Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.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.

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."

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.

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.

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.

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.

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.