TZUP
Thumzup Media CORP
NASDAQ
S-1/A: Thumzup Media Corporation Files Amendment No. 3 to Form S-1 for Initial Public Offering
Sentiment:
S-1/A Filing
26 July 2024 4:16 PM
Thumzup Media Corporation updates its registration statement for an IPO of 1,000,000 shares, aiming for a Nasdaq listing under the symbol TZUP.
Worse than expected
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
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.
Summary
- Thumzup Media Corporation has filed Amendment No. 3 to its Form S-1 registration statement for an initial public offering.
- The company plans to offer 1,000,000 shares of common stock, with an estimated price between $5.00 and $7.00 per share.
- Thumzup intends to list its shares on the Nasdaq Capital Market under the symbol TZUP, contingent upon approval.
- The offering includes an underwriter's option to purchase up to 150,000 additional shares to cover over-allotments.
- The company will issue warrants to the underwriter to purchase 5% of the shares sold in the offering.
- Net proceeds from the offering are intended for software development, advertising, salaries, operational expenses, and professional services.
- Thumzup operates a social media marketing platform connecting brands with consumers, incentivizing them to create authentic content.
- The company's key metrics as of May 10, 2024, include 19,182 approved posts, 1,127 users, and 223 advertisers since inception.
- 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: 4
Explanation: The document presents a mixed sentiment. While the company is pursuing growth opportunities through an IPO and operates in a growing market, it also faces significant financial challenges, including operating losses and concerns about its ability to continue as a going concern. The risks associated with the company's business and the lack of an active trading market for its stock further contribute to a cautious sentiment.
Positives
- The company is positioning itself to capitalize on the growing influencer marketing industry, which is estimated to reach $199.6 billion by 2032.
- Thumzup's platform aims to democratize social media marketing by connecting advertisers with everyday users, potentially offering a more authentic and cost-effective approach.
- The company has experienced a 148% CAGR in the number of advertisers since May 10, 2023.
- The company has a registered trademark for the Thumzup thumb logo.
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 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 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 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 is a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets in which it intends to operate.
- The company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company.
- 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 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.
- If equity research analysts do not publish research or reports about the company, or if they issue unfavorable commentary or downgrade its common stock, the market price of its common stock will likely decline.
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 industry, specifically targeting the micro-influencer segment, which is a rapidly growing area within the broader influencer marketing landscape.
Comparison to Industry Standards
- The document mentions competitors in influencer marketing software such as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire, Influenster, Traackr, and Skeepers.
- These competitors primarily focus on professional influencers, whereas Thumzup aims to activate everyday end-user micro-influencers.
- The document states that the average American adult spent 7 hours and 58 minutes per day using digital media in 2020 according to a 2020 eMarketer Report.
Stakeholder Impact
- Shareholders face the risk of dilution and potential losses due to the company's financial challenges and the volatility of its stock price.
- Employees' job security may be affected by the company's ability to secure funding and achieve profitability.
- Customers (advertisers and creators) may be impacted by the company's ability to maintain and improve its platform and services.
- Suppliers and creditors face the risk of non-payment if the company's financial situation deteriorates.
Next Steps
- Obtain Nasdaq approval for listing.
- Complete the initial public offering.
- Execute the business plan and scale operations.
- Attract and retain advertisers and creators.
- Continue software development and marketing efforts.
Related Party Transactions
- Robert Haag, a Director of the Company, is the Managing Member and sole owner of Westside Strategic Partners, LLC (Westside).
- On November 18, 2022, the Company entered into a Media Relations Services Agreement (the Media Relations Services Agreement) with Elev8 New Media, LLC (Elev8), of which one of our directors, Robert Haag, is a member.
Key Dates
- 2020-10-27: Thumzup Media Corporation was incorporated.
- 2022-02: Company was admitted to the Over-The-Counter Venture Market quotation system (OTCQB) under the symbol TZUP.
- 2024-05-10: Key metrics data as of this date.
- 2024-07-26: Date of the prospectus.
Keywords
Thumzup, IPO, initial public offering, social media marketing, advertising, common stock, Nasdaq, underwriter, warrants, influencer marketing, mobile app
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.
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.
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.
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.
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.
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