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.
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.
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.
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 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).
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.
Thumzup Media Corporation has filed a preliminary prospectus supplement to offer common stock and optional pre-funded warrants and to register shares underlying placement agent warrants. The offering is being conducted with Dominari Securities LLC on a reasonable best-efforts basis and includes placement agent compensation of 7.0% cash of gross proceeds plus placement agent warrants equal to 7.0% of the securities sold. The company’s common stock trades on Nasdaq under TZUP and closed at $15.46 on August 8, 2025, with 11,260,156 shares outstanding prior to the offering.
The supplement discloses material financial constraints: auditors qualified their report on a going-concern basis, cash of $1,035,179 and working capital of $905,928 as of March 31, 2025, and cash used in operations of $1,262,389 for the quarter then ended. The company holds approximately 19.106 bitcoins (classified as indefinite-lived intangible assets) and has a $500,000 borrowing under a Master Loan Agreement with Coinbase collateralized by about $1.35 million of bitcoin. Proceeds are intended for cryptocurrency accumulation, mining equipment, general corporate purposes and working capital. Several numerical offering terms and aggregate sizes are left blank in this preliminary document.