Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 4, 2025, Robert Haag informed Thumzup Media Corporation (the "Company") that he resigned from the Company's Board of Directors (the "Board") as well as the Company's audit committee, compensation committee and nominating and corporate governance committee effective as of October 4, 2025. Mr. Haag's resignation was not the result of any disagreement with the Company, any matter related to the Company's operations, policies or practices, the Company's management or the Board.

As a result of Mr. Haag's resignation, on October 8, 2025, the Company informed The Nasdaq Stock Market, LLC ("Nasdaq") that it was not in compliance with the Nasdaq Listing Rule 5605(c), and, on October 9, 2025, the Company was notified by Nasdaq of its non-compliance. Nasdaq Listing Rule 5605(c) requires, among other things, that the Company have an audit committee that has at least three members, each of whom must (i) be an Independent Director (as defined in Nasdaq Listing Rule 5605(a)(2)), (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements.

In accordance with Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, which cure period will expire at the earlier of its next annual meeting of stockholders or October 5, 2026. The Company intends to appoint an additional independent director to its audit committee prior to the end of the cure period.

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