Every 8-K that THUMZUP MEDIA CORPORATION (TZUP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TZUP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TZUP filings page.
Datacentrex, Inc. reported first quarter 2026 results showing rapid growth in its digital asset mining business alongside continued losses. Mining operations generated $2.2 million of revenue, up from $160,000 in Q1 2025, and produced $513,000 of gross profit, a 23.5% gross margin, despite what the company describes as a difficult mining environment.
The company reported a Q1 2026 net loss of $6,152 thousand, compared with $309 thousand a year earlier. Datacentrex’s non-GAAP Adjusted EBITDA loss was $1,708 thousand versus $119 thousand in Q1 2025, with results including $1,212 of non-cash mark-to-market losses on digital assets. Excluding this valuation item, management indicates an operational loss of approximately $496 thousand. Datacentrex highlighted a debt-free balance sheet and a fleet of 3,094 Scrypt ASIC miners as it focuses on scaling mining infrastructure and exploring broader digital infrastructure opportunities.
Datacentrex, Inc. reported full-year 2025 revenue of approximately $7.0 million and gross profit of about $3.4 million, reflecting its digital asset mining and infrastructure operations. The company achieved positive Adjusted EBITDA of roughly $0.5 million while absorbing substantial one-time merger-related costs.
On a GAAP basis, Datacentrex recorded a net loss of $8,502,885, with significant non-cash depreciation of $7,503,386 and stock-based compensation of $1,389,989. Interest expense, net, was $140,818, leading to Adjusted EBITDA of $531,308 as reconciled from net loss.
Separately, Datacentrex closed a public offering of common stock and pre-funded warrants on March 31, 2026, generating aggregate gross proceeds of approximately $20.2 million. After this transaction, the company reported having more than $59 million in cash and digital assets as of the date of the release, supporting plans to expand digital asset infrastructure and pursue other strategic opportunities.
Datacentrex, Inc. completed a confidentially marketed public equity offering, issuing 4,510,000 shares of common stock and 5,757,000 pre-funded warrants at a public offering price of $2.00 per share, generating gross proceeds of approximately $20.17 million before fees. The company plans to use the net proceeds for working capital and general corporate purposes.
The deal included a placement agent warrant for 806,800 shares at $2.00 and six-month lock-ups on new issuances and insider sales, subject to exceptions. Datacentrex also amended its Series A Preferred Stock so each share converts into 23 common shares at a $2.00 reference rate, replacing the prior 15-share, $3.00 terms.
Datacentrex, Inc., formerly Thumzup Media Corporation, filed a current report to provide additional information related to its previously reported acquisition of Dogehash Technologies, Inc.. In that transaction, TZUP Merger Sub, Inc., a wholly owned subsidiary of Datacentrex, merged with and into Dogehash, leaving Dogehash as a wholly owned subsidiary of Datacentrex.
The company is now supplying an updated business description and updated risk factor discussion, which are included as Exhibits 99.1 and 99.2 and incorporated by reference. These disclosures describe the combined company’s operations and outline risks related to integration of Dogehash, the company’s strategic plans, competition, and its investment strategy focused on digital assets, including market volatility, cybersecurity, custody, regulatory changes, and stock price volatility. The report also contains extensive forward‑looking statement language emphasizing that actual results may differ materially from current expectations.
Datacentrex, Inc. (formerly Thumzup Media Corp) completed its merger with Dogehash Technologies, Inc., making Dogehash a wholly owned subsidiary effective December 15, 2025. To acquire all of Dogehash, the company issued 13,835,188 shares of common stock and 16,239.812 shares of Series D Convertible Preferred Stock, which are convertible into 16,329,812 common shares.
After the transaction, former Dogehash stockholders hold about 45.17% of outstanding common stock and 61.07% of voting power, with prior stockholders retaining the remainder. Leadership and the board were reshaped, with Parker Scott becoming Chief Executive Officer and Chairman and Robert Steele moving to Chief Financial Officer. The company also changed its name to Datacentrex, Inc., designated Series D preferred with ownership limits of 4.99% or 9.99%, and will trade on The Nasdaq Capital Market under the symbol DTCX starting December 16, 2025.
Thumzup Media Corporation reported results of its 2025 annual stockholder meeting held on December 8, 2025. Stockholders re-elected all five director nominees and ratified Haynie & Company as independent registered public accounting firm for the fiscal year ending December 31, 2025.
Owners also approved a change of control resulting from the planned acquisition of Dogehash Technologies, Inc., including issuance of TZUP common stock in excess of 19.99% of outstanding shares as required by Nasdaq rules. They adopted the 2025 Omnibus Equity Incentive Plan, reserving up to 7,000,000 shares of common stock, and approved issuance of 750,000 common shares to American Ventures LLC, Series XVIII DOGE TREAS under a financial advisory agreement, along with an adjournment proposal.
Thumzup Media Corporation filed an 8-K announcing that management prepared investor presentation materials, which are included as Exhibit 99.1 and may be used on and after October 27, 2025.
The filing also highlights a proposed acquisition of Dogehash Technologies, Inc.. Thumzup has filed a preliminary proxy statement and plans to mail a definitive proxy to stockholders. Closing of the acquisition is conditioned upon required stockholder approvals, approval from The Nasdaq Stock Market LLC, and customary closing conditions.
Investors will be able to access the definitive proxy statement and related materials via SEC.gov when available, with mailing to stockholders of record on a date to be established for voting on the transactions.
Thumzup Media Corporation (TZUP) filed an amended current report (8-K/A) to add historical financial statements of Dogehash Technologies, Inc. and unaudited pro forma condensed combined financial information related to their previously announced merger. The amendment supplements the prior report about the Agreement and Plan of Merger dated August 19, 2025, under which Thumzup plans to change its name to Dogehash Technologies Holdings, Inc. and merge its Merger Sub into Dogehash.
The filing includes unaudited Dogehash financial statements from inception to June 30, 2025 (Exhibit 99.1) and unaudited pro forma condensed combined financial information for the six-month period ended June 30, 2025 (Exhibit 99.2). No other information from the prior report is amended.
Thumzup Media (TZUP) appointed Christopher Ensey to its Board, effective October 14, 2025, and named him to the audit committee. The move fills the vacancy created by Robert Haag’s resignation and restores the audit committee to three independent directors, meeting Nasdaq Listing Rule 5605(c). The company had notified Nasdaq of non-compliance on October 8 and received notice on October 9.
As part of his appointment, Mr. Ensey was granted 150,000 shares of restricted common stock under the 2025 Equity Incentive Plan, with vesting subject to the closing of Thumzup’s planned acquisition of Dogehash Technologies, Inc. under the August 18, 2025 merger agreement. The company stated there are no related party transactions involving Mr. Ensey requiring disclosure. A press release announcing the appointment was issued on October 13, 2025 and furnished as Exhibit 99.1.
Thumzup Media Corporation disclosed that director Robert Haag resigned from its Board and from all Board committees effective October 4, 2025. The company states his departure was not due to any disagreement with its operations, policies, management, or Board. His resignation left the audit committee with fewer than the three members required under Nasdaq Listing Rule 5605(c), so Thumzup notified Nasdaq on October 8, 2025, and received formal notice of non-compliance on October 9, 2025. Under Nasdaq Listing Rule 5605(c)(4), Thumzup has a cure period lasting until the earlier of its next annual stockholder meeting or October 5, 2026. The company states that it intends to appoint an additional independent director to its audit committee before the cure period ends.
Thumzup Media Corporation extended the window for its broker-dealer to repurchase shares under its previously announced share repurchase program. The program authorizes repurchases of up to $10 million of common stock through December 31, 2026. On September 30, 2025, the Board authorized extending the broker-dealer’s repurchase window from September 30, 2025 to October 31, 2025.
The company issued a press release about the extension on October 1, 2025, filed as Exhibit 99.1. Thumzup’s common stock trades on Nasdaq under the symbol TZUP.
Thumzup Media Corporation disclosed that on September 24, 2025 it loaned $2.5 million to Dogehash Technologies, Inc. and its subsidiary USDE Acquisition, Inc. under a secured promissory note bearing 8% annual interest. The note matures on the earliest of September 22, 2026, the closing of Thumzup’s planned acquisition of Dogehash under an August 18, 2025 merger agreement, or termination of that agreement.
To protect the Loan, Thumzup entered into a Security Agreement giving it a first‑priority lien on specified collateral, including profits interests, and a Subordination Agreement under which an existing secured lender agreed that its security interest will be subordinated to Thumzup’s interest in that collateral. Thumzup also highlighted that completing the Dogehash acquisition will require stockholder approvals, Nasdaq approval, a fairness opinion, and other customary closing conditions, and it plans to file and mail a proxy statement with further details.
Thumzup Media Corporation announced that its board has approved a new share repurchase program allowing the company to buy back up to $10 million of its common stock through December 31, 2026. This new authorization replaces a prior program approved in February 2025 that permitted repurchases of up to $1 million.
The company reports it fully used the earlier authorization by September 19, 2025, having repurchased 212,432 shares for approximately $1 million at a weighted average price of $4.71 per share between March 18 and September 19, 2025. Future repurchases under the new plan may occur from time to time in open market transactions, with the amount and timing based on market conditions and the company’s cash and operational needs, and the program may be modified or discontinued at any time.
Thumzup Media Corporation reported that its Board of Directors unanimously approved an extension of the current open trading window that allows the company to repurchase its common stock on the open market. This window is now extended through September 30, 2025, giving the company more time to buy back shares if it chooses to do so.
The Board also unanimously approved that any future open trading windows for potential share repurchases may similarly be extended through the last day of each fiscal quarter, if the company elects to extend those windows. This action provides ongoing flexibility for Thumzup to manage its capital structure through stock repurchases, subject to its own decisions each quarter.
Thumzup Media Corporation reported a major move into the Dogecoin ecosystem. The company completed its first open-market purchase of approximately 7.5 million Dogecoin tokens, valued at roughly $2 million, at a weighted average price of $0.2665 per token.
The company is also pursuing a proposed acquisition of DogeHash, a Dogecoin mining operation with 2,500 advanced mining rigs and 1,000 additional units on order that are expected to be installed later this year. This expansion follows an August 2025 offering of $50 million of common stock at $10.00 per share, with proceeds designated for cryptocurrency accumulation and the purchase of high-performance DOGE mining rigs.
Thumzup is further building out its crypto-focused leadership by adding DogeOS CEO and MyDoge leader Jordan Jefferson and Alex Hoffman, Head of Ecosystem at DogeOS, to its Crypto Advisory Board.
Thumzup Media Corporation reported that on September 4, 2025 it issued a press release containing a Letter to Shareholders. The company is using a Form 8-K to formally make investors aware of this communication and has attached the press release as Exhibit 99.1.
The shareholder letter is provided as additional information, and the company specifies that this material is being furnished rather than filed, meaning it is not subject to certain liability provisions under the securities laws and is not automatically incorporated into other SEC filings.
Thumzup Media Corporation has agreed to merge with Dogehash Technologies, Inc. in a stock-for-stock transaction that will shift the company’s focus toward blockchain infrastructure and Dogecoin mining. At closing, Thumzup plans to issue 30,700,000 shares of restricted common stock to Dogehash shareholders in exchange for all of Dogehash’s outstanding shares, after which Dogehash will become a wholly-owned subsidiary and Thumzup will be renamed Dogehash Technologies Holdings, Inc.
The share issuance will exceed 19.99% of Thumzup’s outstanding common stock, so it requires shareholder approval under Nasdaq Listing Rule 5635(d), along with Nasdaq change-of-control approval under Rule 5635(b). Closing also depends on a fairness opinion, Dogehash’s financial statements and other customary conditions. Dogehash operates industrial-scale infrastructure for mining Scrypt-based assets like Dogecoin and Litecoin and plans to use Dogecoin Layer-2 and DeFi products to enhance mining returns.
Thumzup Media Corporation reported that its Board of Directors, following a recommendation from the Compensation Committee, approved an immediate one-time bonus of $10,000 on August 15, 2025 for Chief Financial Officer Isaac Dietrich. The bonus was granted in recognition of his exemplary performance for the company.
Thumzup Media Corporation completed a registered best-efforts offering of 5,000,000 shares of common stock, generating approximately $50 million in gross proceeds. The company sold the shares under its effective Form S-3 registration statement and closed the offering with a placement agent engagement.
The company intends to use net proceeds to explore accumulation of cryptocurrencies and mining equipment, and for working capital and general corporate purposes. As compensation, Thumzup paid the placement agent a cash fee equal to 7% of the aggregate purchase price plus an additional 1% for non-accountable expenses, reimbursed out-of-pocket expenses including $150,000 of legal fees, and issued a placement agent warrant to purchase 350,000 shares at an exercise price of $10.00, exercisable after 180 days for a five-year term. Separately, the company entered a financial advisory agreement to receive crypto treasury advice in exchange for 750,000 advisory shares subject to stockholder approval and issued under Section 4(a)(2).