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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): September 30, 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 8.01 Other Events.

 

As previously announced, on September 23, 2025, the board of directors (the “Board”) of Thumzup Media Corporation (the “Company”) approved a share repurchase program pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026. On September 30, 2025, the Board authorized the extension of the window under which the broker-dealer executing the stock buyback may repurchase shares under the share repurchase program from September 30, 2025 until October 31, 2025, and on October 1, 2025, the Company issued a press release with respect to the extension. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

99.1   Press release dated October 1, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 6, 2025 THUMZUP MEDIA CORPORATION
     
  By: /s/ Robert Steele
  Name: Robert Steele
  Title: Chief Executive Officer

 

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