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 1227, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-42388

85-3651036

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		TZUP		The Nasdaq Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 12, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”) appointed Christopher Ensey as a member of the Board effective as of October 14, 2025, to fill the vacancy created by the resignation of Robert Haag. The Board also appointed Mr. Ensey as a member of the audit committee of the Board.

Mr. Ensey, age 46, served as a senior technology and cybersecurity executive across multiple leading organizations from 2019 to 2024. Since 2023, Mr. Ensey has served as Chief Executive Officer of Alignment Engine, where he leads initiatives in AI/HPC datacenter design and GPU interconnect hardware, guiding company strategy, fundraising, and market positioning. Prior to this, as Founding Partner and Chief Technology Officer of Gulp Data from 2021 to 2023, Mr. Ensey developed and scaled an AI-driven data valuation platform, establishing robust enterprise partnerships and overseeing engineering. Mr. Ensey also served as Chief Technical Advisor to Gryphon Digital Mining (now American Bitcoin Mining Corp.) (NASDAQ: ABTC) from June 2021 to January 2024. From 2020 to 2021, he served as Chief Technology Officer at eMed, launching an FDA-authorized digital health platform that rapidly scaled to serve millions of users and resulted in six issued patents. As Chief Technology Officer of BlueVoyant between 2019 and 2020, Mr. Ensey managed global cybersecurity operations, directed a $45 million budget, and successfully reduced annual cloud expenditures. Mr. Ensey also served as Chief Operating Officer of Riot Blockchain, Inc. (now Riot Platforms, Inc.) (NASDAQ: RIOT) from January 2018 to September 2018, and as Interim Chief Executive Officer from September 2018 to February 2019. Mr. Ensey’s educational background includes degrees and certifications relevant to technology leadership and cybersecurity. Mr. Ensey is qualified to serve on the Board based on his extensive leadership and expertise in technology and cybersecurity.

Except for the grant of 150,000 shares of the Company’s restricted common stock to Mr. Ensey pursuant to the Company’s 2025 Equity Incentive Plan, the vesting of which is subject to closing of the acquisition by the Company of Dogehash Technologies, Inc. pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025 by and among the Company, TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Dogehash, there are no arrangements or understandings between Mr. Ensey and any other persons pursuant to which Mr. Ensey was selected as a director. In addition, there are no related party transactions involving Mr. Ensey that are reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Events

OnThumzup ~~October~~Media ~~13,~~Corporation ~~2025,~~ (the “Company”) ~~issued~~has aprepared ~~press~~presentation ~~release~~materials ~~announcing~~ (the ~~appointment~~“Presentation ofMaterials”) ~~Christopher~~that management ~~Ensey~~intends asto ause ~~member~~from oftime ~~the~~to ~~Company’s~~time ~~Board.~~on Aand ~~copy~~after ofOctober 27, 2025, in presentations about the ~~press~~Company’s ~~release~~operations isand ~~attached~~performance. The ~~hereto~~Presentation Materials are filed as Exhibit 99.1, ~~which~~to isthis ~~incorporated herein~~Current byReport ~~reference~~on Form 8-K.

AsThe ~~previously~~information ~~disclosed,~~contained onin ~~October~~the 8,Presentation ~~2025,~~Materials ~~the~~is ~~Company~~summary ~~informed~~information ~~The~~that ~~Nasdaq~~should ~~Stock~~be ~~Market,~~considered ~~LLC~~within ~~(“Nasdaq”) that~~the itcontext ~~was~~of ~~not~~the inCompany’s filings ~~compliance~~ with the ~~Nasdaq~~Securities ~~Listing~~and ~~Rule~~Exchange ~~5605~~Commission (cthe “SEC”) asand aother ~~result~~public ofannouncements ~~Mr.~~that ~~Haag’s resignation from~~ the Company~~’s Board~~ ~~and~~may ~~its~~make by ~~committees~~press ~~and,~~release onor ~~October~~otherwise 9,from ~~2025,~~time ~~the~~to ~~Company~~time. ~~was~~The ~~notified~~Presentation byMaterials ~~Nasdaq~~speak as of ~~its~~the ~~non-compliance.~~date Asof athis ~~result~~Current ofReport Mron Form 8-K. ~~Ensey’s~~While ~~appointment~~the Company may elect to update the ~~Board~~Presentation ~~and~~Materials in the ~~audit~~future ~~committee~~or ofreflect ~~the~~events ~~Board,~~and ~~the~~circumstances ~~Company~~occurring ~~currently~~or existing ~~has~~after anthe ~~audit~~date ~~committee~~of ~~composed~~this ofCurrent ~~three~~Report ~~independent~~on ~~directors~~Form as8-K, ~~required~~the byCompany ~~Nasdaq~~specifically ~~Listing~~disclaims ~~Rule~~any ~~5605(c)~~obligation to do so.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		~~Press~~Presentation ~~release dated October 13, 2025~~Materials
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~-2-~~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.

Date: October 14, 2025	THUMZUP MEDIA CORPORATION
Date: October 27, 2025	THUMZUP MEDIA CORPORATION
	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer

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