NASDAQ
1 days, 16 hours ago 
TZUP
Thumzup Media CORP
8-K: Thumzup Media Corporation to Engage Investment Community at Coinbase Crypto Summit
Thumzup Media Corporation announced its plan to present a slide presentation to the investment community, including at Coinbase's State of Crypto Summit on June 12, 2025, as part of a Regulation FD disclosure.
NASDAQ
7 days, 10 hours ago 
TZUP
Thumzup Media CORP
Form 4: THUMZUP MEDIA Director Converts Preferred Stock to Common Shares Following Price Trigger
Joanna D. Massey, a Director at THUMZUP MEDIA Corp (TZUP), has converted 800 shares of Series B Preferred Convertible Voting Stock into 10,000 shares of common stock, triggered by the common stock price exceeding its conversion threshold.
Better than expected
 
NASDAQ
7 days, 10 hours ago 
TZUP
Thumzup Media CORP
Form 4: Thumzup Media Director's Preferred Stock Automatically Converts to Common Shares Following Price Trigger
Robert L. Haag, a Director of Thumzup Media Corp (TZUP), saw 1,000 shares of Series B Preferred Convertible Voting Stock automatically convert into 12,500 shares of common stock on May 29, 2025, due to the common stock exceeding its conversion price for 10 consecutive trading days.
Better than expected
 
NASDAQ
21 days, 11 hours ago 
TZUP
Thumzup Media CORP
10-Q: Thumzup Media Corporation Reports Q1 2025 Results, Citing Increased Operating Expenses and Bitcoin Strategy Impact
Thumzup Media Corporation's Q1 2025 results reveal a net loss attributable to common stockholders of $2.16 million, driven by increased operating expenses and strategic investments in Bitcoin.
Worse than expected
 
Capital raise
 
NASDAQ
23 days, 17 hours ago 
TZUP
Thumzup Media CORP
8-K: Thumzup Media Corporation Secures Bitcoin-Backed Credit Facility with Coinbase Prime
Thumzup Media Corporation has established a Bitcoin-backed credit facility with Coinbase Prime to enhance its capital strategy and accelerate its Bitcoin acquisition strategy.
Capital raise
 
NASDAQ
24 days, 6 hours ago 
TZUP
Thumzup Media CORP
DEF 14C: Thumzup Media Corporation Seeks Stockholder Approval for Key Corporate Actions
Thumzup Media Corporation notifies stockholders of actions approved by majority consent, including director elections, equity incentive plan, auditor ratification, executive compensation, and potential securities issuances.
Capital raise
 
NASDAQ
36 days, 11 hours ago 
TZUP
Thumzup Media CORP
10-K/A: Thumzup Media Corporation Files Amendment to 10-K, Addressing Omitted Information on Directors, Executive Pay, and Governance
Thumzup Media Corporation files an amendment to its annual report on Form 10-K to include previously omitted information regarding directors, executive compensation, and corporate governance.
NASDAQ
72 days, 16 hours ago 
TZUP
Thumzup Media CORP
8-K: Thumzup Media Corporation Announces Share Repurchase Program Update
Thumzup Media Corporation reports the repurchase of 45,000 shares on March 20 and 21, 2025, for approximately $171,700.
NASDAQ
77 days, 13 hours ago 
TZUP
Thumzup Media CORP
8-K: Thumzup Media Corporation Initiates $1 Million Share Buyback Program
Thumzup Media Corporation announces a share repurchase program of up to $1 million, demonstrating commitment to shareholder value and strategic capital deployment.
NASDAQ
78 days, 13 hours ago 
TZUP
Thumzup Media CORP
Form 4: Thumzup Media Corp CFO Increases Stake in Company
Isaac Dietrich, CFO of Thumzup Media Corp, reports purchasing additional shares of common stock.
TZUP 
Thumzup Media CORP 
NASDAQ

DEF 14C: Thumzup Media Corporation Seeks Stockholder Approval for Key Corporate Actions

Sentiment:
 Information Statement
 12 May 2025 9:00 PM

Thumzup Media Corporation notifies stockholders of actions approved by majority consent, including director elections, equity incentive plan, auditor ratification, executive compensation, and potential securities issuances.

Capital raise
  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. 

Summary
  • Thumzup Media Corporation is providing an information statement to its stockholders regarding corporate actions approved by written consent of the Board of Directors and holders of a majority of the voting power of the company's outstanding capital stock.
  • The actions include electing five directors, approving the 2025 Equity Incentive Plan (reserving 2,000,000 shares), ratifying the appointment of Haynie & Company as the independent auditor for the fiscal year ending December 31, 2025, approving executive compensation on an advisory basis, and approving the issuance of securities in non-public offerings with a maximum discount of 20% below market price.
  • These actions were approved on April 29, 2025, and will become effective no sooner than 20 days after the definitive Information Statement is distributed to shareholders.
  • Stockholders are not required to take any action in response to this information statement.
Sentiment

Score: 6

Explanation: The document is primarily informational and procedural, outlining previously approved actions. While the potential for capital raising is positive, the dilution risk and reliance on non-public offerings temper the overall sentiment.

Positives
  • The company is proactively seeking stockholder approval for key corporate actions.
  • The approval of the 2025 Equity Incentive Plan allows the company to attract and retain key employees.
  • Ratification of the independent auditor ensures financial oversight.
  • The approval for potential non-public offerings provides flexibility for raising capital.
Negatives
  • The potential issuance of securities in non-public offerings could dilute existing shareholders' ownership.
  • The maximum discount of 20% in non-public offerings could negatively impact the share price.
  • The advisory vote on executive compensation is non-binding.
Risks
  • The potential issuance of a large number of shares could dilute existing shareholders' ownership and voting power.
  • The company's reliance on non-public offerings to raise capital may indicate difficulty accessing traditional funding sources.
  • The lack of a formal policy regarding communications with the Board may limit stockholder input.
  • The company's ability to achieve its financial goals, including reaching certain net monthly ad revenue targets, is uncertain.
Future Outlook

The company may seek to raise additional capital to implement its business strategy and enhance its overall capitalization through non-public offerings, but the specific terms and success of these offerings are uncertain.

Industry Context

The approval for potential non-public offerings is relevant in the context of current market conditions, where companies may need to explore alternative funding sources. The company's focus on attracting and retaining key employees through equity incentives aligns with industry trends in competitive talent markets.

Comparison to Industry Standards
  • The company's approach to executive compensation and corporate governance can be compared to other small-cap companies listed on the Nasdaq Capital Market.
  • The potential dilution from the 2025 Equity Incentive Plan (approximately 21.04%) should be assessed against industry benchmarks for similar-sized companies.
  • The fees paid to the independent auditor should be compared to those of peer companies to ensure cost-effectiveness.
Stakeholder Impact
  • Existing shareholders may experience dilution of their ownership and voting power if the company issues new shares in non-public offerings.
  • Employees may benefit from the 2025 Equity Incentive Plan, which provides opportunities for equity ownership.
  • The company's ability to raise capital and execute its business strategy will impact its long-term prospects and value for all stakeholders.
Next Steps
  • The company will proceed with the corporate actions outlined in the information statement.
  • The company may conduct one or more non-public offerings to raise capital.
  • The Board will continue to oversee the management of the company and its business strategies.
Related Party Transactions
  • The company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which director Robert Haag is a member.
  • Isaac Dietrich and Daniel Lupinelli subscribed to purchase shares of common stock under the company's qualified offering under Regulation A+.
  • Westside Strategic Partners, LLC, of which director Robert Haag is the Managing Member and sole owner, subscribed to purchase shares of common stock under the company's qualified offering under Regulation A+.
  • Westside entered into certain Waiver Agreements with the company pursuant to which Westside was issued common and Series A Preferred stock for the waiver of liquidated damages.
  • Westside entered into Promissory Notes with the company.
  • Joanna Massey acquired shares of Series B Preferred Stock.
  • Joanna Massey and Westside received common shares as dividends due under the Series B Preferred Certificate of Designation.
  • Joanna Massey, Isaac Dietrich and Westside received Series A Preferred shares as dividends due under the Series A Preferred Certificate of Designation.
Key Dates
  • 2022-09-21: Robert Steele and Danny Lupinelli entered into Lockup Agreements with holders of the Series A Preferred Convertible Stock.
  • 2024-10-29: Thumzup's Nasdaq listing date.
  • 2025-03-11: Annual Report on Form 10-K for the fiscal year ended December 31, 2024 was filed with the SEC.
  • 2025-04-28: Record date for the determination of stockholders entitled to receive the Information Statement.
  • 2025-04-29: Date on which the Board of Directors and stockholders holding a majority of the company's outstanding voting capital stock approved the corporate actions by written consent.
  • 2025-04-30: Amendment to the 2024 Annual Report was filed with the SEC.
  • 2025-05-12: Date on or about which the company is mailing the definitive Information Statement materials to stockholders of record.
  • 2025-06-02: Approximate effective date of the Corporate Actions, 20 days after mailing the Definitive Information Statement.
  • 2025-10-27: Deadline for non-public offerings to occur, if at all, unless a shorter time is required by Nasdaq.
  • 2025-12-31: Fiscal year end for which Haynie & Company is appointed as the independent registered public accounting firm.
Keywords
Thumzup Media Corporation, equity incentive plan, non-public offerings, director election, executive compensation, Haynie & Company, corporate governance, stockholders
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.
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.
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.
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
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.
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
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
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.

Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.