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0001853825
0001853825
2025-06-17
2025-06-17
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) June 17, 2025
Thumzup
Media Corporation
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42388 |
|
85-3651036 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 11845
W. Olympic Blvd., Ste 1100W #13 |
|
|
| Los
Angeles, CA |
|
90064 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 403-6150
N/A
(Former
name or former address, if changed since last report.)
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act: None
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.
Item
5.03. Amendments to Articles of Incorporation.
Certificate
of Designations, Preferences, Rights and Limitations of Series C Convertible Preferred Stock
On
June 17, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation, Preferences, Rights and Limitations
of Series C Convertible Preferred Stock (the “COD”) designating 200,000 shares of Series C, par value $0.001.
Each
share of Series C has a stated value of $60.00. Holders of the Series C shall be entitled to vote on an as-converted basis. The Series
C ranks junior to the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, but ranks senior
to the Company’s Common Stock and any preferred stock issued after the Series C. In the event of a liquidation of the Company,
the holders of Series C shares will share in the distribution of the Company’s net assets on an as-converted basis, subordinate
only to the Series A and Series B shares.
The
Series C conversion price is subject to equitable adjustment in the event of a stock split, reverse split and similar events. The number
of shares of Common Stock into which a holder may convert Series C shares will be limited by a beneficial ownership limitation, which
restricts the number of shares of Common Stock that the holder and its affiliates may beneficially own after a conversion to 4.99% or
9.99% at the option of the holder.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the COD, a copy
of which is filed as Exhibit 3.1 of this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 3.1 |
|
Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| |
Thumzup
Media Corporation |
| |
|
|
| Date:
June 23, 2025 |
By: |
/s/
Robert Steele |
| |
Name:
|
Robert
Steele |
| |
Title:
|
Chief
Executive Officer |
