Основная статистика
| CIK | 1853825 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Thumzup Media Corporation
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 4, 2025 |
Exhibit 99.1 Thumzup Media Corporation Issues Shareholder Letter Highlighting Strategic Transformation into a Crypto Industry Leader ● Successfully completed a $50 million all-common stock offering at $10 per share, significantly bolstering the balance sheet to fuel aggressive expansion in mining infrastructure and substantial digital asset accumulation ● Pending acquisition of DogeHash Technologi |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 4, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of |
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| August 22, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among THUMZUP MEDIA CORPORATION, TZUP MERGER SUB, INC., AND DOGEHASH TECHNOLOGIES, INC. dated as of August 18, 2025 TABLE OF CONTENTS TO BE ADDED EXHIBITS Exhibit A – Form of Article of Merger Exhibit B – Form of TZUP Amended and Restated Articles of Incorporation i AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 19, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of i |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of i |
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| August 14, 2025 |
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 Period Ended June 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 n |
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| August 12, 2025 |
Exhibit 99.2 Thumzup Media Corporation Announces Pricing of $50 Million Confidentially Marketed Public Offering at $10 per Share Los Angeles, California - August 11, 2025 — Thumzup Media Corporation (Nasdaq: TZUP) (“Thumzup” or the “Company”), a digital asset accumulator and advertising industry disruptor, today announced the pricing of its confidentially marketed public offering of common stock a |
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| August 12, 2025 |
Thumzup Media Corporation Announces Update to the Terms of its Proposed Public Offering Exhibit 99.1 Thumzup Media Corporation Announces Update to the Terms of its Proposed Public Offering Los Angeles, California - August 9, 2025 — Thumzup Media Corporation (Nasdaq: TZUP) (“Thumzup” or the “Company”), a digital asset accumulator and advertising industry disruptor, today announced that it has updated the terms of its previously disclosed best efforts public offering to now consist of |
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| August 12, 2025 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-286951 PROSPECTUS SUPPLEMENT (To the Prospectus dated May 30, 2025) 5,000,000 shares of Common Stock Up to 350,000 Placement Agent Warrants to Purchase 350,000 shares of Common Stock Up to 350,000 Shares of Common Stock Underlying 350,000 Placement Agent Warrants Thumzup Media Corporation We are offering 5,000,000 shares of our common stock, pa |
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| August 12, 2025 |
Exhibit 99.3 Thumzup Media Corporation Announces Closing of $50 Million Public Offering of All Common Stock at $10 Per Share Net proceeds from the Offering to be used for exploring the accumulation of cryptocurrencies and crypto mining equipment, working capital and general corporate purposes Los Angeles, California - August 12, 2025 — Thumzup Media Corporation (Nasdaq: TZUP) (“Thumzup” or the “Co |
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| August 12, 2025 |
Exhibit 10.1 FINANCIAL ADVISORY AGREEMENT This Advisory Agreement (the “Agreement”) is made as of August 12, 2025 (the “Effective Date”) between Thumzup Media Corporation, a Nevada Corporation (the “Company”), and American Ventures LLC, Series XVIII DOGE TREAS (the “Advisor”). WHEREAS, the Company desires to obtain the services of Advisor to advise the Company on certain matters, upon the followin |
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| August 12, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT August 11, 2025 PERSONAL AND CONFIDENTIAL Thumzup Media Corporation 10557-B Jefferson Boulevard Culver City, CA 90232 Attn: Robert Steele, Chief Executive Officer Dear Mr. Steele: Subject to the terms and conditions herein (this “Agreement”), Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Company d |
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| August 12, 2025 |
Form of Placement Agent Warrant Exhibit 4.1 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT THUMZUP MEDIA CORPORATION Warrant Shares: [●] Initial Issuance Date: [●]1, 2025 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Dominari Securities LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of i |
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| August 11, 2025 |
SUBJECT TO COMPLETION, DATED AUGUST 11, 2025 Filed pursuant to Rule 424(b)(5) Registration No. 333-286951 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not sol |
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| August 6, 2025 |
Form of Restricted Stock Agreement Exhibit 10.1 THUMZUP MEDIA CORPORATION 2025 EQUITY INCENTIVE PLAN (the “Plan”) RESTRICTED STOCK GRANT AGREEMENT The Company hereby awards a Restricted Stock Grant (the “Restricted Stock”) to the Participant named below. The terms and conditions of the Restricted Stock Grant are set forth in this cover sheet and the attached Restricted Stock Grant Agreement and in the Plan. This cover sheet is inco |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of in |
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| July 22, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) THUMZUP MEDIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity Common Stock, par value $0. |
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| July 22, 2025 |
As filed with the Securities and Exchange Commission on July 22, 2025 As filed with the Securities and Exchange Commission on July 22, 2025 Registration No. |
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| July 21, 2025 |
Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025 Exhibit 3.2 THUMZUP MEDIA CORPORATION Unanimous Written Consent of the Board of Directors July 17, 2025 In accordance with Section 78.315(2) of the Nevada Revised Statutes of the State of Nevada, as amended, and the Bylaws of Thumzup Media Corporation, a Nevada corporation (the “Company”), the undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), do h |
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| July 21, 2025 |
Amendment to Amended and Restated Bylaws of Thumzup Media Corporation Exhibit 3.1 Thumzup Media Corporation Amendment to the Amended and Restated Bylaws Article II, Section 2.5. Removal is hereby amended to read: Except as limited by the Articles or by law, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity with these Bylaws, and only by t |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 16, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Oth |
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| July 15, 2025 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) Jul 15, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of inco |
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| July 9, 2025 |
As filed with the Securities and Exchange Commission on July 8, 2025 As filed with the Securities and Exchange Commission on July 8, 2025 Registration No. |
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| July 9, 2025 |
As filed with the Securities and Exchange Commission on July 9, 2025 As filed with the Securities and Exchange Commission on July 9, 2025 Registration No. |
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| July 9, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Thumzup Media Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| July 7, 2025 |
Exhibit 99.2 Thumzup Media Corporation Announces Closing of $6.5 Million Registered Direct Offering of Series C Preferred Stock at $60.00 Per Share (the functional equivalent of $6.00 per Share of Common Stock) Los Angeles, CA – July 7, 2025 - Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), a digital asset accumulator and advertising industry disruptor, today announced it ha |
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| July 7, 2025 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT June 30, 2025 PERSONAL AND CONFIDENTIAL Thumzup Media Corporation 10557-B Jefferson Boulevard Culver City, CA 90232 Attn: Robert Steele, Chief Executive Officer Dear Mr. Steele: Subject to the terms and conditions herein (this “Agreement”), Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Company de |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of inc |
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| July 7, 2025 |
Thumzup Media Corporation Announces $6.5 Million Financing at $6.00 Per Share Exhibit 99.1 Thumzup Media Corporation Announces $6.5 Million Financing at $6.00 Per Share Los Angeles, CA – June 30, 2025 - Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), a digital asset accumulator and advertising industry disruptor, today announced it has entered into a definitive agreement with investors to purchase up to 1,083,333 shares of common stock at a purchase p |
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| July 7, 2025 |
Exhibit 4.1 PLACEMENT AGENT WARRANTS THUMZUP MEDIA CORPORATION Warrant Shares: 65,000 (subject to adjustment) Initial Issuance Date: July 7, 2025 THIS PLACEMENT AGENT WARRANTS TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Dominari Securities LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions h |
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| July 7, 2025 |
Exhibit 3.1 |
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| July 7, 2025 |
Form of Securities Purchase Agreement Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2025, between THUMZUP MEDIA CORPORATION, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| July 2, 2025 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-286951 PROSPECTUS SUPPLEMENT (To the Prospectus dated May 30, 2025) 108,333 shares of Series C Convertible Preferred Stock (1,083,333 shares of Common Stock issuable upon the conversion of such Series C Convertible Preferred Stock) Placement Agent Warrants to purchase up to 65,000 shares of our Common Stock Up to 65,000 shares of Common Stock i |
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| June 23, 2025 |
Exhibit 3.1 |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 17, 2025 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or other jurisdiction (Commission (IRS Employer of inc |
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| June 4, 2025 |
Slide Presentation, dated Summer 2025 (furnished pursuant to Item 7.01) Exhibit 99.1 |
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| June 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 4, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Othe |
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| May 28, 2025 |
Thumzup Media Corporation 10557-B Jefferson Boulevard Culver City, CA 90232 Tel: (800) 403-6150 Thumzup Media Corporation 10557-B Jefferson Boulevard Culver City, CA 90232 Tel: (800) 403-6150 May 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 20, 2025 |
May 20, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Mariam Mansaray Re: Thumzup Media Corporation Registration Statement on Form S-3 Filed May 6, 2025 File No. 333-286951 Dear Ms. Mariam Mansaray: On behalf of Thumzup Media Corporation (the “Company”), we have set forth below respons |
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| May 15, 2025 |
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 Period Ended March 31, 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 |
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| May 13, 2025 |
Exhibit 99.1 Thumzup Media Corporation Expands Capital Strategy With Bitcoin-Backed Credit Facility from Coinbase Prime Thumzup Recently Filed a Shelf Registration Statement to Raise Up to $500 Million for Working Capital and to Accelerate its Bitcoin (“BTC”) Acquisition Strategy TZUP Currently Holds 19.106 BTC with a Market Value of Approximately $2.0 Million as of May 12, 2025 The Company’s Boar |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 12, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Othe |
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| May 13, 2025 |
Exhibit 10.1 MASTER LOAN AGREEMENT This Master Loan Agreement (this “Agreement”) is made by and among Coinbase Credit, Inc., a Delaware corporation (hereinafter “Lender” or “Coinbase Credit”), Coinbase, Inc., a Delaware corporation (hereinafter “Lending Service Provider” or “Coinbase Inc.”) and Thumzup Media Corporation, a corporation organized/incorporated under the laws of Nevada that holds one |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) THUMZUP MEDIA CORPORA |
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| May 6, 2025 |
As filed with the Securities and Exchange Commission on May 6, 2025 As filed with the Securities and Exchange Commission on May 6, 2025 Registration No. |
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| May 6, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3/A (Form Type) Thumzup Media Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| May 2, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Thumzup Media Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Definitive Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) THUMZUP MEDIA CORPORA |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ 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™ M |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 20, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Ot |
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| March 20, 2025 |
Thumzup Media Corporation Initiates Share Buyback Program of Up to $1 Million as Authorized by Board Exhibit 99.1 Thumzup Media Corporation Initiates Share Buyback Program of Up to $1 Million as Authorized by Board ● Company Continues to Demonstrate Commitment to Enhancing Shareholder Value and Strategic Capital Deployment Los Angeles, CA – March 20, 2025 - Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), an emerging leader in social media branding and programmatic marketing |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 18, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Ot |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 Corporatio |
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| March 11, 2025 |
Exhibit 10.15 Bridge Loan $20,000 Wellington, FL October 28, 2024 FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 711 S Carson Street, Suite 4, Carson City, NV 89701, hereby promises to pay and guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery address at 3651 |
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| March 11, 2025 |
Exhibit 10.14 Bridge Loan $50,000 Wellington, FL October 22, 2024 FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 711 S Carson Street, Suite 4, Carson City, NV 89701, hereby promises to pay and guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery address at 3651 |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 7, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Oth |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 21, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 17, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 6, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or O |
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| January 7, 2025 |
Form of Coinbase Prime Broker Agreement Exhibit 10.1 COINBASE PRIME BROKER AGREEMENT General Terms and Conditions 1. Introduction 1.1 This agreement dated as of (the “Effective Date”) (including, the Coinbase Custody Services Agreement attached hereto as Exhibit A (the “Custody Agreement”), the Coinbase Master Trading Agreement attached hereto as Exhibit B (the “MTA”), and all other exhibits, addenda, and supplements attached hereto or |
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| December 6, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 21)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2024 |
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| December 5, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 20)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 2024 |
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| December 3, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 19)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2024 |
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| December 2, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 27, 2024 |
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| November 27, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 26, 2024 |
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| November 26, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 16)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 25, 2024 |
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| November 25, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13-ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 202 |
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| November 21, 2024 |
TZUP / Thumzup Media Corporation / Castaldo Gregory - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Thumzup Media Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88604J103 (CUSIP Number) November 20, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 20, 2024 |
TZUP / Thumzup Media Corporation / Reda Joseph - SCHEDULE 13G Passive Investment SC 13G 1 ea022204301-13gredathumzup.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Thumzup Media Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 88604J103 (CUSIP Number) November 20, 2024 (Date of Event Which Requires Filing of this |
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| November 15, 2024 |
Thumzup Board of Directors Approves Bitcoin as Treasury Reserve Asset Exhibit 99.1 Thumzup Board of Directors Approves Bitcoin as Treasury Reserve Asset Los Angeles, CA - November 15, 2024 – Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), a leading provider of innovative social media branding and marketing solutions that allow businesses and brands to pay customers and fans cash through Venmo and PayPal for their posts on social media, announc |
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| November 15, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2024 |
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| November 15, 2024 |
Other Events, Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 15, 2024 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or |
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| November 14, 2024 |
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 Period Ended September 30, 2024 ☐ 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 (Ex |
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| November 12, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 8, 2024 (Date of Event which Requi |
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| November 7, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 2024 |
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| November 4, 2024 |
SC 13G 1 haagsc13g.htm HAMPTON GROWTH RESOURCES - 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.0) Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) Feinstein Law, P.C. 1710 Doe Run Rd. Sequim, WA 98382 (619) 990-7491 attorney@feinsteinlaw |
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| November 4, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2024 |
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| November 1, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2024 |
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| November 1, 2024 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Thumzup Media Corp Announces Closing of Upsized Underwritten Public Offering of Shares of Common Stock Deal size increased by $875,000 from $6,250,000 to $7,125,000 Los Angeles, CA - October 30, 2024 - Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), a leading provider of innovative social media branding and marketing solutions which allow b |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 28, 2024 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 333-255624 85-3651036 (State or |
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| November 1, 2024 |
Form of Stock Option Agreement Exhibit 10.3 THUMZUP MEDIA CORPORATION 2024 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Name of Participant: Date of Grant: Number of Option Shares: Option Price: Type of Option (check one): Incentive Stock Option (ISO) Non-qualified Stock Option (NSO or NQSO) Right to Exercise: As of the Date of Grant, the Option was vested to the extent of of the Option Shares. The balance of the shares shall v |
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| November 1, 2024 |
Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Thumzup Media Corp Lists Shares on Nasdaq and Prices Upsized Public Offering of Shares of Common Stock to $7,125,000 Los Angeles, CA., October 29, 2024 — Thumzup Media Corporation (“Thumzup” or the “Company”) (OTCQB: TZUP) (Nasdaq: TZUP), a leading provider of innovative social media branding and marketing solutions which allow businesses and brands to pay cu |
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| October 30, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 2024 ( |
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| October 29, 2024 |
Thumzup Media Corporation Up to 1,425,000 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-279828 Thumzup Media Corporation Up to 1,425,000 Shares of Common Stock This is the public offering of 1,425,000 shares of common stock, $0.001 par value per share of Thumzup Media Corporation, a Nevada corporation (the “Company”). We are offering 1,425,000 shares of common stock. Prior to this offering, our shares have been quoted o |
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| October 28, 2024 |
Description of Registrant’s Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Thumzup Media Corporation (Exact name of registrant as specified in its charter) Nevada 85-3651036 (State or incorporation or organization) (I.R.S. Employer Identification No.) 11854 W. Olympic Blv |
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| October 24, 2024 |
DAWSON JAMES SECURITIES INC. 101 North Federal Highway Suite 600 Boca Raton, Fl 33432 October 24, 2024 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Attn: Mr. Uwem Bassey RE: Thumzup Media Corporation (the “Company”) Registration Statement on Form S-1 (File No. 333-279828) (the “Registration Stateme |
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| October 24, 2024 |
Thumzup Media Corporation 11854 W. Olympic Blvd, Ste 1100W #13 Los Angeles, CA 90064 Tel: (800) 403-6150 October 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attention: Uwem Bassey Re: Thumzup Media Corporation Registration Statement on Form S-1 File No. 333-279828 Ladies and Gent |
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| October 9, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| October 9, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 2024 (Date of Event which Require |
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| October 9, 2024 |
Exhibit 10.15 Bridge Loan $80,000 Wellington, FL September 24th, 2024 FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 711 S Carson Street, Suite 4, Carson City, NV 89701, hereby promises to pay and guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery address at 3 |
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| October 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) THUMZUP MEDIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| September 20, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 2024 (Date of Event which Requ |
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| September 4, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 2024 (Date of Event which Requi |
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| September 3, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2024 (Date of Event which Require |
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| August 26, 2024 |
Exhibit 10.14 Bridge Loan $60,000 Wellington, FL August 26, 2024 FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 11845 W. Olympic Blvd., Ste 1100W #13, Los Angeles, CA 90064, hereby promises to pay and guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery address |
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| August 26, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| August 15, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 2024 (Date of Event which Require |
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| August 12, 2024 |
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 Period Ended June 30, 2024 ☐ 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: 333-255624 Thumzup Media Corporation (Exact |
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| August 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) THUMZUP MEDIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| August 12, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2024 (Date of Event which Requires |
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| August 12, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| July 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) THUMZUP MEDIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| July 30, 2024 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2024 DAWSON JAMES SECURITIES, INC. 101 N. Federal Highway Suite 600 Newport Beach, CA 92660 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities Inc. |
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| July 30, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| July 26, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| July 26, 2024 |
Form of Representative Warrant Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024, WHICH IS THE C |
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| July 11, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid 0. |
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| July 11, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| July 11, 2024 |
July 11, 2024 Mr. Uwem Bassey Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: THUMZUP MEDIA CORPORATION Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-279828 Dear Mr. Bassey: This letter is being furnished in response to the comment(s) of the staff (the “Staff”) of the Division of Corporation |
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| July 11, 2024 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2024 DAWSON JAMES SECURITIES, INC. 101 N. Federal Highway Suite 600 Newport Beach, CA 92660 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities Inc. |
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| July 11, 2024 |
Amendment No. 1 to 2024 Equity Incentive Plan Exhibit 10.13 AMENDMENT NO. 1 TO THE THUMZUP MEDIA CORPORATION 2024 EQUITY INCENTIVE PLAN This Amendment No. 1 to the Thumzup Media Corporation 2024 Incentive Plan (the “Plan”) of Thumzup Media Corporation, a Nevada corporation (the “Corporation”), is effective as of July 5, 2024. WHEREAS, the Board of Directors of the Corporation have approved the Amendment No. 1 to the Plan as set forth below. N |
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| June 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid 0. |
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| June 20, 2024 |
Consent of Paul Dickman to be named as director nominee. Exhibit 99.7 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Thumzup Media Corporation, a Nevada corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File No. 333-279828) |
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| June 20, 2024 |
Consent of Isaac Dietrich to be named as director nominee. Exhibit 99.8 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Thumzup Media Corporation, a Nevada corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File No. 333-279828) |
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| June 20, 2024 |
Exhibit 3.3 BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS 1.1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other busin |
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| June 20, 2024 |
Registration No. 333-279828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Clas |
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| June 20, 2024 |
Consent of Joanna Massey to be named as director nominee. Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Thumzup Media Corporation, a Nevada corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File No. 333-279828) |
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| June 20, 2024 |
Exhibit 10.12 Thumzup Media Corporation 2024 Equity Incentive Plan 1. Purpose Thumzup Media Corporation 2024 Equity Incentive Plan is intended to promote the best interests of Thumzup Media Corporation and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contr |
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| June 20, 2024 |
June [], 2024 Mr. Uwem Bassey Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: THUMZUP MEDIA CORPORATION Registration Statement on Form S-1 Filed May 30, 2024 File No. 333-279828 Dear Mr. Bassey: This letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Fin |
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| May 30, 2024 |
Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 Exhibit 10.11 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of May 30, 2024 (the “Effective Date”), by and between Isaac Dietrich, an individual (the “Executive”), and Thumzup Media Corporation, a Nevada corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Exec |
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| May 30, 2024 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) I |
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| May 30, 2024 |
Compensation Committee Charter Exhibit 99.2 Compensation Committee Charter of Thumzup Media Corporation Adopted: May 29, 2024 Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”) shall assist the Board in the discharge of its responsibilities with respect to the compensation of the directors and the executive officers of the Company. Compositio |
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| May 30, 2024 |
Exhibit 99.1 Audit Committee Charter of Thumzup Media Corporation Adopted: May 29, 2024 1. PURPOSE The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: the financial reports and other financial information provided by the Corporation to any governmental body or the public; the Corporation’s systems of internal co |
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| May 30, 2024 |
Exhibit 14.1 CODE OF CONDUCT AND ETHICS FOR THE DIRECTORS, OFFICERS AND EMPLOYEES OF THUMZUP MEDIA CORPORATION Purpose The Board of Directors (the “Board”) of Thumzup Media Corporation, a Nevada corporation (the “Company”), has approved the following Code of Conduct and Ethics (the “Code”) to apply to all the directors, officers and employees of the Company (the “Officeholders”). The Code is inten |
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| May 30, 2024 |
Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 Exhibit 10.10 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of May 30, 2024 (the “Effective Date”), by and between Robert Steele, an individual (the “Executive”), and Thumzup Media Corporation, a Nevada corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Execu |
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| May 30, 2024 |
Exhibit 3.3 BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS 1.1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other busin |
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| May 30, 2024 |
Exhibit 99.5 THUMZUP MEDIA CORPORATION WHISTLEBLOWER PROTECTION POLICY Introduction The organization will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistleblower who believes he/she is bein |
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| May 30, 2024 |
Nominating And Corporate Governance Committee Charter Exhibit 99.3 Nomination and Corporate Governance Committee Charter of Thumzup Media Corporation Adopted: May 29, 2024 Role The Nominating and Corporate Governance Committee’s (the “Committee”) role is to determine the slate of director nominees for election to Thumzup Media Corporation’s (“the Company”) Board of Directors, to identify and recommend candidates to fill vacancies occurring between an |
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| May 30, 2024 |
Exhibit 99.4 THUMZUP MEDIA CORPORATION COMPENSATION RECOVERY POLICY Effective May 29, 2024 In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, the listing rule of the Cboe Exchange, Inc. (the “Exchange”) where the securities of Thumzup Media Corporation (the “Company”) are listed, the Company’s Board of Directors (the “Bo |
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| May 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid 0. |
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| May 14, 2024 |
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 March 31, 2024 ☐ 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: 333-255624 Thumzup Media Corporat |
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| May 14, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between Thumzup Media Corporation, a Nevada corporation ("Company"), and , (the “Buyer”). WHEREAS: A. The Company is an early-stage company with an unproven business plan to build an influencer community around a proprietary mobile app that will generate |
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| May 8, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 2024 (Date of Event which Requires Fi |
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| March 20, 2024 |
EXHIBIT 10.8 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of June 1, 2023, by and between Thumzup Media Corporation (the “Company”), and Robert Steele (the “Employee”, and together with the Company, the “Parties”, and each, a “Party”). R E C I T A L S WHEREAS, the Parties entered into that certain Employment Agreeme |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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: 333-255624 Thumzup™ Media Corporati |
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| March 20, 2024 |
Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES B PREFERRED CONVERTIBLE VOTING STOCK OF THUMZUP MEDIA CORPORATION I, Robert Steele, hereby certify that I am the Chief Executive Officer of Thumzup Media Corporation (the“Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and |
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| March 20, 2024 |
EXHIBIT 10.9 PROMISSORY NOTE $30,000 Wellington, FL December 4, 2023 FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 711 S Carson Street, Suite 4, Carson City, NV 89701, hereby promises to pay and personally guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery ad |
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| January 24, 2024 |
TZUP / Thumzup Media Corporation / THOMAS JOE D Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 2024 ( |
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| December 22, 2023 |
THUMZUP MEDIA CORPORATION EXPLANATORY NOTE SUPPLEMENT No. 2 DATED December 22, 2023 (To Offering dated January 9, 2023) Rule 253(g)(2) File No. 024-12067 THUMZUP MEDIA CORPORATION EXPLANATORY NOTE This document supplements, and should be read in conjunction with, the Offering Circular dated December 23, 2022 (the “Offering Circular”) of Thumzup Media Corporation (the “Company”). The offering statement was qualified by the U.S. Securities a |
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| November 13, 2023 |
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, 2023 ☐ 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: 333-255624 Thumzup Media Corp |
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| August 21, 2023 |
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 June 30, 2023 ☐ 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: 333-255624 Thumzup Media Corporati |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 333-255624 Thum |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ 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: 333-255624 Th |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 9, 2023 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 333-255624 85-3651036 (State or O |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| July 13, 2023 |
SUPPLEMENT No. 1 DATED July 13, 2023 (To Offering dated November 17, 2022) Rule 253(g)(2) File No. 024-12067 THUMZUP MEDIA CORPORATION 2,000,000 Shares of Common Stock, plus up to 400,000 shares issuable a Bonus Shares (the “Bonus Shares”) This offering supplement (“Supplement”) modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain Offe |
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| May 25, 2023 |
May 25, 2023 Ms. Laura Veator Senior Staff Accountant Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: THUMZUP MEDIA Corp Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 File No. 333-255624 Dear Ms. Veator: This letter is being furnished in response to the comments of the staff (the “Staf |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 333-255624 Thumz |
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| May 15, 2023 |
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 March 31, 2023 ☐ 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: 333-255624 Thumzup Media Corporat |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 333-255624 Thumzup™ Media Corporati |
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| January 5, 2023 |
CORRESP 1 filename1.htm VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 January 5, 2023 Re: Thumzup Media Corp. Offering Statement on Form 1-A (as amended) File No. 024-12067 To Whom It May Concern: On behalf of Thumzup Media Corp. (the “Company”), I hereby request qualification of the above-referenced amended offering state |
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| January 4, 2023 |
TZUP / Thumzup Media Corp / THOMAS JOE D Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 2023 (Date of Event which Requires F |
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| December 23, 2022 |
Exhibit 12 December 23, 2022 Thumzup Media Corporation 11845 W. Olympic Blvd., Ste 1100W #13 Los Angeles, CA Re: Ladies and Gentlemen: We have acted as special counsel to Thumzup Media Corporation, a Nevada corporation (the “Company”), in connection with the filing of an Offering Statement on Form 1-A (the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated |
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| December 23, 2022 |
Offering Circular THUMZUP MEDIA CORPORATION A Nevada Corporation December 23, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. |
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| December 16, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use of our report dated March 17, 2022, on the financial statements of Thumzup Media Corporation as of December 31, 2021, and 2020, and for the year ended December 31, 2021 and for the period October 27, 2020 (date of inception) through December 31, 2020, included herein on the Regulation A Offering Circ |
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| December 16, 2022 |
Offering Circular THUMZUP MEDIA CORPORATION A Nevada Corporation December 16, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. |
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| December 16, 2022 |
Division of Corporation Finance CORRESP 1 filename1.htm December 16, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Austin Pattan, Staff Attorney Joshua Shainess, Legal Branch Chief RE: THUMZUP MEDIA Corp Offering Statement on Form 1-A Filed November 17, 2022 File No. 024-12067 To the Division of Corporation Finance: This letter is submitted on behalf of T |
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| December 9, 2022 |
Offering Circular THUMZUP MEDIA CORPORATION A Nevada Corporation December 9, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. |
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| December 9, 2022 |
EXHIBIT 10.5 ESCROW AGREEMENT This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following: (i) the issuer set forth on the signature page hereto (“Issuer”); and (ii) the broker-dealer for Issuer’s offering set forth on the signature page hereto (“Manager”); and (iii) the operator of an onli |
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| December 9, 2022 |
THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENT EXHIBIT 4.1 THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN |
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| December 9, 2022 |
Division of Corporation Finance CORRESP 1 filename1.htm December 9, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Austin Pattan, Staff Attorney Joshua Shainess, Legal Branch Chief RE: THUMZUP MEDIA Corp Offering Statement on Form 1-A Filed November 17, 2022 File No. 024-12067 To the Division of Corporation Finance: This letter is submitted on behalf of TH |
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| December 9, 2022 |
Employment Agreement by and between the Company and Robert Steele dated October 18, 2022 Exhibit 10.6 employment agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of the date below and effective October 1, 2022 (the “Effective Date”), by and between Thumzup Media Corporation (the “Company”) and Robert Steele (the “Executive”). R E C I T A L S WHEREAS, the Company desires to employ Executive in the capacity hereinafter stated, and Executive desires to ent |
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| December 9, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use of our report dated March 17, 2022, on the financial statements of Thumzup Media Corporation as of December 31, 2021, and 2020, and for the year ended December 31, 2021 and for the period October 27, 2020 (date of inception) through December 31, 2020, included herein on the Regulation A Offering Circ |
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| December 9, 2022 |
Certificate of Amendment to the Articles of Incorporation filed November 4, 2022 Exhibit 3.2 |
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| December 9, 2022 |
Exhibit 3.3 BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS 1.1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other busin |
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| November 17, 2022 |
Exhibit 3.2 |
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| November 17, 2022 |
Offering Circular THUMZUP MEDIA CORPORATION A Nevada Corporation November __, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. |
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| November 17, 2022 |
Exhibit 10.6 employment agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of the date below and effective October 1, 2022 (the “Effective Date”), by and between Thumzup Media Corporation (the “Company”) and Robert Steele (the “Executive”). R E C I T A L S WHEREAS, the Company desires to employ Executive in the capacity hereinafter stated, and Executive desires to ent |
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| November 17, 2022 |
EXHIBIT 10.5 ESCROW AGREEMENT This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following: (i) the issuer set forth on the signature page hereto (“Issuer”); and (ii) the broker-dealer for Issuer’s offering set forth on the signature page hereto (“Manager”); and (iii) the operator of an onli |
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| November 17, 2022 |
BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS Exhibit 3.3 BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS 1.1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other busin |
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| November 17, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use of our report dated March 17, 2022, on the financial statements of Thumzup Media Corporation as of December 31, 2021, and 2020, and for the year ended December 31, 2021 and for the period October 27, 2020 (date of inception) through December 31, 2020, included herein on the Regulation A Offering Circ |
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| November 14, 2022 |
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, 2022 ☐ 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: 333-255624 Thumzup Media Corp |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 31, 2022 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 333-255624 85-3651036 (State or |
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| November 4, 2022 |
EX-3.1 2 sfstzup8k110422ex31.htm Exhibit 3.1 |
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| October 11, 2022 |
TZUP / Thumzup Media Corp / THOMAS JOE D Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thumzup Media Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88604J103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2022 (Date |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 21, 2022 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 333-255624 85-3651036 (State |
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| September 27, 2022 |
EX-3.1 2 sfstzup8k092722ex31.htm Exhibit 3.1 |
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| September 27, 2022 |
Form of Securities Purchase Agreement EX-10.1 3 sfstzup8k092722ex101.htm Exhibit 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between Thumzup Media Corporation, a Nevada corporation ("Company"), and , (the “Buyer”). WHEREAS: A. The Company is an early-stage company with an unproven business plan to build an influencer community around a propri |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 [ ] 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: 333-255624 Thumzup Media Corpo |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 1, 2022 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 333-255624 85-3651036 (State or Oth |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 [ ] 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: 333-255624 Thumzup Media Corp |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ 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: 333-255624 Thumzup™ Media Corporati |
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| March 17, 2022 |
Form of Stock Purchase Agreement EX-10.1 6 sfs030122tmc10kex101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered as of December, 2021 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” and collectively, the “Buyers”). Company and |
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| March 17, 2022 |
Form of Common Stock Financing Term Sheet EX-10.2 7 sfs030122tmc10kex102.htm Exhibit 10.2 DRAFT FOR DISCUSSION This Term Sheet states the general terms and conditions of Thumzup Media Corporation (the “Company”), regarding certain material conditions and assumptions of a proposed private offering (the “Offering”) by the Company to certain accredited investors (the “Investors”). This Term Sheet is not a binding legal document, nor does it |
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| March 17, 2022 |
Form of Registration Rights Agreement EX-10.3 8 sfs030122tmc10kex103.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of December, 2021 by and among Thumzup Media Corporation, a Nevada corporation (the “Company”), and the “Buyers” named in that certain Securities Purchase Agreement by and among the Company and the B |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 [ ] 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: 333-255624 Thumzup Media |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 [ ] 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: 333-255624 Thumzup Media Corpo |
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| July 12, 2021 |
PROSPECTUS Thumzup Media Corporation 2,765,438 shares of Common Stock 424B1 1 f2s424b1070821.htm Filed Pursuant to Rule 424(b)(1) Registration No. 333-255624 PROSPECTUS Thumzup Media Corporation 2,765,438 shares of Common Stock This prospectus relates to the registration of the resale of up to 2,765,438 shares of our common stock by our shareholders identified in this prospectus (“Selling Shareholders”). Of this share amount 2,010,938 shares of common stock are issu |
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| June 30, 2021 |
CORRESP 1 filename1.htm June 30, 2021 VIA EDGAR Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 Re: ThumzUp Media Corporation Registration Statement on Form S-1 Filed: April 29, 2021 File No. 333-255624 Acceleration Request Requested Date: July 2, 2021 Requested Time: 4:00 PM Eastern Time Dear Sir or Madam: Ladies a |
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| June 23, 2021 |
[Thumzup Letterhead] June 23, 2021 CORRESP 1 filename1.htm [Thumzup Letterhead] June 23, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 Re: ThumzUp MediaCorporation Amendment No. 1 to Registration Statement on Form S-1 Filed June 10, 2021 File No. 333-255624 Dear Sir or Madam: By this letter we are responding to your letter dated June 21, 2021 addres |
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| June 23, 2021 |
S-1/A 1 f2sthmzs1a062321.htm Registration No. 333-255624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorpora |
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| June 10, 2021 |
Form of Common Stock Certificate Exhibit 4.1 |
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| June 10, 2021 |
S-1/A 1 f2sthmzs1a060821.htm Registration No. 333 -255624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorpor |
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| June 10, 2021 |
CORRESP 1 filename1.htm June 10, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Washington, D.C. 20549 Re: ThumzUp Media Corporation Registration Statement on Form S-1 Filed April 29, 2021 File No. 333-255624 Dear Sir or Madam: By this letter we are responding to your letter dated May 25, 2021 addressed to Robert Steele, Chief Executive O |
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| April 29, 2021 |
Form of Registration Rights Agreements EX-10.3 6 f2sthmzs1041921ex103.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of November 2020 by and among Thumzup Media Corporation, a Nevada corporation (the “Company”), and the “Buyers” named in that certain Note Purchase and Security Agreement by and among the Com |
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| April 29, 2021 |
BYLAWS OF THUMZUP MEDIA CORPORATION, a Nevada corporation ARTICLE 1. SHAREHOLDERS 1.1. Annual Meeting. An annual meeting of the shareholders of the corporation shall be held at 1:00 o’clock in the afternoon on the first Monday of October in each year, commencing after the first anniversary of incorporation, but if such date is a legal holiday, then on the next succeeding business day, for the purp |
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| April 29, 2021 |
Exhibit 10.4 FORM OF STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT is dated as of November , 2020 (this “Pledge Agreement”) and is executed by Robert Steele and Danny Lupinelli (each a “Pledgor” and collectively, the “Pledgors”), in favor of the persons listed on Exhibit A attached to this Agreement whose signatures appear below (each a “Lender” and together the “Lenders”). RECITALS WHEREAS, |
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| April 29, 2021 |
Form of Note Purchase and Security Agreement Exhibit 10.1 FORM OF NOTE PURCHASE and security AGREEMENT THIS NOTE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is made and entered as of November [ ], 2020 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Borrower” or “Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” or “Holder” and collectively, the “Buye |
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| April 29, 2021 |
Form of Senior Secured Convertible Promissory Note Exhibit 10.2 FORM OF CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| April 29, 2021 |
Power of Attorney (included on the signature page) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Thumzup Media Corporation (Exact name of Registrant as specified in its charter) Nevada 511210 85-3651036 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) I |
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| April 29, 2021 |
EX-3.1 2 f2sthmzs1041921ex31.htm Exhibit 3.1 |
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| April 29, 2021 |
Form of Securities Purchase Agreement Exhibit 10.5 FORM OF SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered as of February , 2021 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” and collectively, the “Buyers”). Company and Buyers may be referred to |
