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.
When you review Thumzup Media Corporation's disclosures, it鈥檚 not just about revenue lines; it鈥檚 about how fast the social-influence engine is converting likes into dollars. Investors typically open an SEC filing searching for user-growth metrics, ad-placement take rates and costs tied to the company鈥檚 mobile rewards platform. Yet those details are scattered across dozens of exhibits and footnotes鈥攎aking even a single 10-K a time sink.
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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鈥�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鈥攃ash 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) 鈥� 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鈥檚 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.
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