees' job security is dependent on the company's ability to raise capital and achieve sustainable operations.
- Customers (advertisers) may benefit from the company's innovative approach to social media marketing, but also face the risk of the platform not gaining sufficient traction.
- Suppliers and creditors face the risk of non-payment if the company fails to secure additional funding.
Next Steps
- Obtain Nasdaq approval for listing.
- Execute the IPO and allocate the net proceeds as planned.
- Continue developing and enhancing the Thumzup platform.
- Secure enough advertisers to make the App an attractive platform for adoption and scalability.
- Ensure that the platform is interesting enough for the Creators to return to on a regular basis.
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, CEO and Director, sold 100,000 shares of Common Stock in a private transaction.
- The company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which director Robert Haag is a member.
Key Dates
- 2020-10-27: Thumzup Media Corporation was incorporated.
- 2022-02: Thumzup was admitted to the OTCQB under the symbol TZUP.
- 2024-08-26: Date of the S-1/A filing.
Keywords
Thumzup, IPO, Social Media Marketing, Advertising, Nasdaq, Common Stock, Influencer Marketing, Mobile App, Regulation A+, Dawson James
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.
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.
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
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.
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.
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 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.
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.
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
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.
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
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.
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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