[8-K] Thumzup Media Corporation Reports Material Event

Rhea-AI Filing Summary

Vivakor (VIVK) filed an 8-K disclosing a series of debt restructurings and new borrowings with existing lender J.J. Astor & Co.

• Forbearance & Amendment (7/9/25): Lender agreed to forbear existing defaults, advance up to an additional $4.4 M, and extend the resale registration deadline to 7/18/25. Outstanding principal on the March 2025 junior secured convertible note was reset to $6.77 M (110% of $6.15 M) and a $615k fee plus $291k accrued interest become cash-payable by 1/7/26.
• Additional Junior Secured Convertible Note: Face value $5.94 M, but after a $1.54 M original issue discount, $176k origination fee, $20k legal fees, and $3.23 M holdbacks, net cash received on 7/15/25 was only $0.97 M. The note amortises over 40 weekly $148.5k instalments, payable in cash or registered shares at a 20% discount; default converts at a 50% discount. A junior lien on all assets secures both notes. Company reserved 15 M shares and issued 150k commitment shares.
• Unregistered Equity: Commitment shares and note were issued under Section 4(a)(2) with Rule 144 legends.

Implications: The transactions provide near-term liquidity and forestall default but at significant cost—high fees, steep OID, aggressive share-settlement terms, and further dilution risk.

Insights

Debt Capital Markets Analyst

TL;DR: Liquidity obtained, but structure is highly dilutive and signals distress; credit risk rises.

Vivakor avoided immediate default by amending its March note and layering on a new $5.94 M junior secured convertible. However, only $0.97 M of fresh cash reaches the company; the rest refinances arrears and prefunds instalments. The 110% principal reset, 40-week cash/share amortisation, 20–50% conversion discounts, and junior lien all point to leverage on onerous terms. Upcoming $906k fee and interest due 1/7/26 further pressure liquidity. Equity holders face potentially 15 M new shares plus commitment shares, implying ~38% dilution versus 39 M shares outstanding at last filing. Overall credit quality weakens and the deal is value-destructive for common shareholders.

Small-Cap Equity Analyst

TL;DR: Stop-gap financing buys time but heavy dilution likely drags equity value.

The company secured roughly one month of operating cash at the cost of a 26% OID, sizable fees, and deeply discounted conversion mechanics. Extending the registration deadline helps execution but signals a strained capital markets process. Repricing the old note to 110% of principal and tacking on fees suggests limited bargaining power. Unless operating cash flow improves quickly, weekly $148.5k payments or forced share issuance could accelerate dilution and price pressure.

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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): July 16, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

Nevada		001-42388		85-3651036
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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

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: None

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”), upon the recommendation and approval of the Compensation Committee of the Board, approved an immediate, one-time bonus of $10,000 to Isaac Dietrich, Chief Financial Officer of the Company, for his exemplary performance to the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On July 16, 2025, the Board approved an amendment (the “Amendment”) to its Amended and Restated Bylaws (the “Bylaws”). Pursuant to the Amendment, Section 2.5 of Article II of the Bylaws was amended to provide that except as limited by the Company’s Articles of Incorporation (as amended, the “Articles of Incorporation”) or by law, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity with the Bylaws, and only by the affirmative vote of the holders of two-thirds of the voting power of all the shares entitled to vote at such meeting.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Withdrawal of Designation of Series B Convertible Preferred Stock

On July 18, 2025, the Company filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of its Series B Preferred Convertible Voting Stock, par value $0.001 per share (the “Preferred Stock”). At the time of the filing of the Withdrawal of Designation, there were no shares of Preferred Stock issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.

The foregoing description of the Withdrawal of Designation is qualified in its entirety by reference to the full text of the form of the Withdrawal of Designation, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Amended and Restated Bylaws of Thumzup Media Corporation
3.2		Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 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: July 21, 2025	THUMZUP MEDIA CORPORATION
	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer (Principal Executive Officer)

FAQ

How much cash did Vivakor (VIVK) actually receive from the new $5.94 M note?

The company received $971,025.65 in net proceeds after discounts, fees and holdbacks.

What is the conversion discount on Vivakor's new junior secured notes?

Regular conversions occur at a 20% discount; if in default, the discount deepens to 50% off the reference price.

When are the large fee and past-due interest payments due?

Both the $615,178.30 fee and $291,367.35 accrued interest must be paid in cash by January 7, 2026.

How many shares could be issued under the Additional Note?

Vivakor reserved 15,000,000 shares for conversions and issued 150,000 commitment shares upfront.

Does the financing note carry interest?

The note is non-interest-bearing unless Vivakor defaults, at which point default interest applies.