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.
The SEC filings for Thumzup Media Corporation (Nasdaq: TZUP), now identified in reports as Datacentrex, Inc. (formerly, Thumzup Media Corporation), provide detailed insight into the company’s strategic transformation, corporate governance, and capital structure. Investors can review multiple Form 8-K filings that document the Agreement and Plan of Merger with Dogehash Technologies, Inc., the completion of that acquisition, and the resulting change of control in which Dogehash became a wholly owned subsidiary and its former stockholders obtained a majority of the combined company’s voting power when including convertible preferred shares.
These filings also describe the company’s rebranding to Datacentrex, Inc., its focus on digital infrastructure and blockchain mining, and the issuance of common and preferred stock as merger consideration. Additional 8-Ks and related exhibits outline a secured promissory note and security agreement that provided a loan to Dogehash prior to closing, as well as a subordination agreement establishing the priority of the company’s security interest in specified collateral.
Other SEC reports cover the company’s 2025 annual meeting of stockholders, where shareholders approved the change of control associated with the Dogehash transaction, the issuance of additional common stock in accordance with Nasdaq Listing Rules, and the adoption of a 2025 Omnibus Equity Incentive Plan. Filings also detail share repurchase program authorizations, extensions of trading windows for buybacks, and notices related to Nasdaq listing rule compliance and board composition.
Through this filings page, users can access Thumzup’s and Datacentrex’s current and historical SEC documents, including merger-related 8-Ks, proxy materials referenced in those reports, and other disclosures. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms such as voting power shifts, equity issuance, and committee appointments, and surface information on insider and governance changes reported on Forms 8-K and related schedules.
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.
Joe Thomas filed an amended Schedule 13G reporting beneficial ownership of 976,220 shares of Thumzup Media Corp common stock, representing 6.0% of the class. The filing shows Mr. Thomas has sole voting and sole dispositive power over those shares and lists Utah citizenship and a Salt Lake City address. The statement certifies the shares were not acquired to change or influence control of the issuer. The filing is labeled Amendment No. 24 and includes issuer address details for Thumzup Media Corp in Los Angeles.
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.
Joanna Massey, a director of THUMZUP MEDIA Corp (TZUP), reported transactions on 09/15/2025. The Form 4 discloses an acquisition of 32 shares of Series A Preferred Convertible Voting Stock, which the filing states converts into 15 shares of common stock per preferred share at a $3.00 reference rate (initial conversion equivalent of 480 common shares). The Series A Preferred accrues quarterly dividends of $0.875 per share (annualized $3.50), payable in cash or in shares at the company's election, and is exercisable upon issuance with no expiration. The filing is signed by Ms. Massey.