THUMZUP MEDIA Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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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
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
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.
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.
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.
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.
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.
The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act.
Share Repurchase Program
The following table provides information about the Company’s purchases of equity securities during the quarter ended September 30, 2025.
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs (1) | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs |
|---|---|---|---|---|
| July 1 to July 31, 2025 | - | - | - | 701,793 |
| August 1 to August 31, 2025 | - | - | - | 701,793 |
| September 1 to September 30, 2025 | 183,055 | 5.24 | 183,055 | 8,742,580 |
| Total | 183,055 | $5.24 | 183,055 | $8,742,850 |
(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.
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