Thumzup Media Corporation Announces Update to the Terms of its Proposed Public Offering

Rhea-AI Summary

Thumzup Media (Nasdaq: TZUP) has announced updated terms for its previously disclosed best efforts public offering. The offering will now include common stock and pre-funded warrants to purchase common stock for certain investors. The company plans to use the proceeds for exploring cryptocurrency accumulation, mining equipment acquisition, working capital, and general corporate purposes.

The offering is being made through a shelf registration statement on Form S-3 that was declared effective by the SEC on May 30, 2025. Dominari Securities LLC is serving as the sole placement agent. The completion and terms of the offering are subject to market conditions, with no guarantees of successful execution.

Positive

• Flexibility in offering structure with both common stock and pre-funded warrants
• Plans to explore cryptocurrency and mining operations
• Effective shelf registration statement already in place

Negative

• Potential dilution for existing shareholders
• Uncertainty in offering completion and final terms
• No specified offering size or pricing details

Insights

Financial Analyst

Thumzup updated its offering terms to include pre-funded warrants alongside common stock, potentially diluting existing shareholders while pursuing crypto investments.

Thumzup Media Corporation has modified the structure of its previously announced public offering, now including both common stock and pre-funded warrants as investment options. This adjustment likely aims to attract a broader range of investors by providing alternative securities structures. The pre-funded warrants are particularly noteworthy as they essentially represent shares that investors can pay for upfront while delaying actual share issuance – a mechanism that can help certain institutional investors manage their position disclosure requirements or ownership thresholds.

The company's stated use of proceeds reveals a significant strategic direction: exploring cryptocurrency accumulation and mining equipment investments. This signals Thumzup's potential pivot or expansion into the digital asset space, aligning with its self-description as a "digital asset accumulator." Such a move represents a material business strategy shift that could substantially alter the company's risk profile and revenue model.

Investors should recognize this offering will likely result in equity dilution for existing shareholders. The "best efforts" nature of the offering indicates uncertainty about the total capital raise, as this structure doesn't guarantee the company will secure its target funding amount. Additionally, the explicit statement that the offering completion is subject to market conditions suggests some flexibility in timing and potentially final pricing, introducing execution risk.

The involvement of Dominari Securities as the sole placement agent indicates this is a relatively small offering, as larger raises typically involve multiple underwriters. This context, combined with the company's Nasdaq listing status and the evolving offering terms, portrays a smaller-cap company actively seeking capital to fund a strategic shift toward cryptocurrency-related activities.

LOS ANGELES, Aug. 9, 2025 /PRNewswire/ -- Thumzup Media Corporation (Nasdaq: TZUP) ("Thumzup" or the "Company"), a digital asset accumulator and advertising industry disruptor, today announced that it has updated the terms of its previously disclosed best efforts public offering to now consist of common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common 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 common stock and/or pre-funded warrants 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 are the updated terms of Thumzup Media's (TZUP) public offering?

Thumzup Media has updated its offering to include common stock and pre-funded warrants to purchase common stock for certain investors, with Dominari Securities LLC acting as the sole placement agent.

How will Thumzup Media (TZUP) use the proceeds from this offering?

The company plans to use the net proceeds for exploring cryptocurrency accumulation, mining equipment acquisition, working capital, and general corporate purposes.

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

The shelf registration statement on Form S-3 was declared effective by the SEC on May 30, 2025.

Who is the placement agent for Thumzup's (TZUP) public offering?

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

What regulatory approvals does Thumzup (TZUP) have for this offering?

The offering is being made through a shelf registration statement on Form S-3 (File No. 333-286951) that was filed on May 2, 2025 and declared effective by the SEC on May 30, 2025.