Registration No. 333-279828
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
to
Form S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Thumzup Media Corporation
(Exact name of Registrant as specified in its charter)
| Nevada | | 511210 | | 85-3651036 |
| (State or other jurisdiction of | | (Primary Standard Industrial | | (IRS Employer |
| incorporation or organization) | | Classification Code Number) | | Identification No.) |
THUMZUP MEDIA CORPORATION
11854 W. Olympic Blvd, Ste 1100W #13,
Los Angeles, Ca 90064
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Robert Steele
Chief Executive Officer
11854 W. Olympic Blvd, Ste 1100W #13,
Los Angeles, Ca 90064
(800) 403-6150
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
with copies to:
Gregory Sichenzia, Esq. Jesse L. Blue, Esq.
Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas New York, NY 10036 (212) 930-9700 | | Ralph V. De Martino, Esq.
Marc E. Rivera, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, D.C. 20006
(202) 724-6848 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| | 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
Explanatory Note
This Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-279828) is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto. This Amendment No. 4 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it met all the requirements of the filing of Amendment No. 2 to Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in Los Angeles, California, on July 30, 2024.
| Thumzup Media Corporation | |
| | | |
| By: | /s/ Robert Steele | |
| | Robert Steele |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ Robert Steele | |
| | Robert Steele |
| | Chief Financial Officer |
| | (Principal Financial/Accounting Officer) |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ Robert Steele | | Chief Executive Officer (Principal Executive Officer) and | | July 30, 2024 |
| Robert Steele | | Chairman of the Board of Directors | | |
| | | | | |
| /s/ Robert Steele | | Chief Financial Officer | | July 30, 2024 |
| Robert Steele | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Robert Haag | | Director | | July 30, 2024 |
| Robert Haag | | | | |
EXHIBIT INDEX
| | | | | | | Incorporated by Reference |
| No. | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| 1.1* | | Form of Underwriting Agreement | | | | | | | | |
| 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 Representative Warrant | | S-/1A | | 333-279828 | | 4.1 | | July 26, 2024 |
| 4.2 | | Form of Common Stock Certificate | | S-1/A | | 333-196735 | | 4.1 | | June 23, 2021 |
| 5.1 | | Legal Opinion of Sichenzia Ross Ference Carmel LLP | | S-1/A | | 333-279828 | | 5.1 | | July 11, 2024 |
| 10.1 | | Form of Stock Purchase Agreement | | 10-K | | 333-255624 | | 10.1 | | March 17, 2022 |
| 10.2 | | Form of Common Stock Financing Term Sheet | | 10-K | | 333-255624 | | 10.2 | | March 17, 2022 |
| 10.3 | | Form of Registration Rights Agreement | | 10-K | | 333-255624 | | 10.3 | | March 17, 2022 |
| 10.4 | | Form of Securities Purchase Agreement | | 8-K | | 333-255624 | | 10.1 | | September 27, 2022 |
| 10.5 | | Form of Escrow Agreement | | 1-A/A | | 024-12067 | | 10.5 | | December 9, 2022 |
| 10.6 | | Form of Subscription Agreement | | 1-A/A | | 024-12067 | | 4.1 | | December 9, 2022 |
| 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 | | 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 |
| 10.10+ | | Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 | | S-1 | | 333-279828 | | 10.10 | | May 30, 2024 |
| 10.11+ | | Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 | | S-1 | | 333-279828 | | 10.11 | | May 30, 2024 |
| 10.12+ | | 2024 Equity Incentive Plan | | S-1/A | | 333-279828 | | 10.12 | | June 20, 2024 |
| 10.13+ | | Amendment No. 1 to 2024 Equity Incentive Plan | | S-/1A | | 333-279828 | | 10.13 | | July 11, 2024 |
| 14.1 | | Code of Conduct And Ethics | | S-1 | | 333-27982 | | 14.1 | | May 30, 2024 |
| 23.1 | | Consent of Sichenzia Ross Ference Carmel LLP (Included in Exhibit 5.1) | | S-/1A | | 333-279828 | | 23.1 | | July 11, 2024 |
| 23.2 | | Consent of Haynie & Company | | S-/1A | | 333-279828 | | 23.2 | | July 26, 2024 |
| 99.1 | | Audit Committee Charter | | S-1 | | 333-27982 | | 99.1 | | May 30, 2024 |
| 99.2 | | Compensation Committee Charter | | S-1 | | 333-27982 | | 99.2 | | May 30, 2024 |
| 99.3 | | Nominating And Corporate Governance Committee Charter | | S-1 | | 333-27982 | | 99.3 | | May 30, 2024 |
| 99.4 | | Compensation Recovery Policy | | S-1 | | 333-27982 | | 99.4 | | May 30, 2024 |
| 99.5 | | Whistleblower Policy | | S-1 | | 333-27982 | | 99.5 | | May 30, 2024 |
| 99.6 | | Consent of Joanna Massey to be named as director nominee. | | S-1 | | 333-27982 | | 99.6 | | June 20, 2024 |
| 99.7 | | Consent of Paul Dickman to be named as director nominee. | | S-1 | | 333-27982 | | 99.7 | | June 20, 2024 |
| 99.8 | | Consent of Isaac Dietrich to be named as director nominee. | | S-1 | | 333-27982 | | 99.8 | | June 20, 2024 |
| 107* | | Filing Fee Table | | | | | | | | |
| 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. |
| ** | To be filed by amendment. |
| *** | Previously filed. |
| + | Denotes a management contract or compensatory plan. |
