THUMZUP MEDIA Corp Files 8-K on Security Holder Vote Matters
Ticker: DTCX · Form: 8-K · Filed: Dec 8, 2025 · CIK: 1853825
| Field | Detail |
|---|---|
| Company | Thumzup Media CORP (DTCX) |
| Form Type | 8-K |
| Filed Date | Dec 8, 2025 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, shareholder-vote, sec-filing
TL;DR
THUMZUP MEDIA Corp is submitting matters for a shareholder vote on Dec 8, 2025.
AI Summary
On December 8, 2025, THUMZUP MEDIA Corp filed an 8-K report indicating a submission of matters to a vote of security holders. The filing details are associated with the company's operations and corporate governance.
Why It Matters
This filing signals that THUMZUP MEDIA Corp is engaging in a process that requires shareholder approval, which could impact the company's future direction or governance.
Risk Assessment
Risk Level: low — The filing is a routine procedural report and does not disclose any immediate financial distress or significant negative events.
Key Numbers
- 001-42388 — SEC File Number (Identifies the company's filing history with the SEC.)
- 85-3651036 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- THUMZUP MEDIA Corp (company) — Registrant
- December 8, 2025 (date) — Date of report
- Nevada (jurisdiction) — State of Incorporation
- Los Angeles, CA (location) — Principal executive offices
FAQ
What specific matters are being submitted to a vote of security holders?
The filing indicates that matters are being submitted to a vote of security holders, but the specific details of these matters are not provided in the excerpt.
When was this 8-K report filed?
The report was filed on December 8, 2025.
What is the principal executive office address for THUMZUP MEDIA Corp?
The principal executive office is located at 10557-B Jefferson Blvd., Los Angeles, CA 90232.
In which state is THUMZUP MEDIA Corp incorporated?
THUMZUP MEDIA Corp is incorporated in Nevada.
What is the registrant's telephone number?
The registrant's telephone number is (800) 403-6150.
Filing Stats: 1,113 words · 4 min read · ~4 pages · Grade level 17.5 · Accepted 2025-12-08 16:15:42
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) — 65KB
- 0001493152-25-026640.txt ( ) — 229KB
- tzup-20251208.xsd (EX-101.SCH) — 3KB
- tzup-20251208_lab.xml (EX-101.LAB) — 33KB
- tzup-20251208_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): December 8, 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-B 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 5.07 Submission of Matters to a Vote of Security Holders. On December 8, 2025, Thumzup Media Corporation (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting") for the purpose of holding a stockholder vote on the proposals set forth below. A total of 6,979,023 shares of the Company's common stock and 158,428.45 shares of the Company's Series A Convertible Preferred Stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. At the Annual Meeting, the Company's stockholders: (i) re-elected each of Robert Steele, Isaac Dietrich, Joanna Massey, Paul Dickman and Christopher Ensey as members of the Company's board of directors to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director's earlier resignation, removal or death; (ii) ratified the appointment of Haynie & Company ("Haynie") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) approved a change of control of the Company as a result of the acquisition (the "Acquisition") by the Company of Dogehash Technologies, Inc. ("Dogehash") pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025 by and among the Company, TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Dogehash as required pursuant to Nasdaq Listing Rule 5635(b) and approved the issuance of shares of TZUP common stock in connection with the Acquisition in excess of 19.99% of the Company's outstanding common stock in accordance with Nasdaq Listing Rule 5635(d) (the "Acquisition Proposal"); (iv) approved the Company's 2025 Omnibus Equity Incentive Plan and the reservation of up to 7,000,000 shares of the Company's common stock for issuance thereunder (the "Equity Incentive Plan Proposal"); (v) approved, for the purposes of compliance with Nasdaq Listing Rules, the issuance of 750,000 shares of the Company's common stock pursuant to that certain Financial Advisory Agreement dated August 12, 2025 by and between the Company and American Ventures LLC, Series XVIII DOGE TREAS (the "Advisor") pursuant to which the Advisor agreed to provide the Company with certain advisory services (the "Advisor Shares Proposal"); and (vi) approved the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there were not sufficient votes to approve one or more of the foregoing proposals presented to stockholders for vote, or if the Company determined that one or more of the closing conditions under the Acquisition would not be satisfied or waived (the "Adjournment Proposal"). The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company's Definitive Proxy Statement, filed with the Se