Welcome to our dedicated page for THUMZUP MEDIA CORPORATION SEC filings (Ticker: TZUP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
When you review Thumzup Media Corporation's disclosures, it’s not just about revenue lines; it’s about how fast the social-influence engine is converting likes into dollars. Investors typically open an SEC filing searching for user-growth metrics, ad-placement take rates and costs tied to the company’s mobile rewards platform. Yet those details are scattered across dozens of exhibits and footnotes—making even a single 10-K a time sink.
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On 17 June 2025, Thumzup Media Corporation ("TZUP") filed a Form 8-K announcing an amendment to its Articles of Incorporation that creates a new class of equity, the Series C Convertible Preferred Stock.
Key terms of the Series C:
- Shares authorized: 200,000
- Par value: $0.001 per share
- Stated value: $60.00 per share
- Ranking: Junior to existing Series A and Series B preferred, senior to common stock and any future preferred stock
- Voting rights: Vote with common stock on an as-converted basis
- Liquidation preference: Participates on an as-converted basis after Series A and Series B holders
- Conversion mechanics: Price subject to customary anti-dilution adjustments; post-conversion ownership capped at 4.99 % or 9.99 % (at holder’s election) to limit concentration
The amendment is documented in the Certificate of Designation (Exhibit 3.1), incorporated by reference in the filing. No details on actual issuance, pricing, or use of proceeds were disclosed.
For investors, this move modifies Thumzup’s capital structure, giving the board a new financing instrument that could raise up to approximately $12 million in stated value if fully issued (200,000 × $60). While the Series C offers flexibility for future capital raises, its seniority over common stock and potential conversion into common shares introduce dilution and priority considerations for existing common shareholders.
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