THUMZUP MEDIA CORPORATION SEC Filings

Insider reporting of securities change at THUMZUP MEDIA Corp (TZUP). Robert L. Haag, a company director and managing member of Westside Strategic Partners, LLC, reported the acquisition on 09/15/2025 of 651 shares of Series A Preferred Convertible Voting Stock. Each Series A share converts into 15 common shares at a reference rate of $3.00, so the reported 651 preferred shares correspond to 9,765 underlying common shares. Following the transaction, Mr. Haag reports beneficial ownership of 34,142 common shares indirectly through Westside Strategic Partners, LLC. The Series A Preferred is exercisable upon issuance, has no expiration, and carries quarterly dividends of $0.875 per share (annualized $3.50), payable in cash or additional preferred shares at the company’s election.

Isaac Dietrich, Chief Financial Officer and Director of THUMZUP MEDIA Corp (TZUP), reported a transaction on 09/15/2025. The Form 4 shows Mr. Dietrich acquired 16 shares of Series A Preferred Convertible Voting Stock on that date. Each Series A share converts into 15 shares of common stock at a Reference Rate of $3.00, so the reported 16 preferred shares represent 240 underlying common shares. The Series A Preferred is exercisable upon issuance with no expiration and carries a dividend of $0.875 per share per quarter (annualized $3.50), payable in cash or additional preferred shares at the company’s election. Following the reported transactions, the filing indicates Mr. Dietrich beneficially owned 839 shares of common stock.

Robert A. Steele, reporting person for Thumzup Media Corporation (TZUP), purchased 2,000 shares of the issuer's common stock on 08/29/2025 at a price of $5.1595 per share. After the transaction he beneficially owned 608,780 shares in a direct ownership capacity. The Form 4 was signed and dated 09/02/2025.

Robert A. Steele, Chief Executive Officer, director and >10% owner of Thumzup Media Corporation (TZUP), reported purchasing 2,000 shares of the company's common stock on 08/27/2025 at a price of $4.9257 per share. After the transaction he beneficially owns 606,780 shares on a direct basis. The filing is a routine Section 16 Form 4 disclosing an insider purchase and the updated direct ownership position.

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).

Thumzup Media Corporation is offering 5,000,000 shares of common stock at $10.00 per share for gross proceeds of $50,000,000, with expected net proceeds of approximately $45.7 million after fees and estimated expenses. The Placement Agent will receive a 7.0% cash fee ($3,500,000) and Placement Agent Warrants equal to 7.0% of the shares sold (350,000 warrants) exercisable at $10.00 per share beginning 180 days after issuance and expiring five years from issuance. The company registers 350,000 shares underlying those warrants. The offering does not guarantee full placement and delivery is expected on or about August 12, 2025.

The company reported cash of $1,035,179 and working capital of $905,928 as of March 31, 2025, a $1,262,389 cash outflow from operations in Q1 2025, and holds approximately 19.106 bitcoins. Thumzup has a $500,000 outstanding borrowing under a Master Loan Agreement with Coinbase collateralized by about $1.35 million of bitcoin. Auditors qualified their report on a going concern basis. Pre-offer common shares outstanding are 11,260,156 and post-offer outstanding are 16,260,156 (exercise of Placement Agent Warrants not given effect). The company trades on Nasdaq under TZUP and closed at $9.45 on August 11, 2025.