Thumzup Media Corp 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period EndedSeptember 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _________ Commission File Number:001-42388 Thumzup Media Corporation(Exact name of registrant as Specified in its Charter) (800)403-6150(Registrant’s telephone number, including area code) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par value per shareTZUPThe Nasdaq Stock Market, LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the issuer’s common stock, $0.001par value per share, outstanding as of November 12, 2025 was16,541,342. Table of Contents PagePART I - FINANCIAL INFORMATION4ITEM 1.Financial Statements4Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20244Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025and 2024 (unaudited)5Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months EndedSeptember 30, 2025 and 2024 (unaudited)6Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025 and 2024(unaudited)8Notes to the Condensed Consolidated Financial Statements (unaudited)9ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24ITEM 3.Quantitative and Qualitative Disclosures About Market Risk30ITEM 4.Controls and Procedures30PART II - OTHER INFORMATION31ITEM 1.Legal Proceedings31ITEM 1A.Risk Factors31ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds32ITEM 3.Defaults Upon Senior Securities33ITEM 5.Other Information33ITEM 6.Exhibits33SIGNATURES352 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federalsecurities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-lookingstatements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”,“would”,“should”,“believe”,“expect”,“anticipate”,“plan”,“estimate”,“target”,“project”,“intend”,“foresee”and similarexpressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial andoperating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capitalexpenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources ofliquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on ourmanagement’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating tothe forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of produc