10-K: Thumzup Media Corporation Reports 2024 Results, Highlights Bitcoin Strategy and Nasdaq Listing
Summary
- Thumzup Media Corporation, a social media marketing company, filed its 10-K report for the year ended December 31, 2024.
- The company focuses on connecting businesses with consumers through its Thumzup app, incentivizing users to post about brands.
- Thumzup is an emerging growth company and has elected to comply with certain reduced public company reporting requirements.
- The company incurred a net loss of $3,999,905 in 2024, primarily due to marketing, research and development, and administrative expenses.
- Revenues decreased to $741 in 2024 from $2,048 in 2023 as the company focused on expanding its footprint of listed businesses.
- Operating expenses increased by $1,425,585 to $3,946,663 in 2024, driven by increased marketing and professional and consulting expenses.
- As of December 31, 2024, the company had cash of $4,680,840 and stockholders' equity of $4,767,261.
- The company has net operating loss carryforwards of approximately $9,455,000 available to reduce future taxable income.
- Thumzup has adopted a Bitcoin strategy, purchasing 19.11 Bitcoin for $2.00 million between January 6 and 21, 2025.
- The company's Board of Directors approved a share repurchase program authorizing the purchase of up to $1 million of its common stock.
- The company listed on the Nasdaq Capital Market under the symbol TZUP in 2024.
Sentiment
Score: 4
Explanation: The document presents a mixed picture. While the company has achieved a Nasdaq listing and has a Bitcoin strategy, it is still incurring significant losses and has an accumulated deficit. The company's auditor has included an alleviation of going concern paragraph.
Positives
- The company successfully listed on the Nasdaq Capital Market.
- Thumzup has a significant amount of cash on hand, totaling $4,680,840 as of December 31, 2024.
- The company has net operating loss carryforwards of approximately $9,455,000, which can be used to reduce future taxable income.
- The Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of the Company's common stock.
Negatives
- The company incurred a net loss of $3,999,905 in 2024.
- Revenues decreased to $741 in 2024 from $2,048 in 2023.
- The company has an accumulated deficit of $9,691,708 as of December 31, 2024.
- The company's auditor has included an alleviation of going concern paragraph.
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's common stock price may be volatile.
- The company's Bitcoin strategy exposes it to various risks, including the volatility of Bitcoin and regulatory uncertainty.
- The company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company.
Future Outlook
The company expects to continue to incur significant operating and capital expenditures and, as a result, it expects significant net losses in the future. The company cannot assure that it will be able to achieve positive cash flow operations or, if achieved, that positive cash can be maintained for any significant period, or at all.
Management Comments
- Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.
- A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
- Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Industry Context
The company operates in the social media marketing and advertising industry, competing with influencer marketing software companies. The company believes it is developing a new form of social media marketing that does not currently exist, therefore existing descriptions of market size and penetration are not directly applicable.
Comparison to Industry Standards
- The document mentions competitors in influencer marketing software companies such as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire, Influenster, Traackr, and Skeepers.
- These competitors are primarily focused on professional influencers, while Thumzup aims to build a community of everyday people and empower them to post about brands they love.
- 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 may experience dilution due to the issuance of additional shares of common stock.
- Shareholders are exposed to the risks associated with the company's Bitcoin strategy.
- The company's financial performance may impact its ability to attract and retain employees.
- The company's ability to generate revenue and achieve profitability will impact its relationships with suppliers and customers.
Next Steps
- The company will continue to develop enhancements to its App and marketing efforts.
- The company will continue to examine the risks and rewards of its strategy to acquire and hold bitcoin.
- The company may purchase additional bitcoin and increase its overall holdings of bitcoin in the future.
- The company may consider pursuing strategies to create income streams or otherwise generate funds using its bitcoin holdings.
- The company may purchase shares of its common stock under the share repurchase program.
Related Party Transactions
- The document discloses several related party transactions, including payments to Elev8 New Media, LLC, a company affiliated with a director, and subscriptions to purchase common stock by officers and directors.
- The document discloses several promissory notes with Westside Strategic Partners, LLC, a company affiliated with a director.
Key Dates
- October 27, 2020: Thumzup Media Corporation was incorporated.
- September 26, 2022: The Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred.
- December 4, 2023: Westside entered into a Promissory Note with the Company for $ 30,000 (First Westside Note).
- December 5, 2023: The Company repaid the First Westside Note in full for $ 30,000.
- March 5, 2024: The Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred.
- August 26, 2024: Westside entered into a Promissory Note with the Company for $ 60,000 (Second Westside Note).
- September 24, 2024: Westside entered into a Promissory Note with the Company for $ 80,000 (Third Westside Note).
- October 21, 2024: Westside entered into a Promissory Note with the Company for $ 50,000 (Fourth Westside Note).
- October 28, 2024: Westside entered into a Promissory Note with the Company for $ 20,000 (Fifth Westside Note).
- October 30, 2024: The Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 on the Second Westside Note.
- October 30, 2024: The Company repaid principal of $ 80,000 together with accrued interest of $ 789 on the Third Westside Note.
- October 30, 2024: The Company repaid principal of $ 50,000 together with accrued interest of $ 123 on the Fourth Westside Note.
- October 30, 2024: The Company repaid principal of $ 20,000 together with accrued interest of $ 11 on the Fifth Westside Note.
- December 31, 2024: End of the fiscal year.
- January 6-21, 2025: The Company purchased 19.11 Bitcoin for $ 2.00 million.
- March 7, 2025: The Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of the Company's common stock.
- March 11, 2025: Date of the 10-K filing.
Keywords
Filings with Classifications
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.
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.
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.
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.
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.
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.
Annual Results
- The company's net loss increased from 2023 to 2024.
- The company's revenues decreased from 2023 to 2024.
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.
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 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.
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.
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.
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.
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.
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.
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.
Quarterly Report
- The company's revenue decreased significantly compared to the same periods in the previous year, indicating worse than expected performance.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Quarterly Report
- The company's net loss decreased significantly compared to the same period last year, indicating improved financial performance.
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.
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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