THUMZUP MEDIA Corp

For the period ended Dec 31, 2024. Filed Mar 11, 2025.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 11, 2025

DTCX$1.02-2.9%Stored close · as of Nov 9, 2026

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Contents

Index to Financial Statements

(1) Financial Statements.

The following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 457)	F-1
Balance Sheets as of December 31, 2024 and 2023	F-2
Statements of Operations for the Years Ended December 31, 2024 and 2023	F-3
Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-4
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-5
Notes to Financial Statements	F-6

(2) Financial Statement Schedules.

No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.

(3) Exhibits.

Incorporated by Reference
No.	Description	Form	File No.	Exhibit	Filing Date
3.1	Articles of Incorporation	S-1/A	333-255624	3.1	June 23, 2021
3.2	Certificate of Amendment to the Articles of Incorporation filed November 4, 2022	1-A/A	024-12067	3.2	December 9, 2022
3.3	Amended and Restated Bylaws	S-1	333-27982	3.3	June 20, 2024
3.4	Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock	8-K	333-255624	3.1	September 27, 2022
3.5	Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock	10-K	333-255624	3.5	March 20, 2024
4.1	Form of Common Stock Certificate	S-1/A	333-196735	4.1	June 23, 2021
4.2	Description of Registrant’s Securities	8-A	001-42388		October 28, 2024
10.1	Form of Securities Purchase Agreement	8-K	333-255624	10.1	September 27, 2022
10.2	Form of Escrow Agreement	1-A/A	024-12067	10.5	December 9, 2022
10.3	Form of Subscription Agreement	1-A/A	024-12067	4.1	December 9, 2022
10.4	Form of Securities Purchase Agreement	10-Q	333-255624	10.1	May 14, 2024
10.5	Form of Underwriting Agreement with Dawson James Securities, Inc.	S-1/A	333-279828	1.1	July 11, 2024
10.6	Form of Representative Warrant issued to Dawson James Securities, Inc.	S-1/A	333-279828	4.1	July 26, 2024
10.7+	Employment Agreement by and between the Company and Robert Steele dated October 18, 2022	1-A/A	024-12067	10.6	December 9, 2022
10.8+	First Amendment to Employment Agreement by and between the Company and Robert Steele dated June 1, 2023	10-K	024-12067	10.8	March 19, 2024
10.9+	Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024	S-1	333-279828	10.10	May 30, 2024
10.10+	Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024	S-1	333-279828	10.11	May 30, 2024
10.11	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023	10-K	024-12067	10.9	March 19, 2024
10.12	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated August 26, 2024	S-1/A	333-279828	10.14	August 26, 2024

10.13	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated September 24, 2024	S-1/A	333-279828	10.15	October 9, 2024
10.14*	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 21, 2024
10.15*	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 28, 2024
10.16+ 10.17+	2024 Equity Incentive Plan Amendment No. 1 to 2024 Equity Incentive Plan	S-1/A S-1/A	333-279828 333-279828	10.13 10.14	July 11, 2024 August 26, 2024
10.18	Code of Conduct And Ethics	S-1/A	333-27982	14.1	May 30, 2024
10.19	Compensation Recovery Policy	S-1/A	333-27982	99.4	May 30, 2024
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.
+	Denotes a management contract or compensatory plan.

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