THUMZUP MEDIA Corp Enters Material Definitive Agreement
Ticker: DTCX · Form: 8-K · Filed: Sep 30, 2025 · CIK: 1853825
| Field | Detail |
|---|---|
| Company | Thumzup Media CORP (DTCX) |
| Form Type | 8-K |
| Filed Date | Sep 30, 2025 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.001, $2.5 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, 8-k
TL;DR
THUMZUP MEDIA Corp signed a big deal on 9/24, details to come.
AI Summary
On September 24, 2025, THUMZUP MEDIA Corporation entered into a material definitive agreement. The company, incorporated in Nevada with its principal executive offices in Los Angeles, CA, filed this 8-K report on September 30, 2025. Specific details of the agreement are not provided in this excerpt.
Why It Matters
This filing indicates a significant new contract or partnership for THUMZUP MEDIA Corp, which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms not disclosed here.
Key Players & Entities
- THUMZUP MEDIA Corporation (company) — Registrant
- September 24, 2025 (date) — Date of earliest event reported
- September 30, 2025 (date) — Filing date
- Nevada (jurisdiction) — State of Incorporation
- Los Angeles, CA (location) — Principal executive offices
- 10557 Jefferson Blvd. (address) — Principal executive offices address
- (800) 403-6150 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the material definitive agreement entered into by THUMZUP MEDIA Corporation?
The provided excerpt does not specify the nature of the material definitive agreement; it only reports that one was entered into on September 24, 2025.
When did THUMZUP MEDIA Corporation file this 8-K report?
THUMZUP MEDIA Corporation filed this 8-K report on September 30, 2025.
Where are THUMZUP MEDIA Corporation's principal executive offices located?
THUMZUP MEDIA Corporation's principal executive offices are located at 10557 Jefferson Blvd., Los Angeles, CA 90232.
In which state was THUMZUP MEDIA Corporation incorporated?
THUMZUP MEDIA Corporation was incorporated in Nevada.
What is the SIC code for THUMZUP MEDIA Corporation?
The Standard Industrial Classification (SIC) code for THUMZUP MEDIA Corporation is 7374, which corresponds to SERVICES-COMPUTER PROCESSING & DATA PREPARATION.
Filing Stats: 1,647 words · 7 min read · ~5 pages · Grade level 13.4 · Accepted 2025-09-30 08:30:43
Key Financial Figures
- $0.001 — nge on which registered Common stock, $0.001 par value TZUP The Nasdaq Stock Mar
- $2.5 million — ogehash Technologies, Inc. ("Dogehash") $2.5 million (the "Loan") which was evidenced by a s
Filing Documents
- form8-k.htm (8-K) — 50KB
- ex10-1.htm (EX-10.1) — 59KB
- ex10-2.htm (EX-10.2) — 65KB
- ex10-3.htm (EX-10.3) — 92KB
- ex99-1.htm (EX-99.1) — 22KB
- 0001493152-25-016196.txt ( ) — 505KB
- tzup-20250924.xsd (EX-101.SCH) — 3KB
- tzup-20250924_lab.xml (EX-101.LAB) — 33KB
- tzup-20250924_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED 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 24, 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 1.01 Entry into a Material Definitive Agreement. On September 24, 2025, Thumzup Media Corporation (the "Company") loaned to Dogehash Technologies, Inc. ("Dogehash") $2.5 million (the "Loan") which was evidenced by a secured promissory note (the "Note") issued by Dogehash and USDE Acquisition, Inc., a wholly-owned subsidiary of Dogehash ("USDE" and together with Dogehash, the "Maker") in favor of the Company. The Loan accrues interest at a rate of 8% per annum and matures upon the earliest of: (i) September 22, 2026, (ii) the date the Maker (or any successor in interest of the Maker) consummates the Subsequent Transaction (as defined herein), or (iii) the Agreement and Plan of Merger dated as of August 18, 2025 by and among the Company, TZUP Merger Sub., Inc., a direct, wholly-owned subsidiary of the Company, and Dogehash (the "Purchase Agreement") is terminated pursuant to its terms. "Subsequent Transaction" means the closing of the acquisition of Maker by the Company pursuant to the Purchase Agreement. The obligations of the Maker under the Note are secured by Collateral (as defined in the Security Agreement (as defined herein)). In connection with the Loan, on September 24, 2025, the Company entered into a security agreement (the "Security Agreement") with the Maker pursuant to which, among other things, the Maker granted the Company a first priority lien and security interest in the Collateral including profits interest. In addition, on September 24, 2025, the Company entered into a subordination agreement (the "Subordination Agreement") with a secured lender (together with its representatives, successors, and assigns, "Secured Lender") and Dogehash pursuant to which each of the Secured Lender and Dogehash (together with all of its current and future, direct and/or indirect, wholly-owned and/or partially-owned subsidiaries and their respective successors and assigns, the "Debtor") agreed that any security interest of the Secured Lender (and any other lender that may have a security interest in the assets of the Debtor, if any) in the assets of the Debtor will be subordinated to the senior security interest granted to Company with respect to the Collateral. The foregoing descriptions of the Note, Security Agreement and Subordination Agreement are not complete and are qualified in their entirety by reference to the full text of the Note, Security Agreement and Subordination Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 8.01 Other Events On September 30, 2025, the Company issued a press release with respect to the Loan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. Exhibits 10.1+ Note issued on September 24, 2025 by Dogehash Technologies, Inc. and USDE Acquisition, Inc. in favor of the Company 10.2 Security Agreement dated S