Thumzup director exits; Nasdaq audit committee issue

Thumzup Media Corporation disclosed that director Robert Haag resigned from its Board and from all Board committees effective October 4, 2025.

Rhea-AI Filing Summary

Thumzup Media Corporation disclosed that director Robert Haag resigned from its Board and from all Board committees effective October 4, 2025. The company states his departure was not due to any disagreement with its operations, policies, management, or Board. His resignation left the audit committee with fewer than the three members required under Nasdaq Listing Rule 5605(c), so Thumzup notified Nasdaq on October 8, 2025, and received formal notice of non-compliance on October 9, 2025. Under Nasdaq Listing Rule 5605(c)(4), Thumzup has a cure period lasting until the earlier of its next annual stockholder meeting or October 5, 2026. The company states that it intends to appoint an additional independent director to its audit committee before the cure period ends.

Positive

• None.

Negative

• Nasdaq audit committee non-compliance: Haag’s resignation leaves Thumzup below Nasdaq Listing Rule 5605(c) requirements, creating a listing deficiency that must be cured by the earlier of its next annual meeting or October 5, 2026.

Insights

Corporate governance and listing standards analyst

Director exit triggers Nasdaq audit-committee deficiency with a defined cure window.

The resignation of Robert Haag from the Board and all committees removes one of the independent members of Thumzup Media Corporation’s audit committee. As a result, the committee no longer meets Nasdaq Listing Rule 5605(c), which requires at least three independent members who satisfy specific independence and financial literacy criteria.

Nasdaq has formally notified the company of this deficiency, but Listing Rule 5605(c)(4) grants a cure period until the earlier of the next annual stockholder meeting or October 5, 2026. During this time, Thumzup remains listed while it works to restore compliance. The company indicates it intends to appoint an additional independent director to the audit committee before the cure period expires, so the practical impact will depend on how quickly that appointment is made and how long the deficiency persists.

8-K Event Classification

2 items: 3.01, 5.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

Why did Thumzup Media (TZUP) director Robert Haag resign?

Thumzup Media reports that Robert Haag resigned from its Board and from the audit, compensation, and nominating and corporate governance committees effective October 4, 2025. The company states his resignation was not due to any disagreement with its operations, policies, practices, management, or Board.

How did Robert Haag’s resignation affect Thumzup Media’s Nasdaq compliance?

Haag’s departure left Thumzup’s audit committee with fewer than the three members required by Nasdaq Listing Rule 5605(c). The company notified Nasdaq on October 8, 2025, and received a notice of non-compliance on October 9, 2025.

What cure period does Thumzup Media (TZUP) have to fix its Nasdaq audit committee deficiency?

Under Nasdaq Listing Rule 5605(c)(4), Thumzup has a cure period that expires at the earlier of its next annual meeting of stockholders or October 5, 2026 to regain audit committee compliance.

What is Thumzup Media’s plan to regain Nasdaq audit committee compliance?

Thumzup states that it intends to appoint an additional independent director to its audit committee before the end of the cure period to restore compliance with Nasdaq Listing Rule 5605(c).

Did Thumzup Media report any disagreement or dispute related to the director resignation?

No. The company specifically notes that Robert Haag’s resignation was not the result of any disagreement with Thumzup, its operations, policies or practices, management, or Board.

Which Nasdaq rule is Thumzup Media currently not in compliance with?

Thumzup Media is not in compliance with Nasdaq Listing Rule 5605(c), which requires an audit committee with at least three independent members who meet specified independence and financial statement literacy standards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 05:20 PM Learn about SEC filing dates

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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.

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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

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