Item 5. Other Information
Item 5. Other Information
Except
as set forth under Item 2 above, there is no other information required to be disclosed under this item which has not been previously
disclosed.
Item 6. ExhibitS
Incorporated
by Reference
No.
Description
Form
File
No.
Exhibit
Filing
Date
1.1
Placement Agency Agreement by and between the Company and Dominari Securities LLC dated August 11, 2025
8-K
001-42388
1.1
A ugust 12, 2025
3.1
Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock
8-K
001-42388
3.1
June
23, 2025
3.2
Amendment
to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025
8-K
001-42388
3.1
July
7, 2025
3.3
Amendment to Amended and Restated Bylaws of Thumzup Media Corporation
8-K
001-42388
3.1
July
21, 2025
3.4
Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025
8-K
001-42388
3.2
July
21, 2025
4.1
Placement Agent Warrant, issued July 7, 2025
8-K
001-42388
4.1
July
7, 2025
4.2
Form of Placement Agent Warrant, issued August 12, 2025
8-K
001-42388
4.1
August 12, 2025
10.1
Master Loan Agreement, dated as of May 12, 2025, by and among the Company, Coinbase Credit, Inc. and Coinbase Inc.
8-K
001-42388
10.1
May
13, 2025
10.2
Placement Agency Agreement, dated as of June 30, 2025, by and between the Company and Dominari Securities LLC
8-K
001-42388
10.1
July 7, 2025
10.3
Financial Advisory Agreement by and between the Company and American Ventures LLC, Series XVIII DOGE TREAS dated August 12, 2025
8-K
001-42388
10.1
August 12, 2025
31.1*
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith.
**
Furnished
herewith.
35
SIGNATURES
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.
Thumzup
Media Corporation
By:
/s/
Robert Steele
Robert
Steele
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 14, 2025
By:
/s/
Isaac Dietrich
Isaac
Dietrich
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
Date:
August 14, 2025
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.