10-Q: Thumzup Media Corporation Reports Q3 2024 Results, Highlights Nasdaq Listing and Strategic Growth
Summary
- Thumzup Media Corporation reported its financial results for the third quarter of 2024, showing a net loss of $464,837 attributable to common stockholders, compared to a net loss of $1,113,781 for the same period in 2023.
- The company's revenue for the quarter was $150, a significant decrease from $72 in the same quarter of the previous year.
- Operating expenses decreased to $442,847 from $718,517 year-over-year, primarily due to reduced marketing and research and development costs.
- For the nine months ended September 30, 2024, the net loss attributable to common stockholders was $1,346,269, compared to $2,949,450 for the same period in 2023.
- The company's revenue for the nine-month period was $585, a decrease from $2,422 in the same period of the previous year.
- Operating expenses for the nine-month period decreased to $1,300,292 from $2,149,445 year-over-year.
- Thumzup successfully listed on the Nasdaq Capital Market on October 29, 2024, under the ticker symbol TZUP.
- The company completed a public offering on October 30, 2024, raising approximately $8.2 million in gross proceeds, including the full exercise of the underwriter's over-allotment option.
- As of November 8, 2024, Thumzup has paid out on 25,996 approved posts to 1,472 users regarding 559 advertisers since inception.
Sentiment
Score: 5
Explanation: The document presents a mixed picture. While the company has achieved a significant milestone with its Nasdaq listing and has reduced operating losses, the substantial decrease in revenue and the ongoing need for additional funding raise concerns. The material weakness in internal controls is also a negative factor. The sentiment is neutral to slightly negative.
Positives
- The company successfully listed on the Nasdaq Capital Market, a significant milestone for the company.
- Thumzup raised approximately $8.2 million in gross proceeds through a public offering, strengthening its financial position.
- Operating expenses have been significantly reduced, indicating improved cost management.
- The net loss attributable to common shareholders has decreased, showing progress towards profitability.
- The company has seen a significant increase in advertisers, demonstrating growth in its platform's adoption.
Negatives
- Revenue decreased significantly for both the three and nine-month periods ending September 30, 2024, compared to 2023.
- The company continues to operate at a loss, with an accumulated deficit of $7,038,071 as of September 30, 2024.
- The company has a material weakness in its internal control over financial reporting.
- The company has relied heavily on equity funding and may need to raise additional capital to continue as a going concern.
Risks
- The company's ability to continue as a going concern is dependent on raising additional funds or achieving profitable operations.
- There is a material weakness in the company's internal control over financial reporting, which could lead to misstatements in financial reports.
- The company faces competition in the social media marketing space.
- The company's success depends on attracting and retaining both advertisers and content creators on its platform.
- The company's revenue is still very low and needs to increase significantly to achieve profitability.
Future Outlook
The company intends to continue to grow its platform and secure more advertisers and users. Management is proposing to raise additional funds through loans or sales of common stock to continue as a going concern.
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 Thumzup App is a conduit for Advertisers to connect directly with consumers.
- Management believes that acceptance of its App and subsequent revenue growth can be driven by empowering everyday people to make money by posting about brands and services that they already find enjoyable and attractive on social media.
Industry Context
The company operates in the social media marketing and advertising space, which is a rapidly growing industry. Thumzup is attempting to capitalize on the gig economy and the increasing importance of social media in consumer purchasing decisions. The company's approach of incentivizing everyday users to create content aligns with the trend of authentic and user-generated content.
Comparison to Industry Standards
- Thumzup's revenue is significantly lower than established social media marketing companies, such as those with large advertising platforms like Meta (Facebook/Instagram) or Google (YouTube).
- The company's operating losses are typical for an early-stage technology company, but the rate of revenue growth needs to accelerate to achieve profitability.
- Compared to other companies in the gig economy, Thumzup's platform is still in its early stages of development and adoption.
- The company's reliance on equity funding is common for startups, but the need to raise additional capital highlights the challenges of achieving sustainable growth.
- The successful Nasdaq listing is a positive step, but the company needs to demonstrate consistent revenue growth and profitability to be comparable to more mature public companies.
Stakeholder Impact
- Shareholders may be impacted by the company's ongoing losses and the need for additional funding.
- Employees may be impacted by the company's financial performance and any potential changes in operations.
- Customers (advertisers) may be impacted by the company's ability to provide a reliable and effective platform.
- Content creators may be impacted by the company's ability to attract advertisers and provide consistent payment opportunities.
Next Steps
- The company plans to continue to grow its platform and secure more advertisers and users.
- The company plans to remediate the material weakness in its internal control over financial reporting by appointing additional qualified personnel.
- The company will need to manage expenses and potentially raise additional funding to continue as a going concern.
Related Party Transactions
- The company entered into multiple promissory notes with Westside Strategic Partners, LLC, a related party controlled by a company director.
- Several directors and related parties acquired shares of Series B Preferred Stock and received dividends in the form of Series A Preferred Stock and common stock.
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.
- 2022-09-26: 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.
- 2024-03-05: 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.
- 2024-05-30: The Company and Mr. Steele entered into an Executive Employment Agreement, which, among other things, employs Mr. Steele as the Chief Executive Officer of the Company. The Company and Mr. Dietrich entered into an Executive Employment Agreement, which, among other things, employes Mr. Dietrich as the Chief Financial Officer of the Company.
- 2024-08-26: The Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, for $60,000.
- 2024-09-24: The Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, for $80,000.
- 2024-09-30: End of the reporting period for the quarterly report.
- 2024-10-21: Westside entered into a Promissory Note with the Company for $50,000.
- 2024-10-28: Dr. Joanna Massey, Paul Dickman and Isaac Dietrich were appointed to Thumzups Board of Directors. The Company entered into an underwriting agreement with Dawson James Securities, Inc. The Company issued Stock Option Agreements under its 2024 Equity Incentive Plan to two officers and three directors.
- 2024-10-28: Westside entered into a Promissory Note with the Company for $20,000.
- 2024-10-29: The Common Stock commenced trading on The Nasdaq Capital Market under the ticker symbol TZUP.
- 2024-10-30: The Company closed its public offering. Thumzup repaid Westside Strategic Partners, LLC, for four bridge notes. Thumzup issued Stock Option Agreements under its 2024 Equity Incentive Plan to nine non-executive and non-director employees and contractors.
- 2024-11-01: Dawson James Securities, Inc., fully exercised its overallotment option to purchase an additional 213,750 shares.
- 2024-11-08: Latest practicable date for share count.
- 2024-11-14: Date of the quarterly report.
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 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.
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 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 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 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/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 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.
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.
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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