Thumzup Media Corporation Announces $6.5 Million Financing at $6.00 Per Share

Rhea-AI Summary

Thumzup Media Corporation (Nasdaq: TZUP) has announced a registered direct offering to raise $6.5 million through the sale of up to 1,083,333 shares of common stock at $6.00 per share. The offering includes shares issuable upon conversion of Series C Convertible Preferred Stock.

As part of the transaction, Thumzup will issue 179,500 shares of Series C non-voting shares with 4.99% and 9.99% beneficial ownership limitations. Dominari Securities LLC is serving as the sole placement agent. The company plans to use the proceeds for general corporate purposes and exploring cryptocurrency accumulation opportunities.

The offering is being conducted through an effective shelf registration statement on Form S-3 (No. 333-286951), which was declared effective by the SEC on May 30, 2025.

Positive

• Secured $6.5 million in new funding through registered direct offering
• Strategic pricing at $6.00 per share indicates investor confidence
• Effective shelf registration statement already in place, streamlining the process

Negative

• Potential dilution for existing shareholders through issuance of new shares
• Non-specific use of proceeds beyond general corporate purposes
• Additional ownership restrictions through Series C preferred stock terms

Insights

Financial Analyst

Thumzup secures $6.5M financing at $6/share, signaling investor confidence despite dilution; funds target crypto expansion.

Thumzup has secured $6.5 million in financing through a registered direct offering at $6.00 per share, issuing up to 1,083,333 shares including those issuable upon conversion of Series C Convertible Preferred Stock. This financing structure suggests the company negotiated terms that protect against immediate massive dilution, as the Series C shares include 4.99% and 9.99% beneficial ownership limitations.

The $6.00 per share price point provides a concrete valuation metric for investors to evaluate the company's current market position. The fact that Thumzup could secure this financing through a registered offering (which involves SEC scrutiny) rather than resorting to more expensive or restrictive private placement options indicates a level of institutional credibility.

Most revealing is the stated use of proceeds - beyond general corporate purposes, Thumzup specifically mentions exploring "accumulating other cryptocurrencies." This signals a strategic pivot or expansion of their digital asset strategy, positioning themselves not just as an advertising technology company but potentially as a publicly-traded vehicle for cryptocurrency exposure. This move aligns with their self-description as a "digital asset accumulator and advertising industry disruptor."

The engagement of Dominari Securities as the sole placement agent suggests a focused rather than broadly syndicated offering, potentially indicating a targeted investor base familiar with digital asset business models. This financing provides Thumzup operational runway while they pursue their dual strategy in advertising technology and cryptocurrency accumulation.

LOS ANGELES, June 30, 2025 /PRNewswire/ -- Thumzup Media Corporation ("Thumzup" or the "Company") (Nasdaq: TZUP), a digital asset accumulator and advertising industry disruptor, today announced it has entered into a definitive agreement with investors to purchase up to 1,083,333 shares of common stock at a purchase price of $6.00 per share (which includes common stock issuable upon conversion of Series C Convertible Preferred Stock (the "Series C")) for gross proceeds of approximately $6.5 million before deducting placement agent commissions and other related expenses in a registered direct offering (the "Offering"). As part of the Offering, Thumzup will issue 179,500 shares of Series C which are non-voting shares and contain 4.99% and 9.99% beneficial ownership limitations. The Company intends to use the net proceeds from this proposed Offering for general corporate purposes and to explore accumulating other cryptocurrencies.

Dominari Securities LLC is acting as the sole placement agent for the Offering.

This Offering is being made pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-286951), declared effective by the U.S. Securities and Exchange Commission (the "SEC") on May 30, 2025. Such securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying shelf prospectus describing the terms of the Offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying shelf prospectus may be obtained, when available, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave 23 Floor, New York, NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Thumzup®

Thumzup Media Corporation (Thumzup) is democratizing the multi-billion dollar social media branding and marketing industry. Its flagship product, the Thumzup platform, utilizes a robust programmatic advertiser dashboard coupled with a consumer-facing App to enable individuals to get paid cash for posting about participating advertisers on major social media outlets through the Thumzup App. The easy-to-use dashboard allows advertisers to programmatically customize their campaigns. Cash payments are made to App users/creators through PayPal and other digital payment systems.

Thumzup was featured on CBS Los Angeles and in KTLA.

Forward-Looking Statements 
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to the Offering. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements. The closing of the Offering is dependent upon the proposed investors paying for their subscriptions. Other risks are contained in the Company's filings with the SEC, including in the Company's Annual Report on Form 10-K. Investors and security holders are urged to read these documents free of charge on the SEC's website at: http://www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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SOURCE Thumzup Media Corporation

FAQ

What is the size and price of Thumzup's (TZUP) new stock offering?

Thumzup is offering up to 1,083,333 shares at $6.00 per share, raising approximately $6.5 million in gross proceeds.

How will Thumzup (TZUP) use the proceeds from its $6.5M offering?

The company plans to use the net proceeds for general corporate purposes and to explore accumulating other cryptocurrencies.

What type of securities is Thumzup (TZUP) offering in June 2025?

Thumzup is offering common stock and Series C Convertible Preferred Stock, with 179,500 shares of Series C non-voting shares including 4.99% and 9.99% beneficial ownership limitations.

Who is the placement agent for Thumzup's (TZUP) $6.5M offering?

Dominari Securities LLC is acting as the sole placement agent for the offering.

What is the registration status of Thumzup's (TZUP) June 2025 offering?

The offering is being made through an effective shelf registration statement on Form S-3 (No. 333-286951), declared effective by the SEC on May 30, 2025.