Other Information
−Removed: as set forth under Item 2 above, there is no other information required to be disclosed under this item which has not been previously
+Added: the fiscal quarter ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract,
+Added: instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions
+Added: of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Further, during the fiscal quarter ended September 30, 2025,
+Added: the Company did not adopt or terminate a Rule 10b5-1 trading arrangement.
+Added: Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc.
+Added: and Dogehash Technologies, Inc.
+Added: Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025
+Added: Form of Withdrawal of Designation of Series C Convertible Preferred Stock, dated September 12, 2025
+Added: Placement Agent Warrant
+Added: Form of Placement Agent Warrant
+Added: Placement Agency Agreement
+Added: Form of Securities Purchase Agreement
+Added: Form of Restricted Stock Agreement
Placement Agency Agreement by and between the Company and Dominari Securities LLC dated August 11, 2025
−Removed: A ugust 12, 2025
−Removed: Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock
−Removed: to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025
−Removed: Amendment to Amended and Restated Bylaws of Thumzup Media Corporation
−Removed: Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025
−Removed: Placement Agent Warrant, issued July 7, 2025
−Removed: Form of Placement Agent Warrant, issued August 12, 2025
−Removed: August 12, 2025
−Removed: Master Loan Agreement, dated as of May 12, 2025, by and among the Company, Coinbase Credit, Inc.
−Removed: and Coinbase Inc.
−Removed: Placement Agency Agreement, dated as of June 30, 2025, by and between the Company and Dominari Securities LLC
Financial Advisory Agreement by and between the Company and American Ventures LLC, Series XVIII DOGE TREAS dated August 12, 2025
−Removed: August 12, 2025
+Added: Note issued on September 24, 2025 by Dogehash Technologies, Inc.
+Added: and USDE Acquisition, Inc.
+Added: in favor of the Company
+Added: Security Agreement dated September 24, 2025 by and among the Company, Dogehash Technologies, Inc.
+Added: and USDE Acquisition, Inc.
+Added: Subordination Agreement dated September 24, 2025 by and among the Company, the Secured Lender and Dogehash Technologies, Inc.
+Added: and USDE Acquisition, Inc.
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
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension
+Added: Schema Document
+Added: Inline XBRL Taxonomy Extension
+Added: Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Presentation Linkbase Document
+Added: Cover Page Interactive
+Added: Data File (embedded within the Inline XBRL document)
+Added: Filed herewith.
+Added: Furnished herewith.
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.
−Removed: Media Corporation
+Added: Thumzup Media
Robert Steele
−Removed: Executive Officer
−Removed: Executive Officer)
−Removed: August 14, 2025
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: November 14, 2025
Isaac Dietrich
−Removed: Financial Officer
−Removed: Financial and Accounting Officer)
−Removed: August 14, 2025
+Added: Isaac Dietrich
+Added: Chief Financial Officer
+Added: (Principal Financial and Accounting Officer)
+Added: November 14, 2025
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.