8-K
Myseum.AI, Inc. (MYSE)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): June 2, 2023
DATCHAT, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40729 | 47-2502264 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
204 Neilson Street
New Brunswick, NJ 08901(Address of principal executive offices, including ZIP code)
(732)
374-3529 (Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock. $0.0001 par value | DATS | The Nasdaq Stock Market LLC |
| Series<br> A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.98 | DATSW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 2, 2023, DatChat, Inc.(the “Company”) issued a press release providing an update on the Company’s share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press<br> release dated June 2, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2023
| DATCHAT, INC. |
|---|
| /s/ Darin Myman |
| Darin<br> Myman |
| Chief<br> Executive Officer |
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Exhibit99.1
DatChat,Inc. Provides Update on Share Repurchase Program
NewBrunswick, NJ, June 2, 2023 — DatChat, Inc. (“DatChat” or the “Company”) (Nasdaq: DATS), today provided an update on the $2 million share repurchase program (the “Share Repurchase Program”) authorized by the Company’s Board of Directors on January 6, 2023.
The Company reported that it has purchased 667,691 shares of common stock at an average price of $0.5949 per share as of 5/31/2023.
Additional shares may be repurchased from time to time in open market transactions, or other means in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b -18 of the Exchange Act. The timing, number of shares repurchased, and prices paid for the stock under this program will depend on general business and market conditions as well as corporate and regulatory limitations, including blackout period restrictions.
AboutDatChat, Inc.
DatChat Inc. is a blockchain, metaverse, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others. The DatChat Messenger & Private Social Network presents technology that allows users to change how long their messages can be viewed before or after users send them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls. DatChat’s patented technology offers users a traditional texting experience while providing control and security for their messages. With DatChat Messenger, a user can decide how long their messages last on a recipient’s device, while feeling secure that at any time, they can delete individual messages or entire message threads, making it like the conversation never happened.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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