UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO _________

Commission File Number: 001-42388

Thumzup Media Corporation

(Exact name of registrant as Specified in its Charter)

Nevada		85-3651036
(State or Other Jurisdiction of		(I.R.S.
Incorporation or Organization)		Employer Identification No.)

10557-B Jefferson Blvd., Los Angeles, CA		90232
(Address of Principal Executive Offices)		(Zip Code)

(800) 403-6150

(Registrant’s telephone number, including area code)

Not applicable

(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
Common Stock, $0.001 par value per share		TZUP		The Nasdaq Stock Market, LLC

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☐
Non-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, $0.001 par value per share, outstanding as of November 12, 2025 was 16,541,342.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION		4
ITEM 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025 and 2024 (unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	30
ITEM 4.	Controls and Procedures	30

PART II - OTHER INFORMATION		31
ITEM 1.	Legal Proceedings	31
ITEM 1A.	Risk Factors	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
ITEM 3.	Defaults Upon Senior Securities	33
ITEM 5.	Other Information	33
ITEM 6.	Exhibits	33
SIGNATURES		35

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.

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	$	44,080,451		$	4,680,840
Interest receivable		151,631			17,037
Prepaid expenses		600,569			141,300
Total current assets		44,832,651			4,839,177

Property and equipment, net		13,825			14,660
Capitalized software costs, net		386,745			248,627
Intangibles DOGE, net		1,747,852			-
Intangibles Bitcoin, net		2,179,171			-
Intangibles (net of amortization)		2,179,171
Notes receivable and interest receivable		2,500,000			-

Total assets	$	51,660,244		$	5,102,464

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	301,554		$	233,255
Notes Payable (Coinbase)		500,000			-
Accrued payroll and related		81,150			101,948
Total current liabilities		882,704			335,203
					-
Total liabilities		882,704			335,203

Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized:
Preferred stock - Series A, $0.001 par value, $45.00 stated value, 1,000,000 shares authorized; 158,428 and 153,411 shares issued and outstanding, respectively		158			153
Preferred stock - Series B, retired as of November 14, 2025; $0.001 par value, $50.00 stated value, 40,000 shares authorized; 16,100 shares issued and outstanding as of December 31, 2024		-			16
Preferred stock, value		-			16
Common stock, $0.001 par value, 250,000,000 shares authorized; 16,540,342 and 9,400,535 shares issued and outstanding, respectively		16,540			9,401
Treasury stock, at cost; 262,432 and 0 shares of common stock, respectively		(1,257,420	)		-
Additional paid in capital		75,510,866			14,449,399
Accumulated deficit		(23,492,604	)		(9,691,708	)
Total stockholders’ equity		50,777,540			4,767,261

Total liabilities and stockholders’ equity	$	51,660,244		$	5,102,464

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	$	385		$	150		$	551		$	585

Operating Expenses:
Sales and marketing		670,262			97,082			1,703,512			245,522
Research and development		(1,420	)		49,852			191,219			136,939
General and administrative		9,877,494			268,567			11,970,223			850,322
Depreciation and amortization		48,998			27,346			125,336			67,509
Total Operating Expenses		10,595,334			442,847			13,990,290			1,300,292

Loss From Operations		(10,594,949	)		(442,697	)		(13,989,739	)		(1,299,707	)

Other Income:
Unrealized gain on intangible asset (cryptocurrencies)		218,273			-			843,018			-
Impairment of intangible asset (cryptocurrencies)		(337,212	)		-			(916,261	)		-
Interest income		261,283			859			282,961			2,147
Total Other Income		142,344			859			209,718			2,147

Net Loss Before Income Taxes		(10,452,605	)		(441,838	)		(13,780,021	)		(1,297,560	)

Provision for Income Taxes (Benefit)		-			-			-			-

Net Loss		(10,452,605	)	$	(441,838	)	$	(13,780,021	)	$	(1,297,560	)
Dividends on preferred stock		25			(22,999	)		(20,875	)		(48,709	)

Net Loss Attributable to Common Stockholders	$	(10,452,580	)	$	(464,837	)	$	(13,800,896	)	$	(1,346,269	)

Net Income (Loss) Per Common Share:
Basic	$	(0.77	)	$	(0.06	)	$	(1.27	)	$	(0.17	)
Diluted	$	(0.77	)	$	(0.06	)	$	(1.27	)	$	(0.17	)

Weighted Average Common Shares Outstanding:
Basic		13,656,273			7,742,982			10,891,729			7,717,474
Diluted		13,656,273			7,742,982			10,891,729			7,717,474

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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		158,632		$	159			1,000		$	1			-		$	-			9,677,720	$	9,678	$	(298,207	)	$	15,151,438		$	(13,040,024	)	$	1,823,045
Stock based compensation for services rendered and to be rendered		-			-			-			-			-			-			667,500		667		-			8,486,760			-			8,487,427
Common stock issued for cashless option exercises		-			-			-			-			-			-			8,906		9		-			(9	)		-			-
Common Stock issued for cash warrant exercises		-			-			-			-			-			-			41,050		41		-			256,521			-			256,562
Common Stock issued for investment		-			-			-			-			-			-			5,000,000		5,000		-			50,000,000			-			50,000,000
Issuance costs – Common Stock		-			-			-			-			-			-			-		-		-			(4,330,000	)		-			(4,330,000	)
Common Stock issued for Series C conversion		-			-			-			-			(108,333	)		(108	)		1,083,334		1,083		-			(975	)		-			-
Common Stock issued for Series B conversion		-			-			(1,000	)		(1	)		-			-			12,500		13		-			(13	)		-			(1	)
Common Stock issued for Series A conversion		(3,289	)		(4	)		-			-			-			-			49,332		49		-			(45	)		-			-
Preferred Series A issued for dividends		3,085			3			-			-			-			-			-		-		-			(3	)		25			25
Preferred Series C issued for investment		-			-			-			-			108,333			108			-		-		-			6,499,980			-			6,499,980
Issuance costs – Preferred Series C		-			-			-			-			-			-			-		-		-			(552,788	)		-			(552,788	)
Purchases of Treasury Stock		-			-			-			-			-			-			-		-		(959,213	)		-			-			(959,213	)
Net loss																													(10,452,605	)		(10,452,605	)
Balance at September 30, 2025		158,428		$	158			-		$	-			-		$	-			16,540,342	$	16,540	$	(1,257,420	)	$	75,510,866		$	(23,492,604	)	$	50,777,540


	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		147,798		$	148			16,100.00	$	16		-	$	-		7,741,731	$	7,742	$	-	$	7,184,531		$	(6,573,235	)	$	619,202
Common Stock issued for services rendered and to be rendered		-			-			-		-		-		-		2,000		2		-		10,596			-			10,598
Common stock issued for Series B dividend		-			-			-		-		-		-		3,802		4		-		20,121			(20,125	)		-
Common stock issued for Series A conversion		(187	)		(1	)		-		-		-		-		2,809		2		-		(3	)		-			(2	)
Preferred Series A issued for dividends		2,874			3			-		-		-		-		-		-		-		2,874			(2,873	)		4
Net loss																									(441,838	)		(441,838	)
Balance at September 30, 2024

SEC Form 10-Q filed by Thumzup Media Corporation