THUMZUP MEDIA Faces Delisting, Board Changes

TL;DR

THUMZUP MEDIA might get delisted, and the board is shuffling. Big changes ahead.

AI Summary

THUMZUP MEDIA Corp. filed an 8-K on October 9, 2025, reporting a notice of delisting or failure to meet continued listing rules. The filing also disclosed the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with details on compensatory arrangements for these officers. The earliest event reported was on October 4, 2025.

Why It Matters

This filing indicates potential financial distress or non-compliance with exchange rules, alongside significant changes in the company's leadership and governance structure.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing rules is a significant indicator of potential financial distress or severe operational issues.

Key Players & Entities

• THUMZUP MEDIA Corp. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• 10557 Jefferson Blvd. (address) — Principal executive offices
• Los Angeles (location) — City of principal executive offices
• CA (state) — State of principal executive offices
• 90232 (zip_code) — Zip code of principal executive offices
• (800) 403-6150 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value TZUP The Nasdaq Stock Mar

Filing Documents

• form8-k.htm (8-K) — 38KB
• 0001493152-25-017646.txt ( ) — 200KB
• tzup-20251004.xsd (EX-101.SCH) — 3KB
• tzup-20251004_lab.xml (EX-101.LAB) — 33KB
• tzup-20251004_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): October 4, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 4, 2025, Robert Haag informed Thumzup Media Corporation (the "Company") that he resigned from the Company's Board of Directors (the "Board") as well as the Company's audit committee, compensation committee and nominating and corporate governance committee effective as of October 4, 2025. Mr. Haag's resignation was not the result of any disagreement with the Company, any matter related to the Company's operations, policies or practices, the Company's management or the Board. As a result of Mr. Haag's resignation, 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), and, on October 9, 2025, the Company was notified by Nasdaq of its non-compliance. Nasdaq Listing Rule 5605(c) requires, among other things, that the Company have an audit committee that has at least three members, each of whom must (i) be an Independent Director (as defined in Nasdaq Listing Rule 5605(a)(2)), (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements. In accordance with Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, which cure period will expire at the earlier of its next annual meeting of stockholders or October 5, 2026. The Company intends to appoint an additional independent director to its audit committee prior to the end of the cure period. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Reference is made to the disclosure regarding Mr. Haag's resignation set forth in Item 3.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 5.02. -2- 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 9, 2025 THUMZUP MEDIA CORPORATION By: /s/ Robert Steele Name: Robert Steele Title: Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR