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.
Datacentrex, Inc. filings document the public-company record of the issuer formerly known as Thumzup Media Corporation. The company’s disclosures cover the completed Dogehash Technologies acquisition, the resulting digital asset mining business, updated business descriptions, risk factors, and the change in corporate identity following the transaction.
Current reports and related filings also address operating results, material definitive agreements, public offering terms, common stock and pre-funded warrant issuance, shareholder voting matters, governance matters, and capital-structure disclosures for the transformed digital infrastructure issuer.
Thumzup Media Corporation (TZUP) filed Amendment No. 2 to its Annual Report to correct executive compensation disclosures in Item 11. The company, a smaller reporting company, limited revisions to compensation details and added updated Section 302 certifications; no financial statements were included. As of October 30, 2025, common shares outstanding were 16,541,342.
Key updates: CEO Robert Steele received a one-time $50,000 bonus on October 31, 2024 and an option for 500,000 shares at $5.00, vesting 25% on January 1, 2025 with the remainder monthly over 48 months. CFO Isaac Dietrich received a $25,000 bonus and an option for 150,000 shares at $5.00 on the same schedule. Following the uplisting, each executive’s base salary is $168,000, with potential increases tied to sustained net monthly advertising revenue milestones. Directors were granted options effective October 29, 2024: 120,000 (Haag), 120,000 (Massey), and 138,000 (Dickman) at $5.00 with a one‑year cliff. The 2024 Equity Incentive Plan reserves 2,000,000 shares; as of April 15, 2025, 1,223,000 were outstanding at a $5.06 weighted‑average exercise price, with 682,967 shares remaining available.
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 (TZUP) asks stockholders to approve its acquisition of Dogehash Technologies, a move that will change control of the company and shift strategy toward Scrypt crypto mining. The deal contemplates issuing 30,700,000 shares of restricted common stock to Doge holders, which exceeds Nasdaq’s 19.99% threshold, requiring approval under Listing Rules 5635(b) and 5635(d). A new Series D preferred with a 4.99% beneficial ownership limit may be used for holders who would otherwise exceed that cap.
Closing is conditioned on stockholder approval, Nasdaq approval, receipt of a fairness opinion from Eqvista, and customary conditions. After closing, TZUP plans to rename itself Dogehash Technologies Holdings, Inc. and has reserved the ticker XDOG; existing common shares remain outstanding. Leadership would change with Doge’s Parker Scott becoming CEO and Robert Steele transitioning to CFO and director, with at least two Doge-designated directors added and sufficient independent directors to meet Nasdaq rules. The agreement includes a $2,000,000 termination fee tied to certain superior offer outcomes. On October 16, 2025, TZUP’s stock closed at $4.87.
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) director reported acquiring 150,000 shares of restricted common stock at $0 on 10/14/2025. The grant was issued under the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc., pursuant to the Agreement and Plan of Merger dated August 18, 2025. Following the reported transaction, the director beneficially owned 150,000 shares, held directly.
Thumzup Media (TZUP) director reported acquiring 150,000 shares of restricted common stock at $0 on 10/14/2025. The grant was issued under the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc., pursuant to the Agreement and Plan of Merger dated August 18, 2025. Following the reported transaction, the director beneficially owned 150,000 shares, held directly.
Thumzup Media Corp (TZUP) reported an insider ownership update. Director Christopher Ensey filed a Form 3 initial statement as of 10/14/2025, indicating no securities are beneficially owned. The filing lists his relationship to the issuer as Director and not a 10% owner. This is a routine Section 16 disclosure establishing his baseline ownership upon becoming a reporting person.
Thumzup Media Corp (TZUP) reported an insider ownership update. Director Christopher Ensey filed a Form 3 initial statement as of 10/14/2025, indicating no securities are beneficially owned. The filing lists his relationship to the issuer as Director and not a 10% owner. This is a routine Section 16 disclosure establishing his baseline ownership upon becoming a reporting person.
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 (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.
Hampton Growth Resources, LLC disclosed beneficial ownership of 1,097,044 shares of THUMZUP MEDIA Corp common stock, equal to 6.56% of the class. The filing states the shares are held with sole voting and sole dispositive power by Hampton Growth Resources, which the filing identifies as controlled/owned by Andrew Haag. The report is made on a Schedule 13G/A and includes a certification that the holdings were not acquired to change or influence control of the issuer and are not part of any transaction with that purpose.