Thumzup Media announces $6.5 million registered direct offering

LOS ANGELES - Thumzup Media Corporation (NASDAQ:TZUP), a $65.7 million market cap company whose stock has surged over 100% in the past six months according to InvestingPro data, announced Monday that it has entered into a definitive agreement with investors for a $6.5 million registered direct offering.

Under the terms of the agreement, investors will purchase up to 1,083,333 shares of common stock at $6.00 per share, which includes shares issuable upon conversion of Series C Convertible Preferred Stock. The offering includes 179,500 shares of non-voting Series C stock with 4.99% and 9.99% beneficial ownership limitations.

Thumzup intends to use the proceeds for general corporate purposes and to explore accumulating additional cryptocurrencies, according to the company’s press release statement.

Dominari Securities LLC is serving as the sole placement agent for the offering, which is being conducted pursuant to an effective shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on May 30, 2025.

Thumzup describes itself as a digital asset accumulator that operates a platform connecting advertisers with social media users who can earn cash payments for posting about participating advertisers.

The transaction is subject to customary closing conditions, with a final prospectus supplement and accompanying shelf prospectus to be filed with the SEC.

In other recent news, Thumzup Media Corporation has achieved a significant milestone by surpassing 1,000 advertiser locations on its AdTech platform, reflecting a Compound Annual Growth Rate of 218%. This development highlights the company’s rapid market penetration and strategic expansions into regions like Southern California and Miami. Additionally, Thumzup is set to join the Russell Microcap® Index, a move anticipated to enhance shareholder value through index-fund driven accumulation. The company has also integrated Stripe’s "Pay with Crypto" feature, allowing advertisers to use stablecoins for payment, aligning with its strategy to increase Bitcoin holdings. Thumzup plans to raise up to $200 million through a shelf registration statement filed with the SEC to support its Bitcoin acquisition strategy and additional working capital needs. Furthermore, the board has authorized up to 90% of its liquid assets to be allocated into Bitcoin, with current holdings valued at approximately $1.8 million. These recent developments underscore Thumzup’s commitment to growth and innovation in the digital advertising space.

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