TZUP
Thumzup Media CORP
NASDAQ
S-1/A: Thumzup Media Corporation Files Amendment No. 4 to Form S-1 for Proposed Public Offering
Sentiment:
S-1/A Amendment
30 July 2024 4:34 PM
Thumzup Media Corporation files an amendment to its Form S-1 registration statement related to a proposed public offering of its common stock, including an underwriter option and representative warrants.
Capital raise
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.
Summary
- Thumzup Media Corporation has filed Amendment No. 4 to its Form S-1 registration statement with the SEC.
- The amendment primarily addresses Item 16 of Part II and includes certain exhibits.
- The company intends to offer shares of its common stock to the public.
- Dawson James Securities, Inc. is acting as the representative of the underwriters for the offering.
- The company is offering an aggregate of [___] firm shares of common stock, with an over-allotment option for the underwriters to purchase up to [] additional shares (15% of the firm shares).
- The purchase price for one firm share is $[] (92% of the public offering price per firm share of $[]).
- The company will issue a warrant to the representative for the purchase of common shares equal to 5.0% of the firm shares issued in the offering, at an initial exercise price of $[] per share (125% of the public offering price).
- The company estimates the maximum aggregate offering price to be $8,050,000 for the common stock and $503,125 for the underwriter warrants.
- The net fee due is $1,262.44.
Sentiment
Score: 7
Explanation: The document is a standard regulatory filing related to a public offering. The sentiment is neutral to positive, as it indicates the company is progressing with its capital-raising plans. The presence of an underwriter and standard terms suggest a reasonable level of confidence in the offering's potential success.
Positives
- The company is moving forward with its plans to raise capital through a public offering.
- The engagement of Dawson James Securities, Inc. as the underwriter representative provides expertise and support for the offering.
- The over-allotment option provides flexibility for the underwriters to manage demand.
- The company has been approved for listing on The Nasdaq Capital Market.
Risks
- The success of the offering depends on market conditions and investor demand.
- The company's financial performance could impact the offering price and investor interest.
- Regulatory reviews and potential delays could affect the timing of the offering.
- The company's reliance on Dawson James Securities, Inc. for the offering's success creates a dependency risk.
Future Outlook
The company intends to commence the proposed sale to the public as soon as practicable after the effective date of the registration statement.
Industry Context
This announcement reflects a company seeking capital in the public markets, a common practice for growth-oriented businesses. The engagement of an underwriter is standard procedure for managing the complexities of a public offering.
Comparison to Industry Standards
- The underwriting discount of 8.0% is within the typical range for small-cap IPOs, which can range from 7% to 10% depending on the deal size, risk profile, and underwriter.
- The representative's warrant for 5.0% of the firm shares is a standard form of compensation for the underwriter.
- The lock-up agreements for officers, directors, and certain stockholders are standard practice to prevent a flood of shares into the market immediately after the IPO.
Stakeholder Impact
- Shareholders will experience dilution as a result of the new shares being issued.
- The company will have access to additional capital to fund its growth plans.
- Employees may benefit from the company's increased financial stability and growth prospects.
- Customers may benefit from the company's ability to invest in product development and customer service.
Next Steps
- The company will continue to work with the SEC to finalize the registration statement.
- The company and the underwriter will proceed with marketing the offering to potential investors.
- The company will determine the final offering price and the number of shares to be sold.
- The company will close the offering and receive the net proceeds.
Key Dates
- June 23, 2021: Filing date of Articles of Incorporation (S-1/A 333-255624 3.1)
- September 27, 2022: Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (8-K 333-255624 3.1)
- December 9, 2022: Certificate of Amendment to the Articles of Incorporation filed November 4, 2022 (1-A/A 024-12067 3.2)
- March 20, 2024: Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock (10-K 333-255624 3.5)
- May 30, 2024: Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 (S-1 333-279828 10.10)
- May 30, 2024: Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 (S-1 333-279828 10.11)
- June 20, 2024: Amended and Restated Bylaws (S-1 333-27982 3.3)
- July 11, 2024: Consent of Sichenzia Ross Ference Carmel LLP (Included in Exhibit 5.1) (S-/1A 333-279828 23.1)
- July 26, 2024: Form of Representative Warrant (S-/1A 333-279828 4.1)
- July 26, 2024: Consent of Haynie & Company (S-/1A 333-279828 23.2)
- July 30, 2024: Date of signatures on the Registration Statement.
- [], 2024: Date of Underwriting Agreement
Keywords
public offering, securities, underwriting, common stock, registration statement, Thumzup Media Corporation, Dawson James Securities, S-1, offering
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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