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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 4, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 4, 2025, Robert Haag informed Thumzup Media Corporation (the “Company”)
that he resigned from the Company’s Board of Directors (the “Board”) as well
as the Company’s audit committee, compensation committee and nominating and corporate governance committee effective as of October
4, 2025. Mr. Haag’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s
operations, policies or practices, the Company’s management or the Board.
As
a result of Mr. Haag’s resignation, on October 8, 2025, the Company informed The Nasdaq Stock Market, LLC (“Nasdaq”)
that it was not in compliance with the Nasdaq Listing Rule 5605(c), and, on October 9, 2025, the Company was notified by Nasdaq of
its non-compliance. Nasdaq Listing Rule 5605(c) requires, among other things, that the Company have an audit committee that has
at least three members, each of whom must (i) be an Independent Director (as defined in Nasdaq Listing Rule 5605(a)(2)), (ii) meet the
criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated
in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three
years, and (iv) be able to read and understand fundamental financial statements.
In
accordance with Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, which cure period will
expire at the earlier of its next annual meeting of stockholders or October 5, 2026. The Company intends to appoint an additional
independent director to its audit committee prior to the end of the cure period.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Reference
is made to the disclosure regarding Mr. Haag’s resignation set forth in Item 3.01 of this Current Report on Form 8-K, which disclosure
is incorporated by reference into this Item 5.02.
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 9, 2025 |
THUMZUP
MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/
Robert Steele |
| |
Name: |
Robert
Steele |
| |
Title: |
Chief
Executive Officer |
