THUMZUP MEDIA Corp
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
DTCX$1.05+5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-12.
0001493152-24-031275
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-045795
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 69 previous paragraphs and 92 current paragraphs.
47 unchanged; 17 reworded; 28 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Since May of 2024, Thumzup has expanded its AdTech platform to include Hollywood and Beverly Grove, significantly broadening its influence across Greater Los Angeles. This expansion is designed to revolutionize how local businesses engage with potential and current customers through enhanced social media interaction.
Current report
New Advisory Board Member
Current report
Thumzup® has expanded its Advisory Board with the appointment of Jon Bond, co-founder of Kirshenbaum Bond & Partners. Known for his work in innovative marketing strategies, Jon brings a wealth of expertise and a track record to the Thumzup® team. His extensive background in guerrilla marketing and digital advertising will be crucial as Thumzup® continues to grow its platform. Jon will play a key role in guiding strategic marketing initiatives and leveraging emerging advertising technologies to further Thumzup®’s market position.
Current report
The Company realized a net loss available to common shareholders of $464,837 and $1,113,781 for the three months ended September 30, 2024 and 2023, respectively, a decrease of $648,944 for the reasons stated above.
Current report
NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
Current report
The Company realized a net loss available to common shareholders of $1,346,269 and $2,949,450 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1,603,181 for the reasons stated above.
Current report
Cybersecurity
Current report
Risk Management and Strategy
Current report
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Current report
Managing Material Risks & Integrated Overall Risk Management
Current report
We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.
Current report
Oversee Third-party Risk
Current report
Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.
Current report
Risks from Cybersecurity Threats
Current report
We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
Current report
Recent Developments
Current report
The Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.
Current report
Entry into Underwriting Agreement
Current report
On October 28, 2024, Thumzup Media Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc., as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, in a firm commitment public offering (the “Offering”), an aggregate of 1,425,000 of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $5.00 per share. The Common Stock was offered pursuant to a registration statement on Form S-1, as amended (File No. 333-279828), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 30, 2024, as amended, and which was declared effective by the Commission on October 28, 2024.
Current report
The Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
Current report
On October 30, 2024, the Company closed the Offering. The total gross proceeds to the Company from the Offering, not including the exercise of the underwriter’s over-allotment option, and before deducting discounts and expenses, were approximately $7,125,000. A final prospectus relating to this Offering was filed with the Commission on October 30, 2024. The Common Stock was previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “TZUP” on October 29, 2024.
Current report
The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to the relevant Current Report on Form 8-K.
Current report
Grant of Stock Options
Current report
On October 30, 2024, Thumzup issued Stock Option Agreements under its 2024 Equity Incentive Plan to nine non-executive and non-director employees and contractors (“Stock Option Agreements”). The Stock Option Agreements are for an aggregate of 155,000 option shares and have a $5.47 strike price (“Option Shares”). The Stock Option Agreements vest in four equal tranches, each consisting of 25% of the Option Shares, on the first day of each of January in 2025, 2026, 2027, and 2028.
Current report
Robert Steele, Executive Employment Agreement
Current report
On May 30, 2024, the Company and Mr. Steele entered into an Executive Employment Agreement, which, among other things, employs Mr. Steele as the Chief Executive Officer of the Company. Effective upon the listing of the Company’s common stock on a national stock exchange, Mr. Steele will be paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, the Executive’s Base Salary will increase from $168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $350,000 upon the Company achieving $250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, the Base Salary will increase to $500,000. The Company shall pay Executive a past performance bonus of $50,000 within 5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the up-listing.
Current report
Isaac Dietrich, Executive Employment Agreement
Current report
On May 30, 2024, the Company and Mr. Dietrich entered into an Executive Employment Agreement, which, among other things, employes Mr. Dietrich as the Chief Financial Officer of the Company effective upon the listing of the Company’s common stock on a national stock exchange. Mr. Dietrich will be paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, the Executive’s Base Salary will increase from $168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $250,000 upon the Company achieving $250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, the Base Salary will increase to $350,000. The Company shall pay Executive a past performance bonus of $25,000 within 5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the up-listing.
Removed paragraphs (5)
Previous report
Since May 10, 2023, the reach of the last 15,605 posts was 25,784,957 followers. Many of these campaigns were promotional campaigns but at list price this would have been $0.006 per reach, which is below many citations for other leading social media advertising costs.
Previous report
The average number of followers for an individual Thumzup user since May 10, 2023 has been about 1,600. Many users with tens of thousands of followers posted about our advertisers, including one with more than 600,000 followers. We find that even though we are targeting the general public, in aggregate a Thumzup campaign can reach an average of more than 1,600 followers per post. So, a Thumzup campaign combines the high trust factor of the general public with less followers and also draws in some professional influencers who post because they like the product at a lower cost per post than if they were hired as an influencer.
Previous report
The Company realized a net loss available to common shareholders of $550,717 and $924,430 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $373,713 for the reasons stated above.
Previous report
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
Previous report
The Company realized a net loss available to common shareholders of $881,432 and $1,835,667 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $954,235 for the reasons stated above.
Reworded paragraphs (17)
Previous wording
Thumzup has paid out on 19,182 approved posts to 1,127 Thumzup users regarding 223 advertisers since inception.
Current wording
Thumzup has paid out on 25,996 approved posts to 1,472 Thumzup users regarding 559 advertisers since inception.
Previous wording
Thumzup advertisers have grown by a 148% CAGR since May 10, 2023.
Current wording
Thumzup advertisers have grown by a 209% CAGR since November 8, 2023.
Previous wording
The Company is a beginning revenue, software and services company that has primarily relied on equity funding for its operations. At June 30, 2024 and December 31, 2023, the Company had cash balances of $398,450 and $1,155,343, respectively. For the six months ended June 30, 2024 and 2023, the Company used $675,323 and $1,352,253 in operating activities, respectively. The Company has an accumulated deficit at June 30, 2024 and December 31, 2023 of $6,573,235 and $5,691,803 respectively, and the Company may need to raise additional funding in order to continue as a going concern.
Current wording
The Company is a beginning revenue, software and services company that has primarily relied on equity funding for its operations. At September 30, 2024 and December 31, 2023, the Company had cash balances of $110,246 and $259,212, respectively. For the nine months ended September 30, 2024 and 2023, the Company used $1,053,175 and $1,911,767 in operating activities, respectively. The Company has an accumulated deficit at September 30, 2024 and December 31, 2023 of $7,038,071 and $5,691,803 respectively, and the Company may need to raise additional funding in order to continue as a going concern.
Previous wording
The Company generated revenues of $435 and $2,350 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $1,915. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Current wording
The Company generated revenues of $150 and $72 for the three months ended September 30, 2024 and 2023, respectively, an increase of $78. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Previous wording
For the six months ended June 30, 2024 and 2023, the Company incurred operating expenses of $529,091 and $708,853, respectively, a decrease of $179,762. The decrease in operating expenses was caused by: marketing expenses decreasing $156,283 from $252,957 during the three months ended June 30, 2023 to $96,674 during the same period in 2024, general and administrative expenses increasing $101,726 from $258,101 during the three months ended June 30, 2023 to $359,827 during the same period in 2024, depreciation and amortization expenses increasing $17,235 from $5,690 during the three months ended June 30, 2023 to $22,925 during the same period in 2024, offset by a decrease in software research development expenses of $142,440 from $192,105 during the three months ended June 30, 2023 to $49,665 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Current wording
For the three months ended September 30, 2024 and 2023, the Company incurred operating expenses of $442,847 and $718,517, respectively, a decrease of $275,670. The decrease in operating expenses was caused by: marketing expenses decreasing $131,603 from $228,685 during the three months ended September 30, 2023 to $97,082 during the same period in 2024, general and administrative expenses decreasing $52,785 from $321,352 during the three months ended September 30, 2023 to $268,567 during the same period in 2024, depreciation and amortization expenses increasing $18,786 from $8,560 during the three months ended September 30, 2023 to $27,346 during the same period in 2024, offset by a decrease in software research development expenses of $110,068 from $159,920 during the three months ended September 30, 2023 to $49,852 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Previous wording
The Company realized a net loss from operations of $529,061 and $708,273 for the three months ended June 30, 2024 and 2023, respectively, an decrease of $179,212 for the reasons stated above.
Current wording
The Company realized a net loss from operations of $442,697 and $718,445 for the three months ended September 30, 2024 and 2023, respectively, an decrease of $275,748 for the reasons stated above.
Previous wording
For the three months ended June 30, 2024 and 2023, the Company had $0 and $(190,806) in liquidated damages expense, respectively. For the three months ended June 30, 2024 and 2023, the Company had $1,288 and $(22,856) in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Current wording
For the three months ended September 30, 2024 and 2023, the Company had $0 and $(364,729) in liquidated damages expense, respectively. For the three months ended September 30, 2024 and 2023, the Company had $859 and $(27,937) in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Previous wording
The following table sets forth certain selected unaudited condensed statements of operations data for the six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth certain selected unaudited condensed statements of operations data for the nine months ended September 30, 2024 and 2023.
Previous wording
The Company generated revenues of $30 and $580 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $550. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Current wording
The Company generated revenues of $585 and $2,422 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1,837. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Previous wording
For the three months ended June 30, 2024 and 2023, the Company incurred operating expenses of $857,445 and $1,430,928, respectively, a decrease of $573,483. The decrease in operating expenses was caused by: costs of revenues decreasing by $116 from $116 during the six months ended June 30, 2023 to $0 during the same period in 2024, marketing expenses decreasing $373,234 from $521,674 during the six months ended June 30, 2023 to $148,440 during the same period in 2024, general and administrative expenses decreasing $1,300 from $583,055 during the six months ended June 30, 2023 to $581,755 during the same period in 2024, depreciation and amortization expenses increasing $32,066 from $8,097 during the six months ended June 30, 2023 to $40,163 during the same period in 2024, offset by a decrease in software research development expenses of $230,899 from $317,986 during the six months ended June 30, 2023 to $87,087 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Current wording
For the nine months ended September 30, 2024 and 2023, the Company incurred operating expenses of $1,300,292 and $2,149,445, respectively, a decrease of $849,153. The decrease in operating expenses was caused by: costs of revenues decreasing by $116 from $116 during the nine months ended September 30, 2023 to $0 during the same period in 2024, marketing expenses decreasing $504,837 from $750,359 during the nine months ended September 30, 2023 to $245,522 during the same period in 2024, general and administrative expenses decreasing $54,084 from $904,406 during the nine months ended September 30, 2023 to $850,322 during the same period in 2024, depreciation and amortization expenses increasing $50,852 from $16,657 during the nine months ended September 30, 2023 to $67,509 during the same period in 2024, offset by a decrease in software research development expenses of $340,967 from $477,906 during the nine months ended September 30, 2023 to $136,939 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Previous wording
The Company realized a net loss from operations of $857,010 and $1,428,578 for the six months ended June 30, 2024 and 2023, respectively, an decrease of $571,568 for the reasons stated above.
Current wording
The Company realized a net loss from operations of $1,299,707 and $2,147,023 for the nine months ended September 30, 2024 and 2023, respectively, an decrease of $847,316 for the reasons stated above.
Previous wording
For the six months ended June 30, 2024 and 2023, the Company had $0 and $366,923 in liquidated damages expense, respectively. For the six months ended June 30, 2024 and 2023, the Company had $1,288 and $35,224 in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Current wording
For the nine months ended September 30, 2024 and 2023, the Company had $0 and $731,652 in liquidated damages expense, respectively. For the nine months ended September 30, 2024 and 2023, the Company had $2,147 and $63,161 in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Previous wording
As of June 30, 2024 and December 31, 2023, the Company had cash in the amount of $398,450 and $259,212, respectively. As of June 30, 2024 and December 31, 2023, the Company had stockholders’ equity of $619,202 and $349,327, respectively.
Current wording
As of September 30, 2024 and December 31, 2023, the Company had cash in the amount of $110,246 and $259,212, respectively. As of September 30, 2024 and December 31, 2023, the Company had stockholders’ equity of $187,964 and $349,327, respectively.
Previous wording
The Company’s accumulated deficit was $6,573,235 and $5,691,803 as of June 30, 2024 and December 31, 2023, respectively.
Current wording
The Company’s accumulated deficit was $7,038,071 and $5,691,803 as of September 30, 2024 and December 31, 2023, respectively.
Previous wording
The Company used net cash in operations of $675,323 and $1,352,253 for six three months ended June 30, 2024 and 2023, respectively.
Current wording
The Company used net cash in operations of $1,053,175 and $1,911,767 for nine months ended September 30, 2024 and 2023, respectively.
Previous wording
Net cash used in investing activities for six months ending June 30, 2024 and 2023 was $126,665 and $73,138, respectively. During the six months ended June 30, 2024, there were $126,665 in capitalized development costs and $0used for the purchase of equipment. During the six months ended June 30, 2023, there were $73,138 in capitalized development costs and $5,105 used for the purchase of equipment.
Current wording
Net cash used in investing activities for nine months ending September 30, 2024 and 2023 was $177,017 and $114,640, respectively. During the nine months ended September 30, 2024, there were $175,770 in capitalized development costs and $1,247 used for the purchase of equipment. During the nine months ended September 30, 2023, there were $108,313 in capitalized development costs and $6,327 used for the purchase of equipment.
Previous wording
Net cash provided by financing activities was $941,226 for the six months ended June 30, 2024, comprised of $805,000 from the sale of preferred stock – Series B and$161,226 fromthe sale of common stock, net offering expenses of $25,000 related to the preferred stock – Series B. Net cash provided by financing activities was $668,296 for the six months ended June 30, 2023, comprised of $674,713 from the sale of common stock related to the sale of common stock in a prior period and the Company’s offering under Regulation A+, with offering costs of $6,417.
Current wording
Net cash provided by financing activities was $1,081,228 for the nine months ended September 30, 2024, comprised of $140,000 from the issuance of non-convertible notes, $805,000 from the sale of preferred stock – Series B, less offering costs of $25,000 and$161,228 net proceeds fromthe sale of common stock.. Net cash provided by financing activities was $1,017,304 for the nine months ended September 30, 2023, comprised of $33,000 from the sale of common stock related to the sale of common stock in a prior period and $984,304 from the Company’s offering under Regulation A+, net offering costs of $9,946.