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): July 16, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

Nevada

001-42388

85-3651036

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11845 W. Olympic Blvd., Ste 1100W #13 Los Angeles, CA 90064

(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: None

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”), upon the recommendation and approval of the Compensation Committee of the Board, approved an immediate, one-time bonus of $10,000 to Isaac Dietrich, Chief Financial Officer of the Company, for his exemplary performance to the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On July 16, 2025, the Board approved an amendment (the “Amendment”) to its Amended and Restated Bylaws (the “Bylaws”). Pursuant to the Amendment, Section 2.5 of Article II of the Bylaws was amended to provide that except as limited by the Company’s Articles of Incorporation (as amended, the “Articles of Incorporation”) or by law, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity with the Bylaws, and only by the affirmative vote of the holders of two-thirds of the voting power of all the shares entitled to vote at such meeting.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Withdrawal of Designation of Series B Convertible Preferred Stock

On July 18, 2025, the Company filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of its Series B Preferred Convertible Voting Stock, par value $0.001 per share (the “Preferred Stock”). At the time of the filing of the Withdrawal of Designation, there were no shares of Preferred Stock issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.

The foregoing description of the Withdrawal of Designation is qualified in its entirety by reference to the full text of the form of the Withdrawal of Designation, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Amended and Restated Bylaws of Thumzup Media Corporation
3.2		Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 21, 2025	THUMZUP MEDIA CORPORATION

	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 3.2

THUMZUP MEDIA CORPORATION

Unanimous Written Consent

of the Board of Directors

July 17, 2025

In accordance with Section 78.315(2) of the Nevada Revised Statutes of the State of Nevada, as amended, and the Bylaws of Thumzup Media Corporation, a Nevada corporation (the “Company”), the undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), do hereby execute this Unanimous Written Consent (this “Consent”) for the purpose of voting for, adopting, approving, and consenting to the following recitals and resolutions to have the same force and effect as if adopted at a duly constituted meeting of the Board:

CERTIFICATE OF WITHDRAWAL TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK

WHEREAS, on April 17, 2024, the Company filed the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, pursuant to which 40,000 shares the Company’s preferred stock, par value $0.001 per share, were designated as the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”);

WHEREAS, as of July 15, 2025, all remaining issued and outstanding shares of Preferred Stock were converted into shares of common stock of the Company, par value $0.001 per share and as of the date hereof, there remain no issued and outstanding shares of Preferred Stock;

WHEREAS, pursuant to NRS 78.1955(6), if shares of a class or series of stock establish by a certificate of designation are not outstanding, the Company may file a certificate which states that no shares of the class or series are outstanding, and which contains the resolution of the Board authorizing the withdrawal of the certificate of designation establishing the class or series of stock;

WHEREAS, the Board of Directors has determined it is advisable and in the best interest of the Corporation and its shareholders to authorize the withdrawal and cancel all designation, rights, preferences and limitations of the shares of the Preferred Stock, and strike all references to the Preferred Stock from the books and records of the Company;

WHEREAS, the Board has reviewed the Certificate of Withdrawal to the Certificate of Designations in the form attached hereto as Exhibit A (the “Certificate of Withdrawal”), which, upon filing, will eliminate and cancel all designation, rights, preferences and limitations of the shares of the Preferred Stock, and strike all references to the Preferred Stock from the books and records of the Company; now, therefore, be it

RESOLVED, that the appropriate officers of the Company be, and hereby, are authorized, empowered and directed to execute, file and deliver the Certificate of Withdrawal for and on behalf and in the name of the Company, with such changes in the terms and provisions thereof as the officer executing the same, in his or her sole discretion, deems necessary or appropriate and in the best interest of the Company, pursuant to the foregoing resolutions with his or her signature thereof being conclusive evidence that he or she did so deem any such changes to be necessary or appropriate and in the best interest of the Company; and, be it further

RESOLVED, that the form, terms and provisions of the Certificate of Withdrawal pursuant to NRS 78.1955(6), in substantially the form attached hereto as Exhibit A, is hereby approved, and that each of the officers of the Company be, and each such officer hereby is, ratified, authorized and empowered to execute the Certificate of Withdrawal with such modifications and changes therein as such officers shall approve, such execution to constitute evidence of such approval; and, be it further

RESOLVED, that the Board hereby approves the cancellation and withdrawal of the Preferred Stock and authorizes the withdrawal of the Certificate of Designation with respect to the Preferred Stock filed with the Secretary of State of the State of Nevada; and, be it further

RESOLVED, that any actions previously taken by the Company’s officers relating to the Certificate of Withdrawal and the actions related thereto be, and each of them hereby is, ratified, approved and adopted in all respects as actions taken on behalf of the Company.

General Authorization

RESOLVED, that the officers of the Company be, and each of them hereby are, authorized to prepare, execute, deliver and perform such agreements, documents and other instruments, to pay or cause to be paid on behalf of the Company, any related costs and expenses, to execute and deliver or cause to be executed and delivered such other notices, requests, demands, directions, consents, approvals, orders, applications, certificates, agreements, undertakings, supplements, amendments, further assurances or other instruments or communications under the corporate seal of the Company, or otherwise, and to take such other action, in the name and on behalf of the Company, as each such officer, in his or her discretion, shall deem necessary or advisable to complete and effect the foregoing transactions and to carry out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby; and, be it further

RESOLVED, that the officers of the Company be, and each of them hereby is, in the name and on behalf of the Company, authorized to take all such actions and execute and deliver all such instruments and documents as such officer may deem necessary or appropriate in order to fully effectuate the purpose of each of the foregoing resolutions.

RESOLVED, that this Unanimous Written Consent of the Board may be executed in multiple counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same written consent, and to the extent executed and delivered by means of a facsimile machine or other electronic transmission (including e-mail of a “pdf” signature), this written consent shall be treated in all manners and respects and for all purposes as an original written consent and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.