Thumzup Media Corporation Announces Pricing of $50 Million Confidentially Marketed Public Offering at $10 per Share

Thumzup Media Corporation (Nasdaq: TZUP) (“Thumzup” or the “Company”), a digital asset accumulator and advertising industry disruptor announced the pricing of its confidentially marketed public offering of common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock, at a public offering price of $10 per share (the “Offering”).

The Company expects to receive aggregate gross proceeds of $46.5 million from the Offering, before deducting placement agent fees and other related expenses. The Offering is expected to close on or about August 12, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general corporate purposes.

Dominari Securities LLC is acting as the exclusive placement agent for the Offering.

This Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2025, and declared effective by SEC on May 30, 2025.

A preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof has been filed with the SEC on August 11, 2025 and forms a part of the effective registration statement, and is available on the SEC’s website located at http://www.sec.gov.