TZUP
Thumzup Media CORP
NASDAQ
S-1/A: Thumzup Media Corporation Files Amendment No. 2 to Form S-1 for Initial Public Offering
Sentiment:
S-1 Amendment
11 July 2024 5:22 PM
Thumzup Media Corporation has filed Amendment No. 2 to its Form S-1 registration statement, outlining details for its upcoming initial public offering (IPO) on the Nasdaq Capital Market under the symbol TZUP.
Worse than expected
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
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.
Summary
- Thumzup Media Corporation, a Nevada corporation, has filed Amendment No.
- 2 to its Form S-1 registration statement for an initial public offering.
- The company intends to list its shares on the Nasdaq Capital Market under the symbol TZUP.
- The offering involves the sale of common stock, with Dawson James Securities, Inc.
- acting as the sole book-running manager.
- 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 net proceeds from the offering will be used for general corporate purposes.
- The company has incurred net losses in recent years and expects to continue incurring losses.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
- The company is an emerging growth company and may elect to comply with certain reduced public company reporting requirements.
Sentiment
Score: 4
Explanation: The document presents a mixed sentiment. While the company is pursuing growth through an IPO, it also faces significant financial challenges, including net losses and going concern uncertainties. The industry context provides some optimism, but the company's specific situation warrants caution.
Positives
- The company intends to list on the Nasdaq Capital Market, which could increase visibility and liquidity.
- The company has granted the underwriter an over-allotment option, which could increase the size of the offering.
- The company intends to use the net proceeds for general corporate purposes, providing flexibility in allocating capital.
Negatives
- The company has incurred net losses in recent years.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
- The company is an emerging growth company and may elect to comply with certain reduced public company reporting requirements, which could make its financial statements less comparable to those of other public companies.
Risks
- Investing in the company's securities is highly speculative and involves a high degree of risk.
- The company has not yet established profitable operations and has generated minimal revenue.
- The company's independent registered public accounting firm's reports have raised substantial doubt as to its ability to continue as a going concern.
- 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's common stock price may be volatile, which could result in substantial losses to investors and litigation.
Future Outlook
The company anticipates incurring additional losses until such time, if ever, it can obtain adequate Advertiser support and acceptance by Creators.
Industry Context
The company operates in the social media marketing and advertising industry, seeking to capitalize on the gig economy and business democratization trends.
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.
- 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 face the risk of potential losses due to the company's financial challenges and the speculative nature of its securities.
- Employees' job security could be affected by the company's ability to continue as a going concern.
- Customers may be impacted by the company's ability to provide its services.
- Suppliers and creditors face the risk of non-payment if the company's financial situation deteriorates.
Next Steps
- The company needs to secure Nasdaq approval for its listing application.
- The company needs to execute the initial public offering.
- The company needs to effectively allocate the net proceeds from the offering.
- The company needs to address the concerns raised by its independent auditor regarding its ability to continue as a going concern.
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.
- 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.
- The Company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which Robert Haag is a member.
Key Dates
- 2020-10-27: Thumzup Media Corporation was incorporated.
- 2022-02: The Company was admitted to the Over-The-Counter Venture Market quotation system (OTCQB) under the symbol TZUP.
- 2024-07-11: Date of the preliminary prospectus.
Keywords
IPO, initial public offering, Thumzup Media Corporation, TZUP, Nasdaq, common stock, Dawson James Securities, underwriting, registration statement, securities
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.
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.
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
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.
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
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.
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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