TZUP
Thumzup Media CORP
NASDAQ
10-K: Thumzup Media Corporation Reports Full Year 2023 Results, Cites Ongoing Development and Expansion Efforts
Sentiment:
Annual Results
20 March 2024 5:17 PM
Thumzup Media Corporation's 2023 annual report reveals a year of continued development and marketing efforts with nominal revenue and significant operating losses.
Worse than expected
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
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.
Summary
- Thumzup Media Corporation, a social media marketing company, reported its financial results for the year ended December 31, 2023.
- The company experienced a net loss of $3,324,180, primarily due to software research and development, marketing, professional and consulting, and general and administrative expenses.
- Revenues were nominal at $2,048 for 2023, a slight decrease from $2,421 in 2022.
- Operating expenses increased significantly to $2,521,078 in 2023 from $1,213,035 in 2022, driven by higher marketing and professional consulting costs.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
- As of December 31, 2023, Thumzup had cash and cash equivalents of $259,212 and an accumulated deficit of $5,691,803.
- The company is focused on developing its Thumzup App and expanding its marketing efforts.
Sentiment
Score: 3
Explanation: The document presents a concerning financial picture with significant losses, minimal revenue, and a going concern warning from the auditor. While the company has a unique business model, the financial risks and lack of current success make the overall sentiment negative.
Positives
- The company is actively developing its Thumzup App and platform.
- Thumzup is focused on a unique market segment, connecting brands with everyday social media users.
- The company is leveraging the gig economy trend to create a new form of social media marketing.
- Thumzup has a registered trademark for its logo and word mark.
- The company has secured some funding through the sale of equity and equity instruments.
Negatives
- The company has incurred significant operating losses since its inception.
- The company has generated minimal revenue to date.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
- The company has a significant accumulated deficit.
- The company is dependent on raising additional capital to fund its operations.
- The company's disclosure controls and procedures were deemed ineffective due to a material weakness in internal control over financial reporting.
- The company has restated its 2022 financial statements due to errors in accounting for liquidated damages.
Risks
- The company is a recently formed entity with an unproven business plan and has not yet established profitable operations.
- The company may not generate sufficient cash flows to cover its operating expenses.
- The company is dependent on third parties for critical services, including server maintenance and bandwidth.
- The company is dependent on key personnel, and their loss could harm the business.
- The company's common stock may be volatile and may not be approved for listing on a national securities exchange.
- The company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders.
- The company is an emerging growth company and may take advantage of reduced disclosure requirements.
- The company's business is sensitive to consumer spending, inflation, and economic conditions.
- The company's outsourced developers are based in Pakistan, which could be impacted by conflict in the Middle East.
- Cybersecurity breaches could compromise the company's information and expose it to liability.
Future Outlook
The company expects to continue to incur losses from operations and negative cash flows and will need to raise additional funding to sustain its ongoing operations and to continue its research and development activities.
Management Comments
- Management is proposing to raise additional funds not provided by operations through loans or through sales of its common stock.
- Management believes that the business will have sufficient staff, consultants, employees, agents, contractors, and managers to adequately conduct its business.
Industry Context
The company operates in the rapidly growing online advertising market, specifically within social media marketing. It is attempting to create a new market segment by focusing on non-professional content creators, which is different from existing influencer marketing platforms that target professional influencers. The company believes that there is a significant opportunity to connect brands with everyday people who are willing to promote products they love.
Comparison to Industry Standards
- The company's financial results are significantly below industry standards for established social media marketing companies, which typically generate substantial revenue and profits.
- The company's reliance on equity funding and its lack of revenue generation are not typical of mature companies in the online advertising space.
- The company's focus on nano-influencers is a unique approach compared to competitors who focus on professional influencers or micro-influencers with larger followings.
- The company's technology is still in development, and it has not yet achieved the scale or market penetration of its competitors.
- The company's financial performance is not comparable to companies like GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire, Influenster, Traackr, and Skeepers, which are established players in the influencer marketing software space.
Stakeholder Impact
- Shareholders face a high risk of loss due to the company's financial condition and going concern warning.
- Employees may be impacted by the company's financial instability and potential need to scale back operations.
- Customers (advertisers) may be hesitant to use the platform due to the company's financial risks.
- Suppliers and creditors may be concerned about the company's ability to meet its obligations.
- The company's ability to attract and retain users of the Thumzup App may be affected by its financial instability.
Next Steps
- The company plans to continue developing its Thumzup App and platform.
- The company intends to expand its marketing efforts to attract more advertisers and users.
- The company will seek additional financing to fund its operations and growth.
- The company is planning an underwritten offering in conjunction with a listing on a national exchange.
Related Party Transactions
- Westside Strategic Partners, LLC, owned by director Robert Haag, has engaged in multiple transactions with the company, including purchasing convertible notes, common stock, and preferred stock.
- The company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which director Robert Haag is a member.
- Robert Steele, the CEO, sold 100,000 shares of common stock in a private transaction.
- Daniel Lupinelli, a 10%+ shareholder, subscribed to purchase common stock under the company's qualified offering.
- Westside Strategic Partners, LLC, subscribed to purchase common stock under the company's qualified offering.
- Westside Strategic Partners, LLC, received dividends of Series A Preferred Stock.
- Westside Strategic Partners, LLC, entered into a Promissory Note with the Company.
- Westside Strategic Partners, LLC, acquired Series B Preferred Stock.
Key Dates
- 2020-10-27: Thumzup Media Corporation was incorporated.
- 2021-04-13: Trademark application filed for the word mark THUMZUP.
- 2021-09-13: Thumzup thumb logo registered as a trademark.
- 2022-06-21: Trademark for the word mark THUMZUP was granted registration.
- 2022-06-30: Meta Platforms, Inc. initially filed opposition to the Thumzup logo.
- 2022-08-05: Meta Platforms, Inc. withdrew their opposition to the Thumzup logo.
- 2022-10-01: Robert Steele's compensation as CEO commenced.
- 2023-06-01: Robert Steele's compensation as CEO was increased.
- 2023-12-31: End of the fiscal year for which the report is filed.
- 2024-03-05: Board of Directors adopted resolution creating Series B Preferred Convertible Voting Stock.
- 2024-03-18: Date of share count for the report, with 7,720,084 shares of common stock outstanding.
- 2024-03-20: Date the report was signed.
Keywords
social media marketing, influencer marketing, mobile app, gig economy, user-generated content, advertising, software as a service, content creators, micro-influencers, brand promotion
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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