TZUP
Thumzup Media CORP
NASDAQ
S-1/A: Thumzup Media Corporation Files Amendment No. 1 to Form S-1 for Initial Public Offering
Sentiment:
S-1/A
20 June 2024 5:25 PM
Thumzup Media Corporation has filed an amendment to its Form S-1 registration statement for its initial public offering, aiming to list on the Nasdaq Capital Market under the symbol TZUP.
Worse than expected
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
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.
Summary
- Thumzup Media Corporation has filed Amendment No.
- 1 to its Form S-1 registration statement with the SEC for an initial public offering.
- The company intends to list its shares on the Nasdaq Capital Market under the symbol TZUP.
- The offering's completion is contingent upon Nasdaq approval.
- Thumzup operates a social media marketing platform connecting brands with consumers, incentivizing users to create content.
- The company was incorporated in Nevada on October 27, 2020.
- Thumzup's headquarters are located in Los Angeles, CA.
- The company's shares have been quoted on the OTCQB since February 2022 with very limited trading.
- The company 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.
- 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.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While the company is pursuing growth through an IPO and has seen some positive metrics, it also faces significant financial challenges and risks.
Positives
- Thumzup operates in the growing social media marketing industry.
- The company 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 2023.
- The company has successfully raised capital through a Series B Preferred offering and a Regulation A+ offering.
- The average number of followers for an individual Thumzup user since May 10, 2023 has been about 1,600.
Negatives
- 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.
- 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 generated minimal revenue.
- 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 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 generate sufficient cash flows to cover its operating expenses.
- 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.
Future Outlook
The company anticipates incurring additional losses until it can obtain adequate Advertiser support and acceptance by Creators, 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 social media marketing and advertising industry, focusing on connecting advertisers with non-professional people who can be paid for their posts about products and services they love.
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 build a platform for everyday micro-influencers.
- The influencer marketing market generated $16.5 billion in 2022 and is estimated to reach $199.6 billion by 2032, exhibiting a CAGR of 28.6% from 2023 to 2032.
Stakeholder Impact
- Shareholders: Potential dilution from the offering and future equity issuances.
- Employees: Potential benefits from equity compensation plans.
- Customers: Continued access to the Thumzup platform for social media marketing.
- Advertisers: Continued access to the Thumzup platform for social media marketing.
Next Steps
- Obtain Nasdaq approval for listing.
- Execute the initial public offering.
- Implement the intended use of proceeds from the offering.
- Continue to develop and enhance the Thumzup platform.
- Attract and retain advertisers and creators.
Legal Proceedings
- The company is not currently a party to any litigation or legal proceedings.
Related Party Transactions
- Robert Haag, a Director of the Company, is the Managing Member and sole owner of Westside Strategic Partners, LLC, which has engaged in multiple transactions with the Company, including purchases of convertible notes, common stock, and preferred stock, as well as a media relations services agreement with Elev8 New Media, LLC.
- Robert Steele, the Chief Executive Officer and a Director, sold 100,000 shares of Common Stock for $30,000.00 in a private transaction to an accredited investor.
- Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $4.50 per share for a subscription amount of $1,003.50 under the Companys qualified offering under Regulation A+.
Key Dates
- 2020-10-27: Thumzup Media Corporation was incorporated in Nevada.
- 2022-02: Company was admitted to the OTCQB under the symbol TZUP.
- 2024-05: Company recently raised $805,000 in a Series B Preferred offering during the period March May 2024.
- 2024-06-20: Date of the prospectus.
Keywords
initial public offering, social media marketing, advertising, Thumzup, Nasdaq, IPO, content creators, brands, OTCQB, stock
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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