Thumzup Media closes $6.5 million preferred stock offering

Thumzup Media Corporation (NASDAQ: TZUP) completed a registered direct offering of Series C Convertible Preferred Stock, raising approximately $6.04 million in net proceeds after fees and expenses.

The company sold 108,333 shares of Series C preferred stock at $60.00 per share, with each preferred share convertible into 10 shares of common stock. The pricing represents a functional equivalent of $6.00 per share of common stock, with the preferred shares convertible into an aggregate of 1,083,333 common shares.

The Series C preferred stock is non-voting and includes beneficial ownership limitations of either 4.99% or 9.99% at the holder's election. The company does not expect a trading market to develop for the preferred shares.

Thumzup stated it intends to use the net proceeds for general corporate purposes and to explore accumulating cryptocurrencies. Dominari Securities LLC served as the sole placement agent for the offering.

The offering was conducted under an effective shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on May 30, 2025.

Thumzup operates a social media marketing platform that pays users to post about participating advertisers on major social media outlets through its mobile application. The platform includes a programmatic advertiser dashboard and makes cash payments to users through PayPal and other digital payment systems.

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