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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 15, 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 Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
10557
Jefferson Blvd, Los Angeles, CA 90232
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 403-6150
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
TZUP |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events
On
September 15, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”)
unanimously approved the extension of the open trading window pursuant to which the Company may repurchase shares of its common stock,
par value $0.001 per share, on the open market to September 30, 2025. Additionally, the Board has unanimously approved the extension
of any future open trading windows through the last day of the end of each fiscal quarter if the Company elects to extend such window.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
September 19, 2025 |
THUMZUP
MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/
Robert Steele |
| |
Name: |
Robert
Steele |
| |
Title: |
Chief
Executive Officer (Principal Executive Officer) |
