Item 5. Other Information
Item
5. Other Information
During
the fiscal quarter ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract,
instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Further, during the fiscal quarter ended September 30, 2025,
the Company did not adopt or terminate a Rule 10b5-1 trading arrangement.
Item
6. ExhibitS
Incorporated
by Reference
No.
Description
Form
File
No.
Exhibit
Filing
Date
2.1
Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc. and Dogehash Technologies, Inc.
8-K
001-42388
2.1
August
22, 2025
3.1
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
3.2
Form of Withdrawal of Designation of Series C Convertible Preferred Stock, dated September 12, 2025
8-K
001-42388
3.2
September
12, 2025
4.1
Placement Agent Warrant
8-K
001-42388
4.1
July
7, 2025
4.2
Form of Placement Agent Warrant
8-K
001-42388
4.1
August
12, 2025
10.1
Placement Agency Agreement
8-K
001-42388
10.1
July
7, 2025
10.2
Form of Securities Purchase Agreement
8-K
001-42388
10.2
July
7, 2025
10.3
Form of Restricted Stock Agreement
8-K
001-42388
10.1
August
6, 2025
33
10.4
Placement Agency Agreement by and between the Company and Dominari Securities LLC dated August 11, 2025
8-K
001-42388
1.1
August
12, 2025
10.5
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
10.6
Note issued on September 24, 2025 by Dogehash Technologies, Inc. and USDE Acquisition, Inc. in favor of the Company
8-K
001-42388
10.1
September
30, 2025
10.7
Security Agreement dated September 24, 2025 by and among the Company, Dogehash Technologies, Inc. and USDE Acquisition, Inc.
8-K
001-42388
10.2
September
30, 2025
10.8
Subordination Agreement dated September 24, 2025 by and among the Company, the Secured Lender and Dogehash Technologies, Inc. and USDE Acquisition, Inc.
8-K
001-42388
10.3
September
30, 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.
34
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:
November 14, 2025
By:
/s/
Isaac Dietrich
Isaac Dietrich
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:
November 14, 2025
35
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.