Thumzup Media Corporation Announces Closing of $50 Million Public Offering of All Common Stock at $10 Per Share

Rhea-AI Summary

Thumzup Media (Nasdaq: TZUP) has successfully closed its previously announced public offering, raising $50 million in gross proceeds through the sale of common stock at $10 per share. The digital asset accumulator and advertising industry disruptor plans to utilize the net proceeds to explore cryptocurrency accumulation and mining equipment purchases, along with working capital and general corporate purposes.

The offering was conducted through Dominari Securities LLC as the exclusive placement agent, under a shelf registration statement on Form S-3. The registration was filed with the SEC on May 2, 2025, and became effective on May 30, 2025, with final prospectus documents filed on August 12, 2025.

Positive

• Successfully raised $50 million in gross proceeds through public offering
• Strategic expansion into cryptocurrency and mining operations
• Shelf registration statement already effective with SEC

Negative

• Potential dilution for existing shareholders due to new stock issuance
• Entering volatile cryptocurrency market poses significant risks
• Substantial portion of proceeds allocated to speculative crypto investments

Insights

Investment Banking Specialist

Thumzup's $50M public offering provides substantial capital for crypto investments, marking significant financial strengthening but carries execution risks.

Thumzup Media Corporation has successfully closed a $50 million public offering, selling common stock at $10 per share. This represents a substantial capital infusion for a company positioning itself as a "digital asset accumulator and advertising industry disruptor."

The capital allocation strategy is particularly noteworthy. Management has indicated they intend to use the proceeds primarily to explore cryptocurrency accumulation and mining equipment purchases, alongside working capital and general corporate purposes. This signals a significant strategic direction toward digital assets, potentially transforming the company's risk profile and business model.

The offering was conducted through a shelf registration (Form S-3), indicating the company had this financing option pre-approved by regulators. Dominari Securities served as the exclusive placement agent, suggesting this was a targeted offering rather than a broader market distribution.

For investors, this development brings both opportunities and uncertainties. The $50 million cash infusion substantially strengthens Thumzup's balance sheet and provides significant capital for its crypto-focused strategy. However, the success of this pivot depends heavily on cryptocurrency market conditions and management's execution in an inherently volatile sector. The lack of specificity regarding which cryptocurrencies they plan to accumulate or what percentage of proceeds will be allocated to digital assets versus operations introduces additional variables for investor consideration.

Net proceeds from the Offering to be used for exploring the accumulation of cryptocurrencies and crypto mining equipment, working capital and general corporate purposes

LOS ANGELES, Aug. 12, 2025 /PRNewswire/ -- Thumzup Media Corporation (Nasdaq: TZUP) ("Thumzup" or the "Company"), a digital asset accumulator and advertising industry disruptor, today announced the closing of its previously announced offering of all common stock at a public offering price of $10 per share (the "Offering"), resulting in gross proceeds of $50 million, before deducting placement agent fees and other related expenses.

The Company intends to use the net proceeds from the Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general corporate purposes.

Dominari Securities LLC acted as the exclusive placement agent for the Offering.

This Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus, initially filed with the U.S. Securities and Exchange Commission (the "SEC") on May 2, 2025, as amended and declared effective by SEC on May 30, 2025.

A preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof was filed with the SEC on August 11, 2025 and forms a part of the effective registration statement, and is available on the SEC's website located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the Offering was filed with the SEC on August 12, 2025 and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, 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 is pioneering a new era of digital marketing and financial innovation. The Company operates a proprietary platform that empowers users to earn cash for sharing branded content on social media, seamlessly managed through a programmatic advertiser dashboard. Payments are made via PayPal and other leading digital channels.

In parallel with the growth of its AdTech platform, Thumzup has strategically expanded its treasury strategy beyond Bitcoin to include leading cryptocurrencies, such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin, reinforcing the Company's commitment to financial agility and innovation.

Thumzup is also developing its patent-pending Lifestyle AI Agent Marketplace, which aims to enhance lifestyle planning by offering curated, AI-powered experiences.

The Thumzup app is available for download on the App Store and Google Play. The Company has been featured on CBS Los Angeles and 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 including, but not limited to, the intended use of proceeds from the Offering, including to acquire digital assets and a change of circumstances and adverse changes in the crypto market including federal legislation and adverse regulations. 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. 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

How much did Thumzup Media (TZUP) raise in their August 2025 public offering?

Thumzup Media raised $50 million in gross proceeds through a public offering of common stock priced at $10 per share.

What will Thumzup Media use the proceeds from their 2025 public offering for?

The net proceeds will be used to explore cryptocurrency accumulation and mining equipment purchases, as well as for working capital and general corporate purposes.

Who was the placement agent for Thumzup's $50 million offering?

Dominari Securities LLC acted as the exclusive placement agent for the offering.

When did the SEC declare Thumzup's shelf registration statement effective?

The SEC declared Thumzup's shelf registration statement on Form S-3 effective on May 30, 2025.

What was the price per share for Thumzup's August 2025 public offering?

The public offering price was set at $10 per share.