false
0001853825
0001853825
2025-09-23
2025-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 23, 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
7.01 Regulation FD Disclosure
On
September 24, 2025, Thumzup Media Corporation (the “Company”) issued a press release with respect to, among other
things, its share repurchase program. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein
by reference.
Item
8.01. Other Events.
Share
Repurchase Program
On
September 23, 2025, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase
up to $10 million of its shares of common stock through December 31, 2026.
This
share repurchase program replaces and supersedes the share repurchase program approved by the Company’s Board of Directors on February
26, 2025, which had authorized the Company to repurchase up to $1 million of its shares of common stock. On September 19, 2025, the Company
fully filled its existing $1 million share repurchase authorization. From March 18 to September 19, 2025, the Company repurchased an
aggregate of 212,432 shares of common stock for approximately $1 million at a weighted average of $4.71 per share.
Under
the new share repurchase program, shares of the Company’s common stock may be repurchased by the Company from time to time in open
market transactions as permitted under applicable rules and regulations. The extent to which the Company repurchases its shares and the
timing of such repurchases will depend on market conditions, cash reserves, cash flows and the balancing of uses of cash for operations,
growth and other considerations as may be considered in the Company’s sole discretion. The share repurchase program does not obligate
the Company to repurchase any specific number of shares and may be modified, suspended or discontinued at any time without notice.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 99.1 |
|
Press
Release dated September 24, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 25, 2025 |
THUMZUP
MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/
Robert Steele |
| |
Name: |
Robert
Steele |
| |
Title: |
Chief
Executive Officer |
