What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-12 · 291 added, 121 removed, 356 unchanged (54% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Six Months

Ended June 30, 2024 and 2023 (unaudited)

Condensed Statements of Cash Flows for the Three and Six Months ended June 30, 2024 and 2023 (unaudited)

Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

1 unchanged sentence

BALANCE SHEETS

September 30,

Current assets:

7 unchanged sentences

Accounts payable and accrued expenses

Notes payable - related party

Total current liabilities

7 unchanged sentences

16,100 and 0 shares issued and outstanding, respectively

Preferred stock

Preferred stock, value

Common stock, $ 0.001 par value, 250,000,000 shares authorized;

9 unchanged sentences

STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating Expenses:

7 unchanged sentences

( 1,299,707 )

( 2,147,023 )

Other Income (Expense):

4 unchanged sentences

( 1,111,110 )

( 1,297,560 )

( 2,941,836 )

Provision for Income Taxes (Benefit)

13 unchanged sentences

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

Preferred Stock

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Subscriptions

Balance at March 31, 2024

$ ( 6,022,515 )

Common Stock issued for services rendered and to be rendered

Refund of investment - Reg A+

Common Stock issued for Series B dividend

Series B issued for investment

Issuance costs - preferred Series B

Preferred Series A issued for dividends

$ ( 527,773 )

at June 30, 2024

$ ( 6,573,235 )

Balance at June 30, 2024

Stock issued for services rendered and to be rendered

Stock issued for Series B dividend

Stock issued for Series A conversion

Series A issued for dividends

at September 30, 2024

$ ( 7,038,071 )

Preferred Stock

Subscriptions

Balance at March 31, 2023

at June 30, 2023

$ ( 4,203,292 )

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

Preferred Series A issued for dividends

$ ( 229,829 )

Series A issued for dividends

Series A issued for liquidated damages

stock issued for Reg A+ offering

stock issued for liquidated damages and accrued interest

Stock issued for services rendered

Stock offering costs

loss attributable to common shareholders

( 1,113,781 )

Balance at June 30, 2023

( 1,113,781 )

at September 30, 2023

$ ( 5,317,073 )

1 unchanged sentence

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Preferred Stock

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Subscriptions

Balance at December 31, 2023

at December 31, 2023

$ ( 5,691,803 )

Common Stock issued for investment, net

Common Stock issued for services rendered and to be rendered

Common Stock issued for Series A conversion

Common Stock issued for Series B dividend

Series B issued for investment

Preferred Series A issued for dividends

Issuance costs - Preferred Series B

Stock issued for investment, net

Stock issued for services rendered and to be rendered

Stock issued for Series A conversion

Stock issued for Series B dividend

B issued for investment

Series A issued for dividends

costs - Preferred Series B

( 1,297,560 )

Balance at June 30, 2024

at September 30, 2024

$ ( 7,038,071 )

Preferred Stock

Subscriptions

Balance at December 31, 2022

$ ( 2,367,623 )

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

Stock subscription receivable received

Preferred Series A issued for dividends

at December 31, 2022

$ ( 2,367,623 )

Balance at June 30, 2023

Series A issued for dividends

Series A issued for liquidated damages

Stock issued for services rendered

Stock issued for Reg A + offering and cash

Stock offering costs

subscription receivable received

stock issued for liquidated damages and accrued interest

loss attributable to common shareholders

( 2,949,450 )

at September 30, 2023

$ ( 5,317,073 )

2 unchanged sentences

MEDIA CORPORATION

STATEMENTS OF CASHFLOWS

For the Six Months Ended June 30,

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash flows from operating activities:

4 unchanged sentences

Stock issued for services

Stock issued for loss on settlement of liquidated damages and accrued interest

Changes in operating assets and liabilities:

Other accounts receivable

Prepaid expenses

Liquidated damages and accrued interest

Accounts payable and accrued expenses

1 unchanged sentence

( 1,053,175 )

( 1,911,767 )

Cash flows from investing activities:

6 unchanged sentences

Costs incurred for equity sales

Proceeds from loan - related party

Net cash provided by financing activities

Net (decrease) increase in cash

Net (decrease) in cash

( 1,009,103 )

Cash, beginning of period

36 unchanged sentences

It has been reliant on equity funding for its operations.

At June 30, 2024 and

December 31, 2023, the Company had a cash balance of $ 398,450 and $ 259,212 , respectively.

For the six months ended June 30, 2024 and

2023, the Company used $ 675,323 and $ 1,352,253 to fund operating activities, respectively.

For the six ended June 30, 2024, the Company

raised approximately $ 161,846 , net offering expenses of $ 1,789 , from the sale of 63,596 shares of its common stock and approximately

$ 805,000 from the sale of 16,100 shares of Preferred Series B stock.

The Company may need to raise additional funding and manage expenses

in order to continue as a going concern.

At September 30, 2024

and December 31, 2023, the Company had a cash balance of $ 110,246 and $ 259,212 , respectively.

For the nine months ended September 30,

2024 and 2023, the Company used $ 1,053,175 and $ 1,911,767 to fund operating activities, respectively.

For the nine months ended September

30, 2024, the Company raised approximately $ 161,228 , net of offering expenses of $ 1,628 , from the sale of 36,256 shares of its common

stock and approximately $ 805,000 from the sale of 16,100 shares of Preferred Series B stock, less issuance costs of $ 25,000 .

may need to raise additional funding and manage expenses in order to continue as a going concern.

3 – Summary of Significant Accounting Policies

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necessarily indicative of the results for the full year.

Certain information and disclosures normally included in the notes to the

annual financial statements have been condensed or omitted from these interim unaudited condensed financial statements.

Accordingly, these

interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 20, 2024 (the “Annual

The December 31, 2023 balance sheet is derived from those restated financial statements.

information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these

interim unaudited condensed financial statements.

Accordingly, these interim unaudited condensed financial statements should be read

in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December

31, 2023 as filed with the SEC on March 20, 2024 (the “Annual Report”).

The December 31, 2023 balance sheet is derived from

those restated financial statements.

Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America,

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less when purchased.

of June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 398,450 and $ 259,212 , respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess

of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial

institutions.

At June 30, 2024 and December 31, 2023, the uninsured balances amounted to $ 81,313 and $ 1,850 , respectively.

risk the Company may lose uninsured balances over the FDIC insurance limit.

of June 30, 2024 and December 31, 2023, the Company had $ 73,411 and $ 6,321 in prepaid expenses, respectively.

The Company’s prepaid

expenses as of June 30, 2024 and December 31, 2023 were primarily for marketing, filing, and listing fees for services not yet rendered.

of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 110,246

and $ 259,212 ,

respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times

may be in excess of the federally insured limit of $ 250,000

The Company minimizes this risk by

placing its cash deposits with major financial institutions.

At September 30, 2024 and December 31, 2023, the uninsured balances amounted

respectively.

There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

of September 30, 2024 and December 31, 2023, the Company had $ 52,072 and $ 6,321 in prepaid expenses, respectively.

The Company’s

prepaid expenses as of September 30, 2024 and December 31, 2023 were primarily for marketing, filing, and listing fees for services not

yet rendered.

and Equipment

8 unchanged sentences

to computer equipment at the end of each fiscal year.

Depreciation expense for the three months ended June 30, 2024 and 2023 was $ 1,067

Depreciation expense for the three months ended September 30, 2024 and 2023 was

$ 701 and $ 1,000 , respectively.

Depreciation expense for the six months ended June 30, 2024 and 2023 was $ 1,725 and $ 1,293 , respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $ 2,426 and $ 2,293 , respectively.

Software Development Costs

14 unchanged sentences

significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs.

For the six months June 30, 2024 and 2023, we capitalized $ 126,665 and $ 73,138 of costs

related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 21,858 and $ 4,937

for the for the three months ended June 30, 2024 and 2023, respectively.

For the nine months ended September 30, 2024 and 2023, we capitalized $ 175,770 and $ 108,313

of costs related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 26,644 and

for the for the six months ended June 30, 2024 and 2023, respectively.

The balance of capitalized software was $ 295,178 and $ 142,614 ,

net of accumulated amortization of $ 64,337 and $ 25,899 at June 30, 2024 and December 31, 2023, respectively.

$ 8,560 for the for the three months ended September 30, 2024 and 2023, respectively.

Amortization of capitalized software costs was $ 65,082

and $ 14,364 for the for the nine months ended September 30, 2024 and 2023, respectively.

The balance of capitalized software was $ 253,302

and $ 142,614 , net of accumulated amortization of $ 90,981 and $ 25,899 at September 30, 2024 and December 31, 2023, respectively.

Company evaluates its capitalized software costs for impairment annually, at year-end.

49 unchanged sentences

as income or expense in the period that includes the enactment date of that rate.

Company has no tax positions as of June 30, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company has no tax positions as of September 30, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but

for which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the years ending June 30, 2024 and December 31, 2023, the Company recognized no interest and penalties.

For the period ending September 30, 2024 and 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

5 unchanged sentences

using the “treasury stock” and/or “if converted” methods, as applicable.

computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 2024 and 2023 excludes potentially

computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2024 and 2023 excludes potentially

dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price

2 unchanged sentences

Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share

Common shares issuable upon conversion of convertible notes

September 30,

Common shares issuable upon exercise of options

Common shares issuable upon conversion of preferred stock

24 unchanged sentences

or cash flows.

4 – Non-Convertible Notes

August 26, 2024, the Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, which is controlled

by one of the Company’s directors, Robert Haag.

The note is in the principal amount of $ 60,000 and carries an interest rate of

10 % per annum.

The note matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can be prepaid without penalty.

the nine months ended September 30, 2024, the Company received $ 60,000 from the issuance of the note.

During the three and nine months

ended September 30, 2024, the note incurred interest of $ 575 .

As of September 30, 2024, the note had outstanding principal amount and

accrued interest of $ 60,000 and $ 575 , respectively.

On October 30, 2024, the Company repaid principal of $ 60,000 together with accrued

interest of $ 1,068 .

The note is retired.

September 24, 2024, the Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, which is controlled

by one of the Company’s directors, Robert Haag.

The note is in the principal amount of $ 80,000 and carries an interest rate of

10 % per annum.

The note matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can be prepaid without penalty.

the nine months ended September 30, 2024, the Company received $ 80,000 from the issuance of the note.

During the three and nine months

ended September 30, 2024, the note incurred interest of $ 132 .

As of September 30, 2024, the note had outstanding principal amount and

accrued interest of $ 80,000 and $ 132 , respectively.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued

interest of $ 789 .

The note is retired.

5 – Shareholders’ Equity

16 unchanged sentences

June 15, 2024, the Company issued 2,819 Series A shares as a dividend.

June 30, 2024 and December 31, 2023, the Company had 147,798 and 142,769 Series A preferred shares issued and outstanding, respectively.

September 15, 2024, the Company issued 2,874 Series A shares as a dividend.

September 20, 2024, the Company converted 187 Series A shares into 2,809 common shares.

September 30, 2024 and December 31, 2023, the Company had 150,485 and 142,769 Series A preferred shares issued and outstanding, respectively.

March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred

3 unchanged sentences

of Common Stock.

Each share of Series A Preferred initially converts into 10 shares of Common Stock at a reference rate of $ 5.00 per

Each share of Series B Preferred initially converts into 10 shares of Common Stock at a reference rate of $ 5.00 per

share of Common Stock subject to adjustments.

10 unchanged sentences

of the dividend payable divided by the volume weighted average price on the dividend date.

the six months ended June 30, 2024, the Company issued 16,100 Series B shares for cash proceeds of $ 805,000 .

the nine months ended September 30, 2024, the Company issued 16,100 Series B shares for cash proceeds of $ 805,000 , less issuance costs

June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

June 30, 2024 and December 31, 2023, the Company had 16,100 and 0 Series B preferred shares issued and outstanding, respectively.

September 15, 2024, issued 3,802 common shares with a value of $ 20,531 as a dividend for the Series B.

September 30, 2024 and December 31, 2023, the Company had 16,100 and 0 Series B preferred shares issued and outstanding, respectively.

Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share.

As June 30, 2024 and December

At September 30, 2024 and December

31, 2023, the Company had 7,750,342 and 7,656,488 shares issued and outstanding, respectively.

the six months ended June 30, 2024, the Company issued 36,000 shares of common stock with a fair market value of $ 160,344 for services

the nine months ended September 30, 2024, the Company issued 38,000 shares of common stock with a fair market value of $ 194,930 for services

rendered and to be rendered to the Company.

the six months ended June 30, 2024, the Company issued 36,256 shares of common stock for proceeds of $ 160,218 , net offering expenses

the six months ended June 30, 2024, the Company issued 8,340 shares of common stock for the conversion of 556 shares of Series A preferred.

the six months ended June 30, 2024, the Company issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

the three months ended June 30, 2024 and 2023, the Company realized losses of $ 0 and $ 190,806 respectively, for liquidated damages contained

in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a Registration

Statement covering the shares sold in those offerings.

During the six months ended June 30, 2024 and 2023, the Company realized losses

of $ 0 and $ 402,127 respectively, for liquidated damages contained in the Registration Rights Agreements in certain of the Company’s

equity offerings for failing to file and maintain a Registration Statement covering the shares sold in those offerings.

From September

1 to 14, 2023, the Company entered into Waiver Agreements with certain investors pursuant to which the Investors waived certain liquidated

damages owed to the Investors by the Company in exchange for the issuance to the Investors by the Company of 130,259 and 6,579 shares

of common and Series A preferred stock, par value $ 0.001 and $ 0.001 per share, respectively.

As of June 30, 2024 and December 31, 2023,

the accrued liquidated damages with accrued interest is $ 0 and $ 0 , respectively.

the nine months ended September 30, 2024, the Company issued 36,256

shares of common stock for proceeds of $ 160,218 , net

offering expenses of $ 1,789 .

the nine months ended September 30, 2024, the Company issued 11,149 shares of common stock for the conversion of 743 shares of Series

the nine months ended September 30, 2024, the Company issued 8,459 common shares with a value of $ 8,453 as a dividend for the Series

the three months ended September 30, 2024 and 2023, the Company realized losses of $ 0 and $ 392,660 respectively, for liquidated damages

contained in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a

Registration Statement covering the shares sold in those offerings.

During the nine months ended September 30, 2024 and 2023, the Company

realized losses of $ 0 and $ 392,660 respectively, for liquidated damages contained in the Registration Rights Agreements in certain of

the Company’s equity offerings for failing to file and maintain a Registration Statement covering the shares sold in those offerings.

From September 1 to 14, 2023, the Company entered into Waiver Agreements with certain investors pursuant to which the Investors waived

certain liquidated damages owed to the Investors by the Company in exchange for the issuance to the Investors by the Company of 130,259

and 6,579 shares of common and Series A preferred stock, par value $ 0.001 and $ 0.001 per share, respectively.

As of September 30, 2024

and December 31, 2023, the accrued liquidated damages with accrued interest is $ 0 and $ 0 , respectively.

6 – Contingencies

22 unchanged sentences

June 15, 2024, Isaac Dietrich received a dividend of 15 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

June 15, 2024, Westside received a dividend of 591 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“First Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the three months ended September 30, 2024, $ 575 in interest accrued on the First Westside Note.

October 30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The First Westside Note is retired.

September 15, 2024, Joanna Massey received a dividend of 30 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Westside received a dividend of 603 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

September 15, 2024, Westside received 236 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Joanna Massey received 189 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Isaac Dietrich received a dividend of 15 shares of Series A Preferred Stock, per the terms of its Certificate of

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the three months ended September 30, 2024, $ 132 in interest accrued on the Second Westside Note.

October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

The Second Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq.

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Third Westside Note is retired

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq.

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired

8 – Stock Options

Stockholders approved our 2024 Equity Incentive Plan (the “Plan”) in May 2024.

In July 2024, our Stockholders amended the

Plan to increase the number of shares issuable thereunder to 2,000,000 .

9 – Subsequent Events

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued.

July 5, 2024, holders of a majority of the Company’s

common shares amended the 2024 Equity Incentive Plan to increase the number of shares issuable thereunder to 2,000,000 .

October 28, 2024, Dr.

Joanna Massey, Paul Dickman and Isaac Dietrich were appointed to Thumzup’s Board of Directors.

Dickman are independent, as defined in the Nasdaq listing rules.

into Underwriting Agreement

October 28, 2024, Thumzup Media Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting

Agreement”) with Dawson James Securities, Inc., as representative (the “Representative”) of the underwriters named

therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, in a firm commitment public

offering (the “Offering”), an aggregate of 1,425,000 of the Company’s common stock, par value $ 0.001 per share (the

“Common Stock”), at a public offering price of $ 5.00 per share.

The Common Stock was offered pursuant to a registration statement

on Form S-1, as amended (File No.

333-279828), originally filed with the U.S.

Securities and Exchange Commission (the “Commission”)

on May 30, 2024, as amended, and which was declared effective by the Commission on October 28, 2024.

Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit

of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific

relationship between the parties.

The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations

and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements

and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the

parties to those documents and agreements.

Rather, investors and the public should look to other disclosures contained in the Company’s

filings with the Commission.

October 30, 2024, the Company closed the Offering.

The total gross proceeds to the Company from the Offering, not including the exercise

of the underwriter’s over-allotment option, and before deducting discounts and expenses, were approximately $ 7,125,000 .

prospectus relating to this Offering was filed with the Commission on October 30, 2024.

The Common Stock was previously approved for

listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “TZUP” on October 29, 2024.

November 1, 2024, Dawson James Securities, Inc., the underwriter of its previously announced public offering that closed on October 30,

2024, fully exercised its overallotment option to purchase an additional 213,750 shares at $ 5.00 per share, increasing the total shares

sold to 1,638,750 and gross proceeds to approximately $ 8.2 million.

Note Repayment

October 30, 2024, Thumzup repaid Westside Strategic Partners, LLC, of which a Company director Robert Haag, serves as managing member

for four bridge notes in the aggregate principal amount of $ 210,000 , together with accrued interest of $ 1,992 .

The bridge notes are retired.

of Stock Options

October 28, 2024, the Company issued Stock Option Agreements under its 2024 Equity Incentive Plan to two officers (“Officer Stock

Option Agreements”).

The Officer Stock Option Agreements are for an aggregate of 650,000 option shares and have a $ 5.00 strike

price (“Option Shares”).

The Officer Stock Option Agreements vest in four equal tranches, each consisting of 25 % of the Option

Shares, on the first day of each of January in 2025, 2026, 2027, and 2028.

October 28, 2024, the Company issued Stock Option Agreements under its 2024 Equity Incentive Plan to three directors (“Directors

Stock Option Agreements”).

The Directors Stock Option Agreements are for an aggregate of 378,000 option shares, have a $ 5.00 strike

price, and vested immediately (“Option Shares”).

Should a Director resign or be removed

prior to completing full 12 month term, the remaining portion of the options that the Director was entitled to shall be clawed back pursuant

to the Company’s Compensation Recovery Policy and the discretion of the Board of Directors.

October 30, 2024, Thumzup issued Stock Option Agreements under its 2024 Equity Incentive Plan to nine non-executive and non-director

employees and contractors (“Employee Stock Option Agreements”).

The Employee Stock Option Agreements are for an aggregate

of 155,000 option shares and have a $ 5.47 strike price (“Option Shares”).

The Employee Stock Option Agreements vest in four

equal tranches, each consisting of 25 % of the Option Shares, on the first day of each of January in 2025, 2026, 2027, and 2028.

Steele, Executive Employment Agreement

May 30, 2024, the Company and Mr.

Steele entered into an Executive Employment Agreement, which, among other things, employs Mr.

as the Chief Executive Officer of the Company.

Effective upon the listing of the Company’s common stock on a national stock exchange,

Steele will be paid a salary of $ 168,000 in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

$168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for

paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $350,000 upon the Company achieving

$250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon

the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve

consecutive months, the Base Salary will increase to $500,000.

The Company shall pay Executive a past performance bonus of $50,000 within

5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the

Dietrich, Executive Employment Agreement

May 30, 2024, the Company and Mr.

Dietrich entered into an Executive Employment Agreement, which, among other things, employes Mr.

as the Chief Financial Officer of the Company effective upon the listing of the Company’s common stock on a national stock exchange.

Dietrich will be paid a salary of $ 168,000 in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

$168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for

paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $250,000 upon the Company achieving

$250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon

the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve

consecutive months, the Base Salary will increase to $350,000.

The Company shall pay Executive a past performance bonus of $25,000 within

5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements