10-K/A: Thumzup Media Corporation Files Amendment to 10-K, Addressing Omitted Information on Directors, Executive Pay, and Governance

Thumzup Media Corporation files an amendment to its annual report on Form 10-K to include previously omitted information regarding directors, executive compensation, and corporate governance.

Summary

• Thumzup Media Corporation filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2024.
• The amendment includes information required by Part III (Items 10-14) of Form 10-K, which was omitted from the original filing on March 11, 2025.
• The company did not file a definitive proxy statement for its 2025 Annual Meeting of Stockholders within 120 days after the end of its fiscal year, necessitating this amendment.
• The company is a smaller reporting company and has elected to provide certain scaled disclosures permitted under the Exchange Act.
• The amendment does not reflect events occurring after the filing of the Original 10-K and should be read in conjunction with the Original 10-K and subsequent filings.
• As of April 25, 2025, there were 9,504,314 shares of the registrant's common stock outstanding.
• The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $11,794,114 as of June 30, 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document is primarily factual, presenting required disclosures. While there are some related party transactions, they are disclosed, and the company is taking steps to improve its corporate governance.

Positives

• The company has established three board committees: Audit, Compensation, and Nominating and Corporate Governance.
• The Board has determined that Joanna Massey, Paul Dickman, and Robert Haag each meet the independence standards established by the Nasdaq Stock Market.
• The company has a Code of Conduct and Ethics available on its website.
• The company has an equity incentive plan to attract and retain employees, consultants, and directors.

Negatives

• The company had to file an amendment to its annual report due to omitting required information in the original filing.
• The company has incurred net losses for the years 2022, 2023 and 2024.
• Several related party transactions have occurred, including payments to Elev8 New Media, LLC, a company affiliated with a director, and promissory notes with Westside Strategic Partners, LLC, also affiliated with a director.

Risks

• Related party transactions could present potential conflicts of interest.
• The company's ability to achieve certain net monthly ad revenue milestones is uncertain, which could impact executive compensation.
• The company's stock price could be volatile, as evidenced by the changes in Total Shareholder Return from 2022 to 2024.
• The company's reliance on key personnel, such as Robert Steele and Isaac Dietrich, could pose a risk if they were to leave the company.

Future Outlook

Robert Steele's and Isaac Dietrich's base salaries will increase upon the company achieving certain net monthly ad revenue milestones from Thumzup advertisers for paid posters.

Industry Context

The document provides insight into the corporate governance and executive compensation practices of a smaller reporting company in the media and advertising technology sector, which is relevant for understanding the competitive landscape and investment considerations within this industry.

Comparison to Industry Standards

• Executive compensation structures, including salary, bonuses, and equity awards, are common practices in publicly traded companies to incentivize and retain key personnel.
• The use of independent directors and board committees is a standard corporate governance practice to ensure oversight and accountability.
• Equity incentive plans are widely used to align the interests of employees, consultants, and directors with those of shareholders.
• Related party transactions are subject to scrutiny and require disclosure to ensure transparency and fairness.

Related Party Transactions

• On November 18, 2022, the Company entered into a Media Relations Services Agreement with Elev8 New Media, LLC, of which one of our directors, Robert Haag, is a member.
• On February 28, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, subscribed to purchase 11,150 shares of common stock at $4.50 per share for a subscription amount of $50,175 under the Company's qualified offering under Regulation A+.
• On June 27, 2023, Westside subscribed to purchase 11,140 shares of common stock at $4.50 per share for a subscription amount of $50,130 under the Company's qualified offering under Regulation A+.
• On September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages due under Registration Rights Agreements for failing to file and maintain a registration statement covering the shares.
• On December 4, 2023, Westside entered into a Promissory Note with the Company for $30,000 (First Westside Note).
• On March 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $50 per share for a subscription in the amount of $50,000.
• On March 20, 2024, Joanna Massey acquired 800 shares of our Series B Preferred Stock at $50 per share for a subscription in the amount of $40,000.
• On August 26, 2024, Westside entered into a Promissory Note with the Company for $60,000 (Second Westside Note).
• On September 24, 2024, Westside entered into a Promissory Note with the Company for $80,000 (Third Westside Note).
• On October 21, 2024, Westside entered into a Promissory Note with the Company for $50,000 (Fourth Westside Note).
• On October 28, 2024, Westside entered into a Promissory Note with the Company for $20,000 (Fifth Westside Note).
• During the year ended December 31, 2024, Joanna Massey received 683 common shares as dividends due under the Series B Preferred Certificate of Designation.
• During the year ended December 31, 2024, Westside received 854 common shares as dividends due under the Series B Preferred Certificate of Designation.
• During the years ended December 31, 2024 and 2023, Westside received 2,389 and 2,179 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred Certificate of Designation.
• During the years ended December 31, 2024 and 2023, Joanna Massey received and 117 and 100 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred Certificate of Designation.
• During the years ended December 31, 2024 and 2023, Isaac Dietrich received 59 and 50 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred Certificate of Designation.
• On March 15, 2025, Westside received 627 shares of Series A Preferred and 337 shares of common as dividends due under the Series A and Series B Preferred Certificates of Designation, respectively.
• On March 15, 2025, Joanna Massey received 31 shares of Series A Preferred and 270 shares of common as dividends due under the Series A and Series B Preferred Certificates of Designation, respectively.
• On March 15, 2025, Isaac Dietrich received 15 shares of Series A Preferred as dividends due under the Series A Preferred Certificate of Designation.

Stakeholder Impact

• Shareholders: The amendment provides additional information about the company's governance, executive compensation, and ownership structure, which is important for making informed investment decisions.
• Employees: The equity incentive plan provides employees with the opportunity to participate in the company's success.
• Customers: The company's focus on increasing ad revenue could lead to improvements in its AdTech platform and mobile app, benefiting customers.
• Suppliers: The company's financial performance and ability to raise capital could impact its relationships with suppliers.
• Creditors: The company's ability to repay its debts is dependent on its financial performance and ability to raise capital.

Next Steps

• The company will continue to operate under its corporate governance guidelines and Code of Conduct and Ethics.
• The company will administer its 2024 Equity Incentive Plan.
• The company will hold its 2025 Annual Meeting of Stockholders.

Key Dates

Keywords

corporate governance, executive compensation, directors, annual report, Thumzup Media Corporation, Form 10-K/A, amendment