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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): October 27, 2025
THUMZUP
MEDIA CORPORATION
(Exact
name of registrant as specified in its charter)
| 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)) |
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.
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, $0.001 par
value |
|
TZUP |
|
The Nasdaq Stock Market
LLC |
Item
8.01 Other Events
Thumzup
Media Corporation (the “Company”) has prepared presentation materials (the “Presentation Materials”) that management
intends to use from time to time on and after October 27, 2025, in presentations about the Company’s operations and performance.
The Presentation Materials are filed as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in the Presentation Materials is summary information that should be considered within the context of the Company’s
filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company may make
by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K.
While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing
after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Presentation Materials |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
Additional
Information About the Acquisition and Where To Find It
The
Company has filed a preliminary proxy statement with the SEC in connection with the proposed acquisition (the “Acquisition”)
of Dogehash Technologies, Inc. (“Dogehash”) and plans to submit and mail a definitive proxy statement and other relevant
documents to the Company’s stockholders. The closing of the Acquisition is conditioned upon the Company obtaining the required
stockholder approvals, approval from The Nasdaq Stock Market LLC, and customary closing conditions.
The
Company’s stockholders and other interested persons are advised to read, when available, the definitive proxy statement, and amendments
thereto, and the other relevant documents filed with the SEC in connection with the Company’s solicitation of proxies for its stockholders’
annual meeting to be held to approve, among other things, the Acquisition because the proxy statement will contain important information
about the Company, Dogehash and the transactions contemplated thereby. The definitive proxy statement will be mailed to stockholders
of the Company as of a record date to be established for voting on the transactions. Investors may obtain a free copy of the definitive
proxy statement (if and when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s
website at www.sec.gov. Stockholders of the Company will also be able to obtain copies of the definitive proxy statement, without charge,
once available, at the SEC’s website at www.sec.gov or by directing a request to: Thumzup Media Corporation, 10557-B Jefferson
Blvd., Los Angeles, CA 90232, Attention: Investor Relations.
Participants
in the Solicitation Legend
The
Company, Dogehash, and certain of their respective directors, executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the stockholders of the Company and Dogehash in connection with the proposed
Acquisition. Information about the directors and executive officers of the Company is set forth in its Amendment No. 1 to its Annual
Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 30, 2025. Additional information regarding
the participants in the proxy solicitation, including the Company and Dogehash directors and officers, and a description of their direct
and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement and other relevant materials
filed with the SEC regarding the Acquisition when available. Each of these documents is, or will be, available at the SEC’s website
or by directing a request to Thumzup as described above under “Additional Information About the Acquisition and Where to Find It.”
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: October 27, 2025 |
THUMZUP MEDIA
CORPORATION |
| |
|
|
| |
By: |
/s/ Robert
Steele |
| |
Name: |
Robert Steele |
| |
Title: |
Chief Executive Officer |
