IPO - THUMZUP MEDIA Corp

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: New

Accession Number: 000164117225018006

Filing Summary: On June 30, 2025, Thumzup Media Corporation conducted a registered direct public offering, agreeing to sell 108,336 shares of Series C Convertible Preferred Stock at a price of $60.00 per share, generating gross proceeds of $6,499,980. The offering closed on July 7, 2025. Each Series C share is convertible into 10 shares of Common Stock, which carries certain beneficial ownership limitations. The net proceeds from the offering are expected to be approximately $6.04 million, intended for general corporate purposes and working capital, specifically for operations of the Company’s Adtech subsidiary, Quantum Reach Corporation. The Company also entered into a Placement Agency Agreement with Dominari Securities LLC, paying a 6% fee on gross proceeds and issuing warrants to purchase 65,000 shares of Common Stock to the Placement Agent. An amendment to the Certificate of Designations for the Series C shares was filed, indicating no voting rights for Series C shareholders. Additional private transactions were conducted in conjunction with the offering, including a sale of shares by the CEO. The Company is obligated to file a Resale Registration Statement for 3,250,000 shares of Common Stock connected to private transactions, though it will not receive proceeds from this registration.