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 Corporation (Nasdaq: TZUP) has filed Amendment No. 1 to its Form S-3 shelf registration. The change corrects a footnote in the Selling Stockholder table but keeps the core terms intact. The filing registers 3,250,000 existing shares for resale by 11 selling stockholders—2.5 million shares privately sold by CEO Robert Steele at $0.50 per share and 750 thousand shares obtained via option assignment and exercise at $0.30. Thumzup will receive no proceeds from these resales.
The amendment follows the 7 July 2025 closing of a primary public offering of 108,336 Series C Convertible Preferred shares at $60 each, generating roughly $6.5 million gross. Each Series C converts 1:10 into common stock and is accompanied by 65,000 placement-agent warrants exercisable at $6.00.
After the offering, Thumzup has 9,677,720 common shares outstanding, but potential dilution is significant: options, warrants and preferred stock could add more than 5 million additional shares. The company also holds 19.106 bitcoin and has drawn $500,000 under a Master Loan Agreement with Coinbase that is collateralised by $1.25 million in bitcoin.
Risk disclosures highlight (i) a going-concern warning—cash of $1.0 million and working capital of $0.9 million as of 31 Mar 2025; (ii) reliance on further capital; (iii) bitcoin price volatility that could trigger collateral calls; and (iv) possible selling pressure from the newly registered shares.
Because the company will not issue new securities or raise funds through this S-3, the immediate financial impact is neutral, but investors should weigh dilution risk and liquidity constraints against the recent capital infusion from the Series C sale.
Thumzup Media Corp. (TZUP) – Form 4/A insider transaction
CEO, Director and 10% owner Robert A. Steele reported the sale of 2,500,000 common shares on 07 Jul 2025 at a stated price of $0.50 per share, implying proceeds of roughly $1.25 million. After the transaction, Steele’s direct holding stands at 604,780 shares. The filing is an amendment that corrects a prior Form 4 (filed 08 Jul 2025) which had understated beneficial ownership by 2,780 shares.
The filing discloses no derivative activity and confirms Steele continues to be a director, chief executive officer and >10% shareholder. No other material corporate events or financial data are included.