THUMZUP MEDIA Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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, 2025 · Filed Nov 14, 2025
DTCX$1.05+5.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011978
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023656
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesThe 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 15 previous paragraphs and 24 current paragraphs.
2 unchanged; 4 reworded; 18 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 1 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 (18)
Current report
Completion of our proposed acquisition (the “Acquisition”) of Dogehash Technologies, Inc. (“Dogehash”) is subject to the conditions contained in the Agreement and Plan of Merger dated August 18, 2025 (the “Merger Agreement”), by and among the Company, TZUP Merger Sub, Inc., and Dogehash and if these conditions are not satisfied, we may not complete the Acquisition.
Current report
The completion of the Acquisition is subject to various closing conditions, including, but not limited, to the Company obtaining stockholder approval, the accuracy of the parties’ representations and warranties in the Merger Agreement, the receipt of any required regulatory approvals including Nasdaq and third-party consents and the parties’ compliance with their covenants in the Merger Agreement.
Current report
Many of the conditions to the closing of the Acquisition are not within our control, and we cannot predict with certainty when or if these conditions will be satisfied. The failure to satisfy any of the required conditions could delay the completion of the Acquisition or prevent it from occurring. Any delay in completing the Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Acquisition is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing in the Agreement will be satisfied or that the Acquisition will be completed or that, if completed, we will realize the anticipated benefits.
Current report
Our failure to complete the Acquisition could negatively impact our stock price, our financial condition and our future business and financial results.
Current report
If the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, we could be subject to a number of negative consequences, including, among others: (i) we may experience negative reactions from the financial markets, including negative impacts on our stock price; and (ii) we will still be required to pay certain significant costs relating to the Acquisition, including legal, accounting, financial advisor costs, and may be required to pay the termination fee provided for in the Merger Agreement. If the Acquisition is not completed or if completion of the transactions contemplated by the Merger Agreement are delayed, any of these risks could occur and may adversely affect our business, financial condition, financial results, and stock price.
Current report
Our business relationships, those of Dogehash or the combined company may be subject to disruption due to uncertainty associated with the Acquisition.
Current report
Parties with which we or Dogehash do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us, Dogehash or the combined company. Our and Dogehash’s business relationships may be subject to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business relationships with us or Dogehash, as the case may be, will not be adversely impacted as a result of the Acquisition or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, Dogehash, or the combined company as a result of the Acquisition. Any of these other disruptions could have a material adverse effect on our or Dogehash’s business, financial condition, or results of operations or on the business, financial condition or results of operations of the combined company, and could also have an adverse effect on our ability to realize the anticipated benefits of the Acquisition.
Current report
We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), the loss of which would have a severe negative affect on our operations and liquidity.
Current report
We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the FDIC insurance limit of $250,000. In the event of a failure or liquidity issues at any of the financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. Similarly, if our customers or partners experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Unregistered Sales of Equity Securities
Current report
On August 6, 2025, the Company issued 49,332 shares of common stock upon the conversion of 3,289 shares of Series A Preferred at a conversion price of $3.00 per share.
Current report
During the three months ended September 30, 2025, the Company issued 8,906 shares of common stock upon the cashless exercise of 15,000 options.
Current report
The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act.
Current report
The following table provides information about the Company’s purchases of equity securities during the quarter ended September 30, 2025.
Current report
(1) On September 23, 2025, the Company’s board of directors authorized a share repurchase program, pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026 (the “September Buyback Program”). This share repurchase program is in addition to the share repurchase program approved by the Company’s board of directors on February 26, 2025, which authorized the Company to repurchase up to $1 million of its shares of common stock and was completed on September 19, 2025. Approximately $8.7 million remains authorized for repurchase under the September Buyback Program.
Current report
Item 3. Defaults upon Senior Securities
Removed paragraphs (9)
Previous report
The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report.
Previous report
Our indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.
Previous report
In May 2025, we entered into the MLA with Coinbase and Coinbase, Inc. pursuant to which Coinbase may lend us certain digital assets or cash. As of the date of this Quarterly Report, we have received $500,000 under the MLA and the principal amount outstanding as of the date of this Quarterly Report is $500,000. The borrowings under the Master Loan are collateralized by approximately $1.25 million of bitcoin as of the date of this Quarterly Report.
Previous report
In addition, if the value of bitcoin declines precipitously, the value of our collateral under the MLA would also decline. In such case, we could be required to provide Coinbase with additional collateral. If we are unable to do so, we could default under the MLA, which could have a material adverse effect on our operations, liquidity, financial condition, and results of operations.
Previous report
Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory, and other factors. We will be unable to control many of these factors, such as economic conditions. We cannot be certain that we will continue to have sufficient capital to allow us to pay the principal and interest on our outstanding debt and meet any other obligations. If we do not have enough money to service our debt, we may be required, but unable to refinance all or part of our existing debt, sell assets, borrow money, or raise equity on terms acceptable to us, if at all, and Coinbase could sell any collateral in a commercially reasonable manner and freeze certain of our accounts, among other measures.
Previous report
During the three months ended June 30, 2025, the Company issued 176 shares of common stock with a value of $1,249 as a dividend for the Series B Preferred, pursuant to the terms of the Series B Certificate of Designation.
Previous report
On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1 million of the Company’s common stock through December 31, 2025. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.
Reworded paragraphs (4)
Previous wording
The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.
Current wording
*The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024,*as amended, supplemented or superseded by other reports we file with the SEC. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including, but not limited to, those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.
Previous wording
During the three months ended June 30, 2025, the Company issued 183,750 shares of common stock upon the conversion of 14,700 shares of Series B Preferred at a conversion price of $4.00 per share.
Current wording
On July 17, 2025, the Company issued 12,500 shares of common stock upon the conversion of 1,000 shares of Series B Preferred at a conversion price of $4.00 per share.
Previous wording
During the three months ended June 30, 2025, the Company issued 2,982 shares of its Series A Preferred as dividends pursuant to the terms of the Series A Certificate of Designation.
Current wording
On September 15, 2025, the Company issued 3,085 shares of its Series A Preferred as dividends pursuant to the terms of the Series A Certificate of Designation.
Previous wording
During the three months ended June 30, 2025, the Company issued 1,980 shares of common stock with a fair market value of $10,098 for services rendered and to be rendered to the Company, which such issuance was made in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering.
Current wording
During the three months ended September 30, 2025, the Company issued 7,500 shares of common stock for services rendered and to be rendered to the Company.