Thumzup Media Corporation Announces Proposed Public Offering

Rhea-AI Summary

Thumzup Media (Nasdaq: TZUP), a digital asset accumulator and advertising industry disruptor, has announced a public offering of Series D Non-Voting Convertible Preferred Stock. The company plans to use the proceeds for exploring cryptocurrency accumulation, mining equipment acquisition, working capital, and general corporate purposes.

The offering is being conducted on a best efforts basis through Dominari Securities LLC as the sole placement agent. The offering is made pursuant to a shelf registration statement on Form S-3 (File No. 333-286951) that was declared effective by the SEC on May 30, 2025.

Positive

• Potential expansion into cryptocurrency and mining operations
• Access to additional working capital through preferred stock offering
• Already has effective SEC registration statement in place

Negative

• Potential dilution for existing shareholders through convertible preferred stock
• Uncertainty regarding completion and terms of the offering
• No specified offering size or terms disclosed

Insights

Financial Analyst

Thumzup Media initiates a dilutive preferred stock offering to fund cryptocurrency investments, signaling strategic pivot and financial needs.

Thumzup Media has announced a best efforts public offering of Series D Non-Voting Convertible Preferred Stock, which warrants close attention from investors for several critical reasons. First, the company explicitly plans to use proceeds for cryptocurrency accumulation and mining equipment, signaling a strategic pivot or expansion into digital assets that fundamentally changes its risk profile and business model.

The structure as a best efforts offering (rather than firm commitment) indicates potential uncertainty about investor demand, while the non-voting convertible preferred structure suggests management is seeking capital without immediately diluting voting control. However, the eventual conversion feature still presents future dilution potential for common shareholders.

Several concerning red flags emerge in this announcement. The company provides no details on offering size, price, or conversion terms - all crucial elements for assessing financial impact. The vague timeline and conditional language ("proposed" offering, "subject to market conditions") introduce significant execution uncertainty. Most importantly, the statement that "there can be no assurance as to whether or when the Offering may be completed" suggests potential difficulties in securing investor interest.

The planned use of proceeds for cryptocurrency speculation represents a material shift away from the company's self-described core business as an "advertising industry disruptor," potentially indicating either a strategic transformation or capital allocation issues. With Dominari Securities acting as sole placement agent rather than a major investment bank, questions arise about the offering's institutional support and marketability.

LOS ANGELES, Aug. 8, 2025 /PRNewswire/ -- Thumzup Media Corporation (Nasdaq: TZUP) ("Thumzup" or the "Company"), a digital asset accumulator and advertising industry disruptor, today announced that it has commenced a best efforts public offering of shares of its newly designated Series D Non-Voting Convertible Preferred Stock, $0.001 par value per share ("Preferred Stock"). The Company intends to use the net proceeds from this proposed offering (the "Offering") for exploring the accumulation of cryptocurrencies and mining equipment, working capital and general corporate purposes. The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

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

This Offering is being 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, and declared effective by SEC on May 30, 2025. The Offering of Preferred Stock will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus ("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 preliminary prospectus supplement and the accompanying Shelf Prospectus relating to the Offering 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. 

Before investing in this Offering, interested parties should read, in their entirety, the preliminary prospectus supplement and the accompanying Shelf Prospectus and the other documents that the Company has filed with the SEC pertaining to the Offering and that are incorporated by reference in such preliminary prospectus supplement and the accompanying Shelf Prospectus, which provide more information about the Company and such Offering.

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 satisfaction of customary closing conditions related to the Offering, 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, market and other conditions. 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

What is the purpose of Thumzup Media's (TZUP) Series D preferred stock offering?

The offering proceeds will be used for exploring cryptocurrency accumulation, mining equipment, working capital, and general corporate purposes.

Who is the placement agent for Thumzup Media's (TZUP) preferred stock offering?

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

When was Thumzup's (TZUP) shelf registration statement declared effective by the SEC?

The shelf registration statement was declared effective by the SEC on May 30, 2025.

What type of stock is Thumzup (TZUP) offering in this public offering?

Thumzup is offering Series D Non-Voting Convertible Preferred Stock with a $0.001 par value per share.

How can investors access information about Thumzup's (TZUP) preferred stock offering?

Investors can access the preliminary prospectus supplement and Shelf Prospectus through the SEC's website or by contacting Dominari Securities.