SEC Form DEFA14A filed by Thumzup Media Corporation

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): October 27, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

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):

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:

Item 8.01 Other Events

Thumzup Media Corporation (the “Company”) has prepared presentation materials (the “Presentation Materials”) that management intends to use from time to time on and after October 27, 2025, in presentations about the Company’s operations and performance. The Presentation Materials are filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in the Presentation Materials is summary information that should be considered within the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Additional Information About the Acquisition and Where To Find It

The Company has filed a preliminary proxy statement with the SEC in connection with the proposed acquisition (the “Acquisition”) of Dogehash Technologies, Inc. (“Dogehash”) and plans to submit and mail a definitive proxy statement and other relevant documents to the Company’s stockholders. The closing of the Acquisition is conditioned upon the Company obtaining the required stockholder approvals, approval from The Nasdaq Stock Market LLC, and customary closing conditions.

The Company’s stockholders and other interested persons are advised to read, when available, the definitive proxy statement, and amendments thereto, and the other relevant documents filed with the SEC in connection with the Company’s solicitation of proxies for its stockholders’ annual meeting to be held to approve, among other things, the Acquisition because the proxy statement will contain important information about the Company, Dogehash and the transactions contemplated thereby. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the transactions. Investors may obtain a free copy of the definitive proxy statement (if and when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. Stockholders of the Company will also be able to obtain copies of the definitive proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Thumzup Media Corporation, 10557-B Jefferson Blvd., Los Angeles, CA 90232, Attention: Investor Relations.

Participants in the Solicitation Legend

The Company, Dogehash, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company and Dogehash in connection with the proposed Acquisition. Information about the directors and executive officers of the Company is set forth in its Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 30, 2025. Additional information regarding the participants in the proxy solicitation, including the Company and Dogehash directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement and other relevant materials filed with the SEC regarding the Acquisition when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to Thumzup as described above under “Additional Information About the Acquisition and Where to Find It.”

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.