THUMZUP MEDIA CORPORATION SEC Filings

Thumzup Media Corp (TZUP)50,000 shares of restricted common stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this rescission, the director beneficially owns 20,592 shares of Thumzup Media common stock directly.

Thumzup Media Corp (TZUP) filed a Form 4 disclosing that its Chief Financial Officer and director, Isaac Dietrich, rescinded a prior equity award. On November 14, 2025, the reporting person rescinded the grant of 50,000 shares of restricted stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this adjustment, the insider beneficially owns 26,740 shares of common stock, held directly.

Thumzup Media (TZUP) filed a definitive proxy for its 2025 annual meeting to approve its acquisition of Dogehash Technologies. The deal will be effected via a subsidiary merger and a name change to Dogehash Technologies Holdings, Inc., with an anticipated Nasdaq ticker “XDOG.” Closing is conditioned on stockholder approval, Nasdaq approval, a fairness opinion, and customary conditions.

Key terms: Thumzup will issue 30,700,000 shares of restricted common stock (or Series D preferred with a Beneficial Ownership Limitation) to Doge stockholders. Because this exceeds 19.99% of outstanding shares and results in a change of control, approval is required under Nasdaq Listing Rules 5635(d) and 5635(b). As of the record date, 16,541,342 common shares were outstanding. Post‑closing, former Doge holders are expected to own about 59.2% of common stock and 63.7% of voting power.

Other proposals: approve a 2025 Omnibus Equity Incentive Plan reserving up to 7,000,000 shares; issue 750,000 shares to an advisor per an Advisory Agreement; elect directors; ratify the auditor; and permit meeting adjournment if needed. A $2,000,000 termination fee may apply to certain superior-offer scenarios. Meeting will be held virtually on December 8, 2025.

Thumzup Media Corporation (TZUP) filed Amendment No. 2 to its Annual Report to correct executive compensation disclosures in Item 11. The company, a smaller reporting company, limited revisions to compensation details and added updated Section 302 certifications; no financial statements were included. As of October 30, 2025, common shares outstanding were 16,541,342.

Key updates: CEO Robert Steele received a one-time $50,000 bonus on October 31, 2024 and an option for 500,000 shares at $5.00, vesting 25% on January 1, 2025 with the remainder monthly over 48 months. CFO Isaac Dietrich received a $25,000 bonus and an option for 150,000 shares at $5.00 on the same schedule. Following the uplisting, each executive’s base salary is $168,000, with potential increases tied to sustained net monthly advertising revenue milestones. Directors were granted options effective October 29, 2024: 120,000 (Haag), 120,000 (Massey), and 138,000 (Dickman) at $5.00 with a one‑year cliff. The 2024 Equity Incentive Plan reserves 2,000,000 shares; as of April 15, 2025, 1,223,000 were outstanding at a $5.06 weighted‑average exercise price, with 682,967 shares remaining available.

Thumzup Media Corporation filed an 8-K announcing that management prepared investor presentation materials, which are included as Exhibit 99.1 and may be used on and after October 27, 2025.

The filing also highlights a proposed acquisition of Dogehash Technologies, Inc.. Thumzup has filed a preliminary proxy statement and plans to mail a definitive proxy to stockholders. Closing of the acquisition is conditioned upon required stockholder approvals, approval from The Nasdaq Stock Market LLC, and customary closing conditions.

Investors will be able to access the definitive proxy statement and related materials via SEC.gov when available, with mailing to stockholders of record on a date to be established for voting on the transactions.

Thumzup Media (TZUP) asks stockholders to approve its acquisition of Dogehash Technologies, a move that will change control of the company and shift strategy toward Scrypt crypto mining. The deal contemplates issuing 30,700,000 shares of restricted common stock to Doge holders, which exceeds Nasdaq’s 19.99% threshold, requiring approval under Listing Rules 5635(b) and 5635(d). A new Series D preferred with a 4.99% beneficial ownership limit may be used for holders who would otherwise exceed that cap.

Closing is conditioned on stockholder approval, Nasdaq approval, receipt of a fairness opinion from Eqvista, and customary conditions. After closing, TZUP plans to rename itself Dogehash Technologies Holdings, Inc. and has reserved the ticker XDOG; existing common shares remain outstanding. Leadership would change with Doge’s Parker Scott becoming CEO and Robert Steele transitioning to CFO and director, with at least two Doge-designated directors added and sufficient independent directors to meet Nasdaq rules. The agreement includes a $2,000,000 termination fee tied to certain superior offer outcomes. On October 16, 2025, TZUP’s stock closed at $4.87.

Thumzup Media Corporation (TZUP) filed an amended current report (8-K/A) to add historical financial statements of Dogehash Technologies, Inc. and unaudited pro forma condensed combined financial information related to their previously announced merger. The amendment supplements the prior report about the Agreement and Plan of Merger dated August 19, 2025, under which Thumzup plans to change its name to Dogehash Technologies Holdings, Inc. and merge its Merger Sub into Dogehash.

The filing includes unaudited Dogehash financial statements from inception to June 30, 2025 (Exhibit 99.1) and unaudited pro forma condensed combined financial information for the six-month period ended June 30, 2025 (Exhibit 99.2). No other information from the prior report is amended.

Thumzup Media (TZUP) director reported acquiring 150,000 shares of restricted common stock at $0 on 10/14/2025. The grant was issued under the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc., pursuant to the Agreement and Plan of Merger dated August 18, 2025. Following the reported transaction, the director beneficially owned 150,000 shares, held directly.