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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) August 4, 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.) |
| 10557-B Jefferson Blvd, |
|
|
|
Culver City, CA |
|
90232 |
| (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
3.02 Unregistered Sales of Equity Securities.
The
information contained below in Item 5.02 is incorporated by reference into this Item 3.02. The awards were exempt from registration under
Section 4(a)(2) of the Securities Act of 1933.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(e)
On
August 4, 2025, the Compensation Committee of the Board of Directors of Thumzup Media Corporation (the “Company”) granted
restricted common stock to certain directors and an officer of the Company listed in the table below, for services previously rendered
to the Company. The shares of restricted common stock vest as follows: (i) for Mr. Haag, the shares of restricted stock vest on January
1, 2026 and (ii) for all other individuals, the shares of restricted common stock vested immediately. The shares of restricted common
stock are subject to execution of the Company’s standard Restricted Stock Agreement (the “Agreement”).
| Director
/ Officer |
|
Amount
of Restricted Common Stock |
| Robert
Haag |
|
500,000 |
| Paul
Dickman |
|
50,000 |
| Joanna
Massey |
|
50,000 |
| Isaac
Dietrich |
|
50,000 |
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated in its entirety herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Form of Restricted Stock Agreement |
| 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: August 6, 2025 |
By: |
/s/ Robert
Steele |
| |
Name: |
Robert Steele |
| |
Title: |
Chief Executive Officer |
