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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 12, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 12, 2025, the Board of Directors (the “Board”) of Thumzup
Media Corporation (the “Company”) appointed Christopher Ensey as a member of the Board
effective as of October 14, 2025, to fill the vacancy created by the resignation of Robert Haag. The Board also appointed Mr. Ensey as
a member of the audit committee of the Board.
Mr.
Ensey, age 46, served as a senior technology and cybersecurity executive across multiple leading organizations from 2019 to 2024.
Since 2023, Mr. Ensey has served as Chief Executive Officer of Alignment Engine, where he leads initiatives in AI/HPC datacenter
design and GPU interconnect hardware, guiding company strategy, fundraising, and market positioning. Prior to this, as Founding Partner
and Chief Technology Officer of Gulp Data from 2021 to 2023, Mr. Ensey developed and scaled an AI-driven data valuation platform,
establishing robust enterprise partnerships and overseeing engineering. Mr. Ensey also served as Chief Technical Advisor to Gryphon
Digital Mining (now American Bitcoin Mining Corp.) (NASDAQ: ABTC) from June 2021 to January 2024. From 2020 to 2021, he served as Chief
Technology Officer at eMed, launching an FDA-authorized digital health platform that rapidly scaled to serve millions of users and resulted
in six issued patents. As Chief Technology Officer of BlueVoyant between 2019 and 2020, Mr. Ensey managed global cybersecurity operations,
directed a $45 million budget, and successfully reduced annual cloud expenditures. Mr. Ensey also served as Chief Operating Officer of
Riot Blockchain, Inc. (now Riot Platforms, Inc.) (NASDAQ: RIOT) from January 2018 to September 2018, and as Interim Chief Executive Officer
from September 2018 to February 2019. Mr. Ensey’s educational background includes degrees and certifications relevant to technology
leadership and cybersecurity. Mr. Ensey is qualified to serve on the Board based on his extensive leadership and expertise in technology
and cybersecurity.
Except
for the grant of 150,000 shares of the Company’s restricted common stock to Mr. Ensey pursuant to the Company’s 2025
Equity Incentive Plan, the vesting of which is subject to closing of the acquisition by the Company of Dogehash Technologies, Inc. pursuant
to that certain Agreement and Plan of Merger dated as of August 18, 2025 by and among the Company, TZUP Merger Sub, Inc., a wholly-owned
subsidiary of the Company, and Dogehash, there are no arrangements or understandings between Mr.
Ensey and any other persons pursuant to which Mr. Ensey was selected as a director. In addition, there are no related party transactions
involving Mr. Ensey that are reportable under Item 404(a) of Regulation S-K.
Item
8.01 Other Events
On
October 13, 2025, the Company issued a press release announcing the appointment of Christopher
Ensey as a member of the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated
herein by reference.
As
previously disclosed, 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) as a result of Mr. Haag’s resignation from the Company’s
Board and its committees and, on October 9, 2025, the Company was notified by Nasdaq of its non-compliance. As a result of Mr.
Ensey’s appointment to the Board and the audit committee of the Board, the Company currently
has an audit committee composed of three independent directors as required by Nasdaq Listing Rule 5605(c).
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated October 13, 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: October 14, 2025 |
THUMZUP MEDIA
CORPORATION |
| |
|
|
| |
By: |
/s/ Robert
Steele |
| |
Name: |
Robert Steele |
| |
Title: |
Chief Executive Officer |
