UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the Quarterly Period Ended
FOR THE TRANSITION PERIOD FROM ______ TO _________
Commission
File Number:
(Exact name of registrant as Specified in its Charter)
| (State or Other Jurisdiction of | (I.R.S. | |
| Incorporation or Organization) | Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the issuer’s common stock, $ par value per share, outstanding as of November 12, 2025 was .
Table of Contents
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this Quarterly Report, those results may not be indicative of results or developments in subsequent periods. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:
| ● | our ability to raise capital when needed and on acceptable terms and conditions; |
| ● | our ability to manage credit and debt structures from debt holders; |
| ● | our ability to generate revenues and manage the growth of our business; |
| ● | competitive pressures; |
| ● | general economic conditions; |
| ● | our ability to attract and retain management, and to integrate and maintain technical information and management information systems; |
| ● | our expectation that we will successfully consummate the acquisition with Dogehash Technologies, Inc.; |
| ● | changes in the crypto market including adverse federal legislation and regulations; |
| ● | our ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market (“Nasdaq”); and |
| ● | compliance with laws and regulations, including those relating to corporate governance matters and tax matters, as well as any future changes to such laws and regulations. |
Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.
| 3 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THUMZUP MEDIA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Interest receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Capitalized software costs, net | ||||||||
| Intangibles DOGE, net | ||||||||
| Intangibles Bitcoin, net | ||||||||
| Notes receivable and interest receivable | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Notes Payable (Coinbase) | ||||||||
| Accrued payroll and related | ||||||||
| Total current liabilities | ||||||||
| - | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock - shares authorized: | ||||||||
| Preferred stock - Series A, $ par value, $ | ||||||||
| Preferred stock - Series B, retired as of November 14, 2025; $ par value, $ | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Treasury stock, at cost; and shares of common stock, respectively | ( | ) | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
THUMZUP MEDIA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ( | ) | ||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income: | ||||||||||||||||
| Unrealized gain on intangible asset (cryptocurrencies) | ||||||||||||||||
| Impairment of intangible asset (cryptocurrencies) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Total Other Income | ||||||||||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes (Benefit) | ||||||||||||||||
| Net Loss | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Dividends on preferred stock | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Income (Loss) Per Common Share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
THUMZUP MEDIA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Preferred Stock | Preferred Stock | Preferred Stock | Treasury | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Stock, | Paid | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | at Cost | In Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Stock based compensation for services rendered and to be rendered | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cashless option exercises | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash warrant exercises | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs – Common Stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series C conversion | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series B conversion | - | ( | ) | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series A conversion | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Preferred Series A issued for dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Series C issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs – Preferred Series C | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Purchases of Treasury Stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Treasury | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Stock, | Paid | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | at Cost | In Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services rendered and to be rendered | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Series B dividend | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Series A conversion | ( | ) | ( | ) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Preferred Series A issued for dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
THUMZUP MEDIA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Preferred Stock | Preferred Stock | Preferred Stock | Treasury | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Stock, | Paid | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | at Cost | In Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Stock based compensation for services rendered and to be rendered | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cashless option exercises | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash warrant exercises | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series B dividend | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series C conversion | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series B conversion | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Series A conversion | ( | ) | ( | ) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Preferred Series A issued for dividends | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred Series C issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Purchases of Treasury Stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Treasury | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Stock, | Paid | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | at Cost | In Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash, net | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services rendered and to be rendered | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Preferred Series A conversion | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Series B dividend | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Series B issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred Series A issued for dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Issuance costs - Preferred Series B | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
THUMZUP MEDIA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Equity issued for services | ||||||||
| Impairment of intangible asset (cryptocurrency) | ||||||||
| Unrealized gain on intangible asset (cryptocurrency) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accrued payroll and related | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of Note | ( | ) | ||||||
| Purchases of intangibles (cryptocurrencies) | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Capitalized software costs | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from Coinbase BTC Loan | ||||||||
| Proceeds from sale of preferred stock - Series C | ||||||||
| Purchases of treasury stock | ( | ) | ||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from cash warrant exercises | ||||||||
| Proceeds from sale of preferred stock - Series B | ||||||||
| Costs incurred for equity sales | ( | ) | ||||||
| Proceeds from loan - related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during period for interest | $ | $ | ||||||
| Cash paid during period for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Preferred Series A shares issued for dividends | $ | $ | ||||||
| Common shares issued for Preferred Series A conversion | $ | $ | ||||||
| Prepaid expenses paid for by issuance of common stock | $ | $ | ||||||
| Common shares issued for Preferred Series B dividends | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
Thumzup Media Corporation
Notes to the Condensed Consolidated Financial Statements (Unaudited)
September 30, 2025
Note 1 - Business Organization and Nature of Operations
Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup’s mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (“App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our unaudited condensed consolidated financial statements include the accounts of xBitcoin, LLC, Quantum Reach Corporation, and Thumzup, Inc., our wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.
The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation - Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year.
Certain information and disclosures normally included in the notes to the annual financial statements have been condensed, consolidated or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 11, 2025, as amended on Form 10-K/A filed with the SEC on April 30, 2025 (as amended, the “Annual Report”). The December 31, 2024, balance sheet is derived from those financial statements.
Use of Estimates
The Company prepares its financial statements in accordance with U.S. GAAP, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
| 9 |
Cash and Cash Equivalents
Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased.
As
of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents consisted of $
Digital Assets
The Company accounts for its digital assets, which are comprised solely of and dogecoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other. The Company has ownership of and control over its bitcoin and uses third-party custodial services to store its bitcoin. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition.
The Company determines the fair value of its bitcoin and dogecoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin and dogecoin (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicate that it is more likely than not that any of the assets are impaired. In determining if an impairment has occurred, the Company considers the lowest price of one bitcoin and dogecoin quoted on the active exchange at any time since acquiring the specific bitcoin and dogecoin held by the Company. If the carrying value of a bitcoin and dogecoin exceeds that lowest price, an impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price.
Impairment losses are recognized in the period in which the impairment occurs and are reflected within “impairment of intangible assets (cryptocurrencies)” in the Company’s condensed consolidated statements of operations. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s condensed consolidated statements of operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins and dogecoins sold immediately prior to sale.
See Note 3, Digital Assets, to the financial statements for further information regarding the Company’s purchases of digital assets.
Prepaid Expenses
As
of September 30, 2025 and December 31, 2024, the Company had $
| 10 |
Property and Equipment
Property and equipment, which consists of computer equipment, is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the condensed consolidated statements of operations in gains from sales of property and equipment, net.
The
estimated useful life for computer equipment is
Capitalized Software Development Costs
We
capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance,
including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development
efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would
be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over
the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria
together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our
condensed consolidated statements of operations. Costs incurred for enhancements that were expected to result in additional features
or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements,
generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software
costs requires the Company to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized
software development costs. For the nine months ended September 30, 2025 and 2024, the Company capitalized $
The
Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2024, the Company determined
Notes Receivable
Notes
receivable consist of a secured promissory note issued by Dogehash Technologies, Inc. (“Dogehash”) and USDE Acquisition,
Inc. The notes receivable amounted to $
Revenue Recognition
The Company recognizes revenue when services are realized.
The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.
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In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following:
| (i) | Identify the contract(s) with a customer; | |
| (ii) | Identify the performance obligation in the contract; | |
| (iii) | Determine the transaction price; | |
| (iv) | Allocate the transaction price to the performance obligations in the contract; and | |
| (v) | Recognize revenue when (or as) the Company satisfies a performance obligation. |
The Company derives its revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. The Company’s sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts.
Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and is the agent in the transaction (net). The Company has concluded that it is the agent in its current transactions as it arranges for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether the Company is considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable.
Cost of Goods Sold
The Company classifies its credit card transaction fees as cost of goods sold.
Client Deposits
Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts.
Income Taxes
The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate.
The
Company has
The
Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
For the three and nine months ending September 30, 2025 and 2024, the Company recognized
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The Company maintains its 2024 Equity Incentive Plan and 2025 Equity Incentive Plan (collectively, the “Equity Plans”), under which, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other stock-based awards. Additionally, under the Equity Plans, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s board of directors or a duly authorized committee thereof.
For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date.
The Company recognizes share-based compensation expense for service-conditioned awards granted under the Equity Plans on a straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the Equity Plans).
See Note 8, Stock Options, to the financial statements for further information regarding the Equity Plans, related share-based compensation expense, and assumptions used in determining fair value.
Treasury Stock
On
February 26, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up
to an aggregate of $
On
September 23, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up
to an aggregate of $
The Company accounts for treasury stock at cost.
During
the three and nine months ended September 30, 2025, the Company repurchased and
shares of common stock for approximately $
As
of September 30, 2025 and December 31, 2024, the Company had $
The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if
presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common
stock using the “treasury stock” and/or “if converted” methods, as applicable.
The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2025 and 2024, excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
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| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Common shares issuable upon exercise of options | ||||||||
| Common shares issuable upon exercise of warrants | ||||||||
| Common shares issuable upon conversion of preferred stock | ||||||||
| Total potentially dilutive shares | ||||||||
Recent Accounting Pronouncements
Crypto Assets
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin and dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025, on a prospective basis.
The Company expects the adoption of ASU 2023-08 will have a material impact on its condensed consolidated balance sheets, condensed consolidated statements of operations, statements of cash flows and disclosures. The Company will initially record its bitcoin and dogecoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s condensed consolidated statements of operations, and the fair value of the Company’s bitcoin and dogecoin will be reflected within the Company’s condensed consolidated balance sheets each reporting period-end. Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin and dogecoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions.
The
U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Among other things, unless an exemption by statute
or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with
respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive
three-tax-year period preceding the initial tax year exceeds $
Income Taxes
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025, on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025, and is currently evaluating the impact of this guidance on its disclosures.
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Segment Reporting
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025 and it did not have a material impact on the Company’s financial reporting or disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.
There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Note 3 – Digital Assets
The following table summarizes the Company’s digital asset holdings, as of:
September 30, 2025 | December 31, 2024 | |||||||
| Approximate number of bitcoins held | ||||||||
| Approximate number of Dogecoin held | ||||||||
| Digital assets carrying value | $ | $ | ||||||
| Cumulative digital asset impairment losses | $ | ( | ) | $ | ||||
| Unrealized mark-to-market gain | $ | $ | ||||||
The carrying value on the Company’s condensed consolidated balance sheets at each period-end represents the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoins at any time since their acquisition. Therefore, these fair value measurements were made during the period from their acquisition through September 30, 2025, and December 31, 2024, respectively, and not as of September 30, 2025, or December 31, 2024, respectively.
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The following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets for the periods indicated:
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Approximate number of bitcoins purchased | ||||||||
| Approximate number of bitcoins sold | ||||||||
| Approximate number of Dogecoin purchased | ||||||||
| Approximate number of Dogecoin sold | ||||||||
| Digital asset purchases | $ | $ | ||||||
| Digital asset sales | $ | $ | ||||||
| Digital asset impairment losses | $ | ( | ) | $ | ||||
| Gains on sale of digital assets | $ | $ | ||||||
| Unrealized mark-to-market gain | $ | $ | ||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Approximate number of bitcoins purchased | ||||||||
| Approximate number of bitcoins sold | ||||||||
| Approximate number of Dogecoin purchased | ||||||||
| Approximate number of Dogecoin sold | ||||||||
| Digital asset purchases | $ | $ | ||||||
| Digital asset sales | $ | $ | ||||||
| Digital asset impairment losses | $ | ( | ) | $ | ||||
| Unrealized mark-to-market gain | $ | $ | ||||||
Note 4 – Notes Receivable
On
September 24, 2025, the Company loaned $
In connection with the Loan, on September 24, 2025, the Company entered into a security agreement (the “Security Agreement”) with the Maker pursuant to which, among other things, the Maker granted the Company a first priority lien and security interest in the Collateral including profits interest. In addition, on September 24, 2025, the Company entered into a subordination agreement (the “Subordination Agreement”) with a secured lender (together with its representatives, successors, and assigns, “Secured Lender”) and Dogehash pursuant to which each of the Secured Lender and Dogehash (together with all of its current and future, direct and/or indirect, wholly-owned and/or partially-owned subsidiaries and their respective successors and assigns, the “Debtor”) agreed that any security interest of the Secured Lender (and any other lender that may have a security interest in the assets of the Debtor, if any) in the assets of the Debtor will be subordinated to the senior security interest granted to Company with respect to the Collateral.
During
the nine months ended September 30, 2025, the Company utilized $
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Note 5 – Credit Facilities
On
May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc. (“Coinbase”)
and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”)
in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA).
Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a
confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least
equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA). During the nine months ended September
30, 2025, the Company received $
Note 6 – Shareholders’ Equity
Preferred Stock
The Company is authorized to issue shares of preferred stock, par value $ per share.
Series A Preferred Stock
Starting
on September 21, 2022, the Company entered into securities purchase agreements with four accredited investors, pursuant to which the
Company sold an aggregate of shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”)
at a price of $ per preferred share and received aggregate gross proceeds of approximately $
On September 21, 2022, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of the State of Nevada designating shares of its preferred stock as Series A Preferred. On September 26, 2022, the Company filed an Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of Nevada (as amended and restated, the “Series A Certificate of Designation”).
Pursuant
to the Series A Certificate of Designation, each holder of the Series A Preferred has the right, at any time and from time to time, at
the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into shares of common stock.
Each share of Series A Preferred is initially convertible into shares of common stock at a reference rate of $
The holders of Series A Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ per share per quarter. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the Trading Day (as defined in the Series A Certificate of Designation) prior to the issuance of the dividend is below the Series A Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designation.
On March 15, 2025, the Company issued Dividend Shares.
On April 25, 2025, the Company issued shares of common stock in connection with the conversion of shares of Series A Preferred.
On June 15, 2025, the Company issued Dividend Shares to the holders of the Series A Preferred.
On August 6, 2025, the Company issued shares of common stock in connection with the conversion of shares of Series A Preferred.
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On September 15, 2025, the Company issued Dividend Shares to the holders of the Series A Preferred.
As September 30, 2025 and December 31, 2024, the Company had and shares of Series A Preferred issued and outstanding, respectively.
Series B Preferred Stock
On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating shares of preferred stock as Series B Preferred (“Series B Preferred”).
From
March 14, 2024 to March 28, 2024, the Company entered into securities purchase agreements with accredited investors, pursuant to which
the Company issued an aggregate of shares of Series B Preferred for aggregate cash proceeds of $
Pursuant
to the Series B Certificate of Designation, each holder Series B Preferred has the right, at any time and from time to time, at the shareholder’s
option to convert any or all of such holder’s shares of Series B Preferred into shares of common stock. Each share of Series B
Preferred is initially convertible into shares of common stock at a reference rate of $
Upon
the Company’s up-listing to The Nasdaq Capital Market (“Nasdaq”), the Series B Preferred became convertible at $
The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date.
On February 25, 2025, a holder converted shares of Series B Preferred into shares of common stock.
On March 15, 2025, the Company issued shares of common stock as a dividend for the Series B Preferred.
On April 24, 2025, a holder converted shares of Series B Preferred into shares of common stock.
On May 29, 2025, the automatic conversion provision of the Series B Preferred was triggered, which resulted in the automatic conversion of shares of Series B Preferred into shares of common stock.
On June 15, 2025, the Company issued shares of common stock as a dividend for the Series B Preferred.
On July 17, 2025, a holder converted shares of Series B Preferred into shares of common stock.
As of September 30, 2025 and December 31, 2024, the Company had and shares of Series B Preferred issued and outstanding, respectively.
On July 18, 2025, the Company filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Series B Preferred which was effectuated on November 14, 2025. At the time of the filing of the Withdrawal of Designation, no shares of Series B Preferred remained issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.
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Series C Preferred Stock
On June 17, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Secretary of State of Nevada designating shares of preferred stock as Series C Preferred Stock (“Series C Preferred” or “Series C”).
On June 30, 2025, the Company filed an amendment to the Series C Certificate of Designation which provides that except as otherwise required by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to such shares.
General.
The Series C Certificate of Designation authorizes shares of Series C, par value of $. Each share of Series C has a
stated value of $
Exchange Listing. There is no trading market available for the Series C. The Company does not intend to list or quote the Series C on any securities exchange or nationally recognized trading system.
Ranking. The Series C ranks junior to the Company’s Series A Preferred and Series B Preferred, but ranks senior to the Company’s common stock and any preferred stock issued after the Series C. In the event of the merger or consolidation of the Company with or into another entity, the Series C shall maintain its relative rights, powers, designations, privileges and preferences provided for in the Series C Certificate of Designation. In the event of a liquidation of the Company, the holders of Series C will share in the distribution of the Company’s net assets on an as-converted basis.
Voting. Except as otherwise required by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to such shares.
As September 30, 2025 and December 31, 2024, the Company had and shares of Series C Preferred issued and outstanding, respectively.
On
July 8, 2025, in connection with the offering of Series C Preferred, the Company sold an aggregate of shares of Series C Preferred
, convertible into an aggregate of shares of common stock, at $
From July 8, 2024 to August 25, 2025, the Company issued an aggregate of common shares upon the conversion of an aggregate of shares of Series C Preferred.
On September 12, 2025, the Company filed the Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series C Preferred. At the time of the filing of the Withdrawal of Designation, no shares of Series C Preferred remained issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series C Preferred Convertible Voting Stock.
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Common Stock
The Company is authorized to issue shares of common stock, par value $ per share.
During
the nine months ended September 30, 2025, the Company issued shares
of common stock with a fair market value of $
During the nine months ended September 30, 2025, the Company issued shares of common stock upon the conversion of shares of Series B Preferred.
During
the nine months ended September 30, 2025, the Company issued shares of common stock
with a value of $
During the nine months ended September 30, 2025, the Company issued shares of common stock upon the conversion of shares of Series A Preferred.
During the nine months ended September 30, 2025, the Company issued shares of common stock upon the conversion of shares of Series C Preferred.
During
the nine months ended September 30, 2025, the Company issued shares of common stock
upon the cashless exercise of
During the nine months ended September 30, 2025, the Company issued shares of common stock upon the cashless exercise of options.
As of September 30, 2025 and December 31, 2024, the Company had and shares of common stock issued and outstanding, respectively.
Treasury Stock
On
February 26, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up
to an aggregate of $
On
September 23, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up
to an aggregate of $
During
the nine months ended September 30, 2025, the Company repurchased
shares of common stock for approximately $
As
of September 30, 2025 and December 31, 2024, the Company had $
On August 12, 2025, the Company entered into a Financial Advisory Agreement (the “Advisory Agreement”) with American Ventures LLC, Series XVIII DOGE TREAS (the “Advisor”) pursuant to which the Company agreed to issue the Advisor shares of common stock, subject to Stockholder Approval (as defined in the Advisory Agreement) in consideration for certain financial advisory services.
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Note 7 – Contingencies
Russia-Ukraine conflict
The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. However, if the conflict escalates, it is unknown whether its direct or indirect effects may impact the Company’s business.
The Company’s stockholders approved the Company’s 2024 Equity Incentive Plan in May 2024, amending it in July 2024 to increase the number of shares reserved for issuance thereunder to , and approved the Company’s 2025 Equity Incentive Plan in April 2025 with an additional shares reserved for issuance thereunder (collectively, the “Plans”). As of September 30, 2025, the Company had shares of common stock available for future issuance under the Plans.
The Plans provide for the grant of incentive stock options to the Company’s employees, including officers, consultants and directors, and its subsidiaries’ employees, including officers, consultants and directors and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation. The Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans.
Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.
On January 15, 2025, the Company issued options to purchase up to shares of common stock with a $ exercise price with a fair value of $. The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of %, (2) expected volatility of %, (3) risk-free interest rate of %, and (4) expected life of years.
During the three and nine months ended September 30, 2025, the Company issued common shares upon the cashless exercise of options.
During the three and nine months ended September 30, 2025, options were forfeited.
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2025 | $ | $ | ||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | - | ||||||||||||
| Cancelled/Exchanged | ( | ) | $ | - | ||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
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| Exercise Price | Options Outstanding | Weighted Average Remaining Life | Options Exercisable | |||||||||||
| $ | ||||||||||||||
The aggregate intrinsic value of outstanding stock options was $, based on options with an exercise price less than the Company’s stock price of $ as of September 30, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.
The fair value of all options that vested during the three months ended September 30, 2025 and 2024 was $ and $, respectively. The fair value of all options that vested during the nine months ended September 30, 2025 and 2024 was $ and $, respectively. Unrecognized compensation expense was $ as of September 30, 2025.
Note 9 – Warrants
On
July 3, 2025, the Company issued warrants with a $ exercise price with a fair value of $
On
July 16, 2025, the Company issued warrants with a $ exercise price with a fair value of $
On
August 12, 2025, the Company issued warrants with a $ exercise price with a fair value of $
During
the three and nine months ended September 30, 2025, the Company issued common shares
upon the cash exercise of
A summary of the warrant activity for the nine months ended September 30, 2025, is as follows:
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2025 | $ | $ | ||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | ( | ) | - | |||||||||||||
| Cancelled/Exchanged | - | - | ||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
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| Exercise Price | Warrants Outstanding | Weighted Average Remaining Life | Warrants Exercisable | |||||||||||
| $ | ||||||||||||||
The
aggregate intrinsic value of outstanding stock warrants was $ based on warrants with an exercise price less than the Company’s
stock price of $
Note 10- Segment Information
The
Company has
Note 11 – Related Party Transactions
On August 4, 2025, the Company issued an aggregate of shares of common stock for past services rendered to the following officers and directors: Robert Haag ( shares), Isaac Dietrich ( shares), Joanna Massey ( shares), and Paul Dickman ( shares). Effective October 4, 2025, Mr. Haag resigned as a director of the Company.
Isaac Dietrich received a $ bonus on each of March 17, 2025, July 17, 2025, and August 15, 2025.
On September 15, 2025, Robert Haag, Joanna Massey, and Isaac Dietrich received dividends on their Series A Preferred of , , and shares of Series A Preferred, respectively, pursuant to the Series A Certificate of Designation.
Note 12 – Subsequent Events
The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
Effective October 14, 2025, the Company issued shares of common stock to Chris Ensey, a Director of the Company, and will vest immediately in full upon the closing of the Issuer’s acquisition of Dogehash Technologies, Inc. pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025, by and among the Company, Dogehash, and TZUP Merger Sub., Inc., a Nevada corporation and direct, wholly-owned subsidiary of the Company.
Effective November 12, 2025, Robert Haag rescinded shares of common stock issued under the Company’s 2025 Equity Incentive Plan in August 2025.
Effective November 14, 2025, Isaac Dietrich, Joanna Massey, and Paul Dickman each rescinded shares of common stock issued under the Company’s 2025 Equity Incentive Plan in August 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
OVERVIEW
Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (the “App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online.
The Thumzup App enables users to select a brand they want to post about on social media. Once the Thumzup user selects the brand and takes a photo (using the App), the App will post the photo and a caption to the user’s social media account(s). As of the date of this filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive professional influencers. The Company has recorded nominal revenues during the three and nine months ended September 30, 2025, and continues with the development of enhancements to its App and marketing efforts.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
The following table sets forth certain selected unaudited condensed consolidated statements of operations data for the three months ended September 30, 2025 and 2024.
| For the Three Months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Revenues | $ | 385 | $ | 150 | $ | 235 | 156.67 | % | ||||||||
| Operating Expenses | 10,595,334 | 442,847 | 10,152,487 | 2,292.55 | % | |||||||||||
| Loss from Operations | (10,594,949 | ) | (442,697 | ) | (10,152,252 | ) | 2,293.27 | % | ||||||||
| Other Income | 142,345 | 859 | 141,486 | 16,471.04 | % | |||||||||||
| Net Loss Attributable to Common Stockholders | $ | (10,452,579 | ) | $ | (464,837 | ) | $ | (9,987,742 | ) | 2,148.55 | % | |||||
Revenues
The Company generated revenues of $385 and $150 for the three months ended September 30, 2025 and 2024, respectively, an increase of $235. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Operating expenses
For the three months ended September 30, 2025 and 2024, the Company incurred operating expenses of $10,595,334 and $442,847, respectively, an increase of $10,152,487. The increase in operating expenses was caused by: marketing expenses increasing by $573,180 from $97,082 during the three months ended September 30, 2024, to $670,262 during the same period in 2025; general and administrative expenses increasing by $9,608,972 from $268,567 during the three months ended September 30, 2024, to $9,877,494 during the same period in 2025; depreciation and amortization expenses increasing by $21,652 from $27,346 during the three months ended September 30, 2024, to $48,998 during the same period in 2025; and a decrease in research and development expenses of $51,272 from $49,852 during the three months ended September 30, 2024, to $(1,420) during the same period in 2025.
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Net Loss from operations
The Company realized a net loss from operations before income taxes of $10,594,949 and $442,697 for the three months ended September 30, 2025 and 2024, respectively, an increase of $10,152,252 for the reasons stated above in the section “Operating Expenses.”
Other income
For the three months ended September 30, 2025 and 2024, the Company had $261,284 and $859 in interest (expense) and income, respectively. There was loss on the impairment on intangible assets (cryptocurrencies) of $337,212 and $0 during the three months ended September 30, 2025 and 2024, respectively. Additionally, there was unrealized gains on intangible assets (cryptocurrencies) of $218,273 and $0 during the three months ended September 30, 2025 and 2024, respectively.
Net Loss attributable to common stockholders
The Company realized a net loss attributable to common stockholders of $10,452,579 and $464,837 for the three months ended September 30, 2025 and 2024, respectively, an increase of $9,987,742 for the reasons stated above in the section “Operating Expenses.”
NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
The following table sets forth certain selected unaudited condensed consolidated statements of operations data for the nine months ended September 30, 2025, and 2024.
| For the Nine Months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Revenues | $ | 551 | $ | 585 | $ | (34 | ) | (5.81 | )% | |||||||
| Operating Expenses | 13,990,290 | 1,300,292 | 12,689,998 | 975.93 | % | |||||||||||
| Loss from Operations | (13,989,739 | ) | (1,299,707 | ) | (12,690,032 | ) | 976.38 | % | ||||||||
| Other Income | 209,719 | 2,147 | 207,572 | 9,668.01 | % | |||||||||||
| Net (Loss) Attributable to Common Stockholders | $ | (13,800,895 | ) | $ | (1,346,269 | ) | $ | (12,454,626 | ) | 925.12 | % | |||||
Revenues
The Company generated revenues of $551 and $585 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $34. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Operating expenses
For the nine months ended September 30, 2025 and 2024, the Company incurred operating expenses of $13,990,290 and $1,300,292, respectively, an increase of $12,689,998. The increase in operating expenses was caused by: marketing expenses increasing by $1,457,990 from $245,522 during the nine months ended September 30, 2024, to $1,703,512 during the same period in 2025; general and administrative expenses increasing by $11,119,901 from $850,322 during the nine months ended September 30, 2024, to $11,970,223 during the same period in 2025; depreciation and amortization expenses increasing by $57,827 from $67,509 during the nine months ended September 30, 2024, to $125,336 during the same period in 2025; and an increase in research and development expenses of $54,280 from $136,939 during the nine months ended September 30, 2024, to $191,219 during the same period in 2025.
Net Loss from operations
The Company realized a net loss from operations before income taxes of $13,989,739 and $2,147 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12,690,032 for the reasons stated above in the section “Operating Expenses.”
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Other income
For the nine months ended September 30, 2025 and 2024, the Company had $282,962 and $2,147 in interest and income, respectively. There was loss on the impairment on intangible assets (cryptocurrencies) of $(916,261) and $0 during the nine months ended September 30, 2025 and 2024, respectively. Additionally, there was unrealized gains on intangible assets (cryptocurrencies) of $843,018 and $0 during the nine months ended September 30, 2025 and 2024, respectively.
Net Loss attributable to common stockholders
The Company realized a net loss attributable to common stockholders of $13,800,895 and $1,299,707 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12,454,626 for the reasons stated above in the section “Operating Expenses.”
Liquidity and capital resources
As of September 30, 2025 and December 31, 2024, the Company had cash in the amount of $44,080,451 and $4,680,840, respectively. As of September 30, 2025 and December 31, 2024, the Company had stockholders’ equity of $50,777,540 and $4,767,261, respectively.
The Company’s accumulated deficit was $(23,492,603) and $(9,691,708) as of September 30, 2025 and December 31, 2024, respectively.
The Company used net cash in operating activities of $4,959,872 and $1,053,175 for nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, cashflows were impacted by depreciation and amortization of $125,336, equity issued for services of $9,168,263, impairment of intangible assets (cryptocurrencies) of $916,261, unrealized gain on intangibles (cryptocurrencies) of $843,018, change in receivables of $134,594, change in payables and accrued expenses of $67,968, change in prepaids of $459,269, and changes in accrued payroll of $20,798. For the nine months ended September 30, 2024, cashflows were impacted by depreciation and amortization of $67,509, equity issued for services of $194,968, change in payables and accrued expenses of $27,657, and change in prepaids of $45,749.
Net cash used in investing activities for nine months ending September 30, 2025 and 2024 was $6,761,950 and $177,017, respectively. During the nine months ended September 30, 2025, we invested $4,001,246, $2,500,000, $835, $259,869, in the purchase of intangible assets (bitcoin and Dogecoin), funding a debt note issued by Dogehash Technologies Inc., purchase of computer equipment, and capitalized development costs, 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.
There was cash generated by financing activities for the nine months ended September 30, 2025 of $51,121,442 comprised of cash used to repurchase treasury stock of $1,257,420, offset by cash provided by a Coinbase BTC loan of $500,000, cash received from the cash exercise of warrants of $256,562, cash provided by the sale of common stock of $45,675,000, and cash received from the sale of Series C preferred stock of $5,947,300.
Net cash provided by financing activities was $1,081,228 for the nine months ended September 30, 2024 and was comprised of $140,000 from the issuance of non-convertible notes, $805,000 from the sale of Series B preferred stock , less offering costs of $25,000 and $161,228 net proceeds from the sale of common stock.
Capital Resources
As of September 30, 2025, we had cash on hand of $44,080,451. We currently have minimal sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
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Series A Preferred Stock
Pursuant to the Series A Certificate of Designation, the Company designated 1,000,000 shares of preferred stock as Series A Preferred. The Series A Preferred votes together with the common stock of the Company on an as-converted basis, provided that each holder of Series A Preferred shall be limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law.
Subject to the provisions of Section 4 of the Series A Certificate of Designation, each holder shall have the right, at any time and from time to time, at such holder’s option, to convert any or all of such holder’s shares of Series A Preferred into the number of shares of common stock as set forth herein. Each share of Series A Preferred initially converts into 15 shares of common stock (the “Conversion Rate”) at a reference rate of $3.00 per share of common stock (the “Series A Reference Rate”) subject to adjustments set forth in Sections 4(g) and (h) of the Series A Certificate of Designation.
The holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $3.50 per share. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Series A Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the trading day prior to the issuance of the dividend is below the Series A Reference Rate, in which case the Series A Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designation.
Under the Series A Certificate of Designation, at no time may all or a portion of the Series A Preferred be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the Holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the holder providing the Company with 61 days’ advance notice (the “4.99% Waiver Notice”) that the holder would like to waive Section 4(f) of the Series A Certificate of Designation with regard to any or all shares of common stock issuable upon conversion of the Series A Preferred, Section 4(f) will be of no force or effect with regard to all or a portion of the Series A Preferred referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% beneficial ownership limitation.
Series B Preferred Stock
On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred”).
The Company raised $805,000 in a Series B Preferred offering during the period March to May 2024. Each share of Series B Preferred cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection. Once the Company up-lists on a national securities exchange, the Series B Preferred converts at a 20% discount to the price of the offering set forth on its Registration Statement on S-1 and the downside price protections are eliminated. There is a call provision that goes into effect six months from the listing on a national securities exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock.
Pursuant to the Series B Certificate of Designation, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into shares of common stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $5.00 per share of common stock, subject to adjustments set forth in the Series B Certificate of Designation.
Upon the Company’s up-listing to Nasdaq, the Series B Preferred became convertible at $4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the common stock trades at a 100% premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock.
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The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date. The Series B Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act.
On July 18, 2025, we filed the Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated the designation of our Series B Preferred which was effectuated on November 14, 2025. At the time of the filing of the Withdrawal of Designation, there were no shares of Series B Preferred Stock issued and outstanding. The Withdrawal of Designation eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.
Series C Preferred Stock
On June 17, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Secretary of State of Nevada designating 200,000 shares of preferred stock as Series C Preferred Stock. On June 30, 2025, the Company filed an amendment to the Series C Certificate of Designation which provides that except as otherwise required by the Nevada Revised Statutes, the holders of Series C Preferred Stock shall have no voting rights with respect to such shares.
The Series C Preferred Stock is functionally the same as our common stock except for the inclusion of either, at the election of the holder, a 4.99% or 9.99% beneficial ownership equity blocker and a liquidation preference in the event of a Liquidation Event (as defined in the Series C Certificate of Designation) so that before any amount shall be paid to the holders of any of shares of junior stock, the holders of the Series C Preferred Stock shall receive a number of shares of Series C Preferred Stock equal to the amount per share such holder would receive if such holder converted such Series C Preferred Stock into common stock immediately prior to the date of such payment.
General. The Series C Certificate of Designation for authorizes 200,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $60.00. Each share of Series C Preferred Stock is convertible into 10 shares of our common stock, subject to certain adjustments. The initial conversion price of the Series C Preferred Stock is $6.00 per share of common stock.
Exchange Listing. There is no trading market available for the Series C Preferred Stock. We do not intend to list or quote the Series C Preferred Stock on any securities exchange or nationally recognized trading system.
Ranking. The Series C Preferred Stock ranks junior to the Series A Preferred and Series B Preferred, but ranks senior to our common stock and any preferred stock issued after the Series C Preferred Stock. In the event of the merger or consolidation of the Company with or into another entity, the Series C Preferred Stock shall maintain its relative rights, powers, designations, privileges and preferences provided for in the Series C Certificate of Designation. In the event of a liquidation of the Company, the holders of Series C Preferred Stock will share in the distribution of our net assets on an as-converted basis.
Voting. Except as otherwise required by the Nevada Revised Statutes, the holders of Series C Preferred Stock shall have no voting rights with respect to such shares.
On July 8, 2025, in connection with the offering of Series C Preferred (the “Series C Offering”), we sold an aggregate of 108,333 shares of Series C Preferred Stock, convertible into 1,083,333 shares of our common stock, at $60.00 per share (each share of Series C is convertible into 10 shares of common stock) on a best-efforts basis for aggregate gross proceeds of $6,499,980 prior to deducting placement agent fees and offering expenses payable by us. The net proceeds to us from the Series C Offering were approximately $6.04 million after deducting placement agent fees and offering expenses payable by us. There is currently no established public market for the Series C Preferred Stock, and we do not expect a market to develop. The Series C Preferred Stock contains a beneficial ownership limitation, pursuant to which a holder may not convert the Series C Preferred Stock into common stock to the extent that, after such conversion, the holder (together with its affiliates) would beneficially own more than either 4.99% or 9.99% of our outstanding common stock, as initially elected by the holder.
On September 12, 2025, the Company filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Series C Preferred. At the time of the filing of the Withdrawal of Designation, there were no shares of Series C Preferred remained issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Series C Certificate of Designation.
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August 2025 Offering
On August 11, 2025, we entered into a placement agency agreement (the “August 2025 Dominari Agreement”) with Dominari Securities LLC (“Dominari”), pursuant to which, on August 12, 2025, we issued and sold directly to investors (the “Investors”) an aggregate of 5,000,000 shares of our common stock (the “August 2025 Offering”). The gross proceeds to us were approximately $50 million, before deducting the placement agent’s fees and expenses and estimated offering expenses payable by us. We currently intend to use the net proceeds received from the August 2025 Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general corporate purposes.
Pursuant to the August 2025 Dominari Agreement, we paid Dominari a cash fee equal to 7% of the aggregate purchase price paid by the Investors in the August 2025 Offering and a cash fee equal to 1% of the aggregate purchase price paid by the Investors in the August 2025 Offering for non-accountable expenses, and reimbursed Dominari for all reasonable and out-of-pocket expenses incurred in connection with its engagement, including reasonable fees and expenses of its legal counsel in the amount of $150,000. Additionally, we issued a warrant (the “August 2025 Dominari Warrant”) to Dominari to purchase up to 350,000 shares of common stock at an exercise price of $10.00 per share. The August 2025 Dominari Warrant will be exercisable 180 days after the issuance date and has a term of exercise equal to five years from the date of issuance.
Coinbase Master Loan Agreement
On May 12, 2025, the Company entered into that certain MLA with Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc. (“Coinbase”) and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into loans in which Coinbase will lend to the Company certain digital assets or cash against a transfer of Collateral (as defined in the MLA). Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the loan (which terms may be amended by mutual agreement of the parties), including (i) the Digital Asset (as defined in the MLA) or currency of any cash to be lent, (ii) the quantity of the digital asset or cash to be lent, (iii) the Loan Fee Rate (as defined in the MLA) to be paid by the Company to Coinbase, (iv) the type and amount of fees to be charged (if any), (v) the type and amount of Collateral to be transferred by the Company to Coinbase, (vi) the day on which the loan is to commence, (vii) whether the loan is for a fixed term or open, and if for a fixed term the term and maturity date of the Loan, and (viii) any additional terms, and Coinbase shall confirm such loan by sending a confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA).
The Company has agreed to pay Coinbase a loan fee (the “Loan Fee”) owed on each loan, and Coinbase shall pay the Company any fee or amount owed, if applicable. Any Loan Fee payable hereunder will be calculated daily based on a 365-day year for the actual number of days a loan is open, by reference to the Loaned Assets outstanding on each day under a loan, based on the Loan Fee Rate and subject to the terms of the MLA. Additionally, Coinbase will be entitled to receive all Distributions (as defined in the MLA) made on or in respect of the Loaned Digital Assets (as defined in the MLA) which are not otherwise received by Coinbase, to the full extent it would be so entitled if the Loaned Digital Assets had not been lent to the Company.
Contractual Obligations
Our contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.
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Inflation
The Company’s results of operations have not been affected by inflation and management cannot predict the impact, if any, inflation might have on its operations in the future.
Known Trends, Events and Uncertainties
The Company is subject to risks and uncertainties common to companies in the technology and social media industry, including, but not limited to, development by competitors of new products and applications, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariffs, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. For a further discussion of factors that may affect future operating results see the sections entitled “Risk Factors.”
Other than as discussed above and elsewhere in this Quarterly Report on Form 10-Q, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Inherent Limitations of the Effectiveness of Controls
Management does not expect that our controls and procedures will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes in internal controls over financial reporting during the three and nine months ended September 30, 2025.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.
Item 1A. Risk Factors.
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.
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.
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.
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.
Our failure to complete the Acquisition could negatively impact our stock price, our financial condition and our future business and financial results.
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.
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Our business relationships, those of Dogehash or the combined company may be subject to disruption due to uncertainty associated with the Acquisition.
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.
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.
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.
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.
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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.
Item 3. Defaults upon Senior Securities
None.
Item 5. Other Information
During
the fiscal quarter ended September 30, 2025, none of the Company’s directors or executive officers
Item 6. ExhibitS
| Incorporated by Reference | ||||||||||
| No. | Description | Form | File No. | Exhibit | Filing Date | |||||
| 2.1 | Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc. and Dogehash Technologies, Inc. | 8-K | 001-42388 | 2.1 | August 22, 2025 | |||||
| 3.1 | Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025 | 8-K | 001-42388 | 3.1 | July 7, 2025 | |||||
| 3.2 | Form of Withdrawal of Designation of Series C Convertible Preferred Stock, dated September 12, 2025 | 8-K | 001-42388 | 3.2 | September 12, 2025 | |||||
| 4.1 | Placement Agent Warrant | 8-K | 001-42388 | 4.1 | July 7, 2025 | |||||
| 4.2 | Form of Placement Agent Warrant | 8-K | 001-42388 | 4.1 | August 12, 2025 | |||||
| 10.1 | Placement Agency Agreement | 8-K | 001-42388 | 10.1 | July 7, 2025 | |||||
| 10.2 | Form of Securities Purchase Agreement | 8-K | 001-42388 | 10.2 | July 7, 2025 | |||||
| 10.3 | Form of Restricted Stock Agreement | 8-K | 001-42388 | 10.1 | August 6, 2025 | |||||
| 33 |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 34 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Thumzup Media Corporation | ||
| By: | /s/ Robert Steele | |
| Robert Steele | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Date: November 14, 2025
| By: | /s/ Isaac Dietrich | |
| Isaac Dietrich | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Date: November 14, 2025
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