Myseum.AI, Inc 10-Q for FY2025 Q3
Myseum.AI, Inc. (MYSE)
About this 10-Q
Myseum.AI, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $328
- up 429.0% from $62 a year earlier
- Net loss
- $1.2M
- compared with a net loss of $1.27M a year earlier
- Diluted EPS
- -$0.28
- compared with -$0.42 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ___________ to ___________
Commission File Number.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by checkmark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange 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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405
of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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 13(a) of the Exchange Act.
Indicate by checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 13, 2025, there were
MYSEUM, INC.
FORM 10-Q
September 30, 2025
INDEX
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout our Annual Report on Form 10-K as filed with the SEC on March 31, 2025. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:
| ● | our business strategies; |
| ● | the timing of regulatory submissions; |
| ● | our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain; |
| ● | risks related to market acceptance of products; |
| ● | intellectual property risks; |
| ● | risks associated to our reliance on third party organizations; |
| ● | our competitive position; |
| ● | our industry environment; |
| ● | our anticipated financial and operating results, including anticipated sources of revenues; |
| ● | assumptions regarding the size of the available market, benefits of our products, product pricing and timing of product launches; |
| ● | management’s expectation with respect to future acquisitions; |
| ● | statements regarding our goals, intentions, plans and expectations, including the introduction of new products and markets; and |
| ● | our cash needs and financing plans. |
The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits our Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date hereof. Because the risk factors referred to in our Annual Report on Form 10-K, as filed with the SEC on March 31, 2025, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all the information presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
ii
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments, at fair value | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred offering costs | ||||||||
| Property and equipment, net | ||||||||
| Capitalized internal-use software, net | ||||||||
| Operating lease right-of-usee asset, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Notes payable | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease liability, current portion | ||||||||
| Contract liabilities | ||||||||
| Total Current Liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Operating lease liability, less current portion | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 10) | ||||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock ($ | ||||||||
| Series A Preferred stock ($ | ||||||||
| Series B Preferred stock ($ | ||||||||
| Common stock ($ | ||||||||
| Common stock to be issued ( | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost ( | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Myseum, Inc. Stockholders' Equity | ||||||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
1
MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| NET REVENUES | $ | | $ | | $ | $ | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Compensation and related expenses | ||||||||||||||||
| Marketing and advertising expenses | ||||||||||||||||
| Professional and consulting expenses | ||||||||||||||||
| Research and development expense | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES): | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| Gain on deconsolidation of variable interest entities | ||||||||||||||||
| Foreign currency exchange loss | ( | ) | ||||||||||||||
| Total other income, net | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss of subsidiary attributable to noncontrolling interest | ( | ) | ||||||||||||||
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| COMPREHENSIVE LOSS: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive gain: | ||||||||||||||||
| Unrealized foreign currency translation gain | ||||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS PER COMMON SHARE: | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
2
MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Series B Preferred Stock | Common Stock | Common Stock to be Issued | Additional Paid-in | Treasury Stock | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Gain (Loss) | Deficit | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||
| Accretion of stock based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash, net of allocated offering costs of $ | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Initial recording on noncontrolling interest | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock based professional fees in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest | - | - | - | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock based professional fees in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||
3
| Series B Preferred Stock | Common Stock | Common Stock to be Issued | Additional Paid-in | Treasury Stock | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Gain (Loss) | Deficit | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based professional fees in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in subsidiary for services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash, net of allocated offering costs of $ | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of pre-funded warrants, net of allocated offering costs of $ | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cashless exercise of pre-funded warrants | - | - | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Initial recording on noncontrolling interest | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based professional fees in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in subsidiary for cash | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest from RPM ownership changes | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based compensation in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of stock-based professional fees in connection with stock option grants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in subsidiary for cash | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
4
MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right of use asset | ||||||||
| Stock-based compensation | ||||||||
| Stock-based professional fees | ||||||||
| Stock-based professional fees - RPM Interactive | ||||||||
| Gain on deconsolidation of variable interest entities | ( | ) | ||||||
| Foreign currency exchange loss | ||||||||
| Non-cash research and development expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of short-term investments | ||||||||
| Purchase of short-term investments, net | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ||||||
| Increase in intangible assets - capitalization of internal-use software | ( | ) | ||||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock, net | ||||||||
| Proceeds from sale of subsidiary common stock | ||||||||
| Proceeds from sale of pre-funded warrants | ||||||||
| Proceeds from notes payable | ||||||||
| Payment of deferred offering costs | ( | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS - beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS - end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Initial recording and changes in noncontrolling interest deficit | $ | $ | ||||||
| Common stock issued for future sale pursuant to ATM offering | $ | $ | ||||||
| Initial recognition of right-of-use asset and lease liability | $ | $ | ||||||
| Common stock issued for future services | $ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
5
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Myseum, Inc. (the “Company” or “Myseum”)
was incorporated in the State of Nevada on
On June 16, 2022, the Company formed a majority owned subsidiary, RPM Interactive, Inc. under the name SmarterVerse, Inc., a company incorporated under the laws of the State of Nevada (“RPM Interactive”). On February 14, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from SmarterVerse, Inc. to Dragon Interactive Corporation. On August 7, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from Dragon Interactive Corporation to Dragon Interact, Inc. On November 21, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from Dragon Interact, Inc. to RPM Interactive, Inc.
On February 14, 2023, RPM Interactive entered
into a subscription agreement with Metabizz, LLC. In connection with the subscription agreement, RPM Interactive sold Metabizz, LLC
On January 10, 2024, VR Interactive LLC (“VR
Interactive”), a company
On February 14, 2023, based on the Company’s analysis, Metabizz, LLC and Metabizz SAS were determined to be variable interest entities (see below). Metabizz, LLC and Metabizz SAS were formed by a group of technology professionals to provide programming services only to RPM Interactive. One of the founders of Metabizz, LLC was the chief technology officer of RPM Interactive. On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and pays technology professionals directly.
On August 27, 2024, the Company entered into an
Asset Purchase Agreement with Judaopta LLC, a Delaware limited liability company (the “Seller”), pursuant to which it acquired
from Seller (i) certain software (the “RenAI Software”), which consists of an artificial intelligence (AI) tool designed used
for media library organization with the ability to tag and rename images for PC and MAC devices using AI with integration to Gemini, OpenAI
and Claude and (ii) certain domain names (the “Assets”) in consideration for the transfer by the Company of
On October 29, 2024 (the “Closing Date”
and measurement date), RPM Interactive, the Company’s subsidiary, entered into and closed on a Share Exchange Agreement (the “Share
Exchange Agreement”) with (i) RPM Interactive, Inc., a private Florida corporation incorporated on August 23, 2024 (“RPM Florida”);
and (ii) the shareholders of RPM Florida. Pursuant to the Share Exchange Agreement, RPM Interactive acquired
6
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2024 of the Company which were included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2025.
The Company consolidates its subsidiaries that are wholly-owned and majority owned, and entities that are variable interest entities (“VIE”) where the Company is determined to be the primary beneficiary. The Company’s unaudited consolidated financial statements include the accounts of the parent entity. Myseum, Inc., its wholly-owned subsidiary, DatChat Patents II, LLC, and RPM Interactive, which was a majority-owned subsidiary through August 27, 2024 and became a VIE after August 27, 2024, and VIE entities, Metabizz, LLC and Metabizz SAS through March 31, 2024, at which date the Metabizz VIE entities were deconsolidated. All intercompany accounts and transactions have been eliminated in consolidation.
On March 31, 2024, based on the Company’s
analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. On or prior to March 31, 2024, the Company ceased doing business
with Metabizz, LLC and Metabizz SAS and now pays technology professionals directly. In connection with the deconsolidation of Metabizz,
LLC and Metabizz SAS, during the year ended December 31, 2024, the Company recorded a gain on deconsolidation of $
Noncontrolling interests
The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying consolidated statements of operations and comprehensive loss. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.
The Company allocates certain corporate common expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses. Management believes that this allocation method is reasonable.
7
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
The Company accounts for its noncontrolling interest
in RPM Interactive in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate
component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling
interest be clearly identified and presented on the face of the consolidated statements of operations. Through January 10, 2024, the date
that VR Interactive purchased
Variable interest entities
Pursuant to ASC 810-10-25-22, an entity is defined as a VIE if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly impact the VIE’s economic performance and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis.
Based on the Company’s analysis, on February
14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”),
were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not
have the characteristics of a controlling financial interest and the initial equity investments in these entities may be or are insufficient
to meet or sustain its operations without additional subordinated financial support from Myseum. The equity owners of Metabizz had only
a nominal equity investment at risk, and the Company absorbed or received a majority of the entity’s expected losses or benefits.
The Company participated significantly in the design of Metabizz. The Company previously provided working capital advances to Metabizz
to allow Metabizz to fund its day-to-day obligations. Substantially all of the activities of Metabizz were conducted for the Company’s
benefit, as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by
RPM Interactive and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development
services on behalf of the Company. Repayment of the working capital advances is not guaranteed by the equity owner of Metabizz and creditors
of Metabizz do not have recourse against the Company. Accordingly, the Company was required to consolidate the assets, liabilities, revenues
and expenses of Metabizz using the fair value method. Additionally, the managing partner of Metabizz was also the Chief Innovation Officer
of RPM Interactive. Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation.
On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three
months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals
directly. In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the
Company recorded a gain on deconsolidation of $
8
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Immediately following the August 27, 2024 Asset Purchase Agreement with the Seller (See Note 1), the Company owned
The Company’s consolidated balance sheets included the following assets and liabilities from its VIE:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Deferred offering costs | ||||||||
| Intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Notes payable | $ | $ | ||||||
| Due to Myseum (eliminates in consolidation) | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Total liabilities | $ | $ | ||||||
Liquidity
The accompanying unaudited consolidated financial
statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and
commitments in the ordinary course of business. As of September 30, 2025, the Company had cash and cash equivalents of $
Use of estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the consolidated financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include assumptions used in assessing impairment of long-term assets, the valuation of intangible assets, the valuation of digital currencies and other digital assets, the valuation of lease liabilities and related right of use assets, the valuation of short-term investments, the valuation of deferred tax assets, the fair value of assets and liabilities of VIE’s on the initial VIE consolidation date, the allocation of corporate expenses to subsidiaries which impacts noncontrolling interest, and the fair value of non-cash equity transactions.
Cash and cash equivalents
The Company considers all highly liquid debt instruments
and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains
cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”).
The Company’s account at this institution is insured by the FDIC up to $
9
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Fair value measurements and fair value of financial instruments
The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, and due to related party are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024.
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s short-term investments are level 1 measurements and are based on redemption value at each date.
Short-term investments
The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of highly rated U.S. government securities with maturities of more than two months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive gain (loss) and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Short-term investments are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics.
An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost-basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis.
Accounts receivable
The Company recognizes an allowance for losses
on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected
credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future
write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible.
On January 1, 2023, the Company adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance
is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current
expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial
factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized
in general and administrative expenses. As of September 30, 2025 and December 31, 2024, accounts receivable amounted to $
Property and equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
10
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Capitalized internal-use software costs
The Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use Software. Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.
Impairment of long-lived assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.
Deferred offering costs
The Company has capitalized certain offering costs
related to its efforts to raise capital through the sale of its common stock pursuant to an Equity Sales Agreement of $
Revenue recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration which the entity expects to be entitled in exchange for those goods or services.
In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company recognizes revenues from subscription fees from the Company’s messaging application in the month they are earned. Annual and lifetime subscription payments received that are related to future periods are recorded as deferred revenue to be recognized as revenues over the contract term or period. Lifetime subscriptions are being recognized to revenues over the estimated useful life of the subscription of 12 months. During the three and nine months ending September 30, 2025 and 2024, all of the Company’s revenue was generated from subscription revenues.
Research and Development
Research and development costs incurred in the
development of the Company’s products are expensed as incurred and include costs such as outside development costs, salaries and
other allocated costs incurred. During the three months ending September 30, 2025 and 2024, research and development expense amounted
to and $
11
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Advertising Costs
The Company applies ASC 720 “Other Expenses”
to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses advertising costs as they are incurred. Advertising
costs were $
Leases
The Company applied ASC Topic 842, Leases (Topic 842) to arrangements with lease terms of 12 months or more. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.
Income taxes
The Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provision of ASC 740-10
related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions
taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of
a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management
believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than
not recognition threshold are measured at the largest amount of tax benefit that is more than
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to account for forfeitures as they occur.
12
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Foreign currency translation
The reporting currency of the Company is the U.S. dollar. Except for Metabizz SAS, the functional currency of the Company is the U.S. dollar. The functional currency of the Company’s VIE, Metabizz SAS, is the Columbian Peso (“COP”). For Metabizz SAS, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. The cumulative translation adjustment and effect of exchange rate changes on cash for the nine months ended September 30, 2025 and 2024 were in both periods. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz SAS (See Note 1).
Basic and diluted net loss per share
Basic net loss per share is computed by dividing
the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the
weighted average number of common shares and potentially dilutive securities outstanding during the period.
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Common stock equivalents: | ||||||||
| Common stock warrants | ||||||||
| Common stock options | ||||||||
| Total | ||||||||
Segment reporting
The Company operates as a single operating segment
as a technology-based company that is developing social media applications and technologies.
Recent accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update require internal-use software development cost capitalization to begin when both of the following occur: management has authorized and committed to funding the software project, and it is probable that the project will be completed and that the software will be used to perform its intended function. The amendments also eliminate the accounting considerations of software development stages. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact ASC 2025-06 will have on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.
13
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
NOTE 3 – SHORT-TERM INVESTMENTS
On September 30, 2025 and December 31, 2024, the Company’s short-term investments consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Cost | Unrealized Gain | Fair Value | Cost | Unrealized Gain | Fair Value | |||||||||||||||||||
| US Treasury zero coupon bills | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Total short-term investments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
As of September 30, 2025, short-term investments mature between November 2025 to May 2026.
NOTE 4 – PROPERTY AND EQUIPMENT
On September 30, 2025 and December 31, 2024, property and equipment consisted of the following:
| Useful life | September 30, 2025 | December 31, 2024 | ||||||||
| Furniture and fixture | $ | $ | ||||||||
| Computer equipment | ||||||||||
| Leasehold improvements | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| $ | $ | |||||||||
For the three months ended September 30, 2025
and 2024, depreciation of property and equipment amounted to $
NOTE 5 – INTERNAL-USE SOFTWARE
As of September 30, 2025 and December 31, 2024, internal-use software, net consists of the following:
Useful
Life | September 30, 2025 | December 31, 2024 | ||||||||
| Internal-use software | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ||||||||
| Internal-use software, net | $ | $ | ||||||||
14
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
On October 29, 2024 (the “Closing Date”
and measurement date), RPM Interactive entered into and closed on a Share Exchange Agreement (the “Share Exchange Agreement”)
with (i) RPM Florida and (ii) the shareholders of RPM Florida (See Note 1). Pursuant to the Share Exchange Agreement, RPM Interactive
acquired
During the nine months ending September 30, 2025,
the Company capitalized certain software development costs incurred amounting to $
For the three and nine months ended September
30, 2025, amortization of intangible assets amounted to $
NOTE 6 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES
On August 27, 2021, the Company entered into
an amendment to its lease agreement with its landlord to modify the facility lease to relocate and increase the square footage of
the lease premises. The term of
On April 24, 2025, upon the execution of the amendment
agreement, the Company recorded right-of-use assets and operating lease liabilities of $
Right-of- use assets are summarized below:
| September 30, 2025 | December 31, 2024 | |||||||
| Office lease | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Right-of-use asset, net | $ | $ | ||||||
15
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Operating Lease liabilities are summarized below:
| September 30, 2025 | December 31, 2024 | |||||||
| Office lease | $ | $ | ||||||
| Reduction of lease liability | ( | ) | ( | ) | ||||
| Total lease liability | ||||||||
| Less: current portion | ( | ) | ||||||
| Long term portion of lease liability | $ | $ | ||||||
Minimum lease payments under the non-cancelable operating lease on September 30, 2025 are as follows:
| For the year ended September 30: | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | $ | |||
| Total | ||||
| Less: present value discount | ( | ) | ||
| Total operating lease liability | $ | |||
NOTE 7 – NOTES PAYABLE
On September 17, 2025, RPM Interactive received
$
As of September 30, 2025, the pricing of the contingent
future financing has not occurred, and the fair value of the Warrant component is not reliably determinable due to the uncertainty of
the future inputs. Accordingly, the full proceeds of $
During the nine months ended September 30, 2025,
the Company recorded $
NOTE 8 – RELATED PARTY TRANSACTIONS
See Note 10 for the Employment Agreement with the Company’s chief executive officer, Darin Myman.
During the nine months ended September 30, 2025
and 2024, the wife of the Company’s chief executive officer was employed as an executive secretary and earned $
On January 10, 2024, VR Interactive LLC (“VR
Interactive”), a company
16
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
NOTE 9 – STOCKHOLDERS’ EQUITY
Shares Authorized
The authorized capital stock consists of
2021 Omnibus Equity Incentive Plan
On July 26, 2021, the Company adopted the 2021
Omnibus Equity Incentive Plan (the “2021 Equity Plan”) and authorized the reservation of
Preferred Stock
Series A Preferred Stock
Series B Preferred Stock
On August 4, 2023, the Board filed the Certificate
of Designation of Preferences (“COD”), Rights and Limitations of Series B Preferred Stock (the “Series B COD”)
with the Secretary of State of the State of Nevada designating
The outstanding shares of Series B preferred shall
be redeemed in whole, but not in part (i) if such redemption is ordered by the board of directors, or (ii) automatically and effective
immediately after the effectiveness of an anticipated Authorized Stock increase. The aggregate consideration payable for the outstanding
Series B Preferred redeemed in the redemption shall be $
From and after the time at which the shares of Series B Preferred Stock is called for Redemption (whether automatically or otherwise) in accordance with Series B COD, such shares of Series B Preferred Stock shall cease to be outstanding, and the only right of the former holder of such shares of Series B Preferred Stock, as such, will be to receive the applicable Redemption Price. The shares of Series B Preferred Stock redeemed by the Company pursuant to the Series B COD shall be automatically retired and restored to the status of an authorized but unissued share of Preferred Stock, effective immediately after such Redemption.
On August 4, 2023, the Company issued
17
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Common Stock
Sale of Common Stock and Warrants
2024
On January 16, 2024, the Company entered into
an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC (the “Representative”), as the representative
of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”)
of
The per share exercise price for the Pre-Funded
Warrants was $
The Company is using the net proceeds from the Offering for general corporate purposes, for sales and marketing and for research and development.
The Underwriting Agreement contained customary
representations, warranties and covenants made by the Company. It also provided for customary indemnification by each of the Company and
the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities
under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the
terms of the Underwriting Agreement, each of the Company’s directors and executive officers entered into “lock-up” agreements
with the Representative that generally prohibit, without the prior written consent of the Representative and subject to certain exceptions,
the sale, transfer or other disposition of securities of the Company until July 17, 2024. Further, pursuant to the terms of the Underwriting
Agreement, the Company agreed for a period of
2025
Common Stock Sold for Cash
On January 7, 2025, the Company entered into an
engagement agreement with The Benchmark Company, LLC, as exclusive placement agent (“Benchmark” or the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection
with the Offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to
On January 8, 2025, in connection with the Benchmark
engagement letter, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors, pursuant to which the Company agreed to sell to such investors
18
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Equity Sales Agreement
On February 10, 2025, the Company entered into
a Sales Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (“Benchmark”) to sell shares of the
Company’s common shares (the “Shares”) having an aggregate sales price of up to $
The Company will pay Benchmark a commission rate
equal to
2023 Stock Repurchase Plan
On January 6, 2023, the Board of Directors of
the Company approved a stock repurchase program authorizing the purchase of up to $
Common Stock Issued for Professional Services
On July 25, 2023, the Company issued
On January 25, 2024, RPM Interactive entered
into a 9-month consulting agreement with an individual for business development, financial and market due diligence services to be rendered
over the term of the agreement. In connection with this consulting agreement, RPM Interactive issued
19
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
On September 9, 2025, the Company entered into
a 6-month consulting agreement for media campaign services to the Company. As compensation to the consultant, the Company shall pay $
RPM Interactive Shares Issued for Asset Purchase
On October 29, 2024, in connection with a Share
Exchange Agreement, RPM Interactive issued
Cancellation of RPM Interactive Shares
On January 14, 2025, the Company agreed to cancel
Stock Options
2025
On January 14, 2025, the Company granted an aggregate
of
On June 8, 2025, the Company granted an aggregate
of
On August 18, 2025, the Company granted an aggregate
of
During the nine months ended September 30, 2025
and 2024, certain employees were terminated and accordingly,
20
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
During the nine months ended September 30, 2025,
accretion of stock-based expense related to stock options amounted to $
During the nine months ended September 30, 2025,
the stock options were valued at the grant date using a Black-Scholes option pricing model with the following assumptions.
| 2025 | ||||
| Dividend rate | ||||
| Term (in years) | ||||
| Volatility | ||||
| Risk—free interest rate |
The following is a summary of the Company’s stock option activity for the nine months ended September 30, 2025 as presented below:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Balance on December 31, 2024 | $ | |||||||||||
| Granted | - | |||||||||||
| Cancelled | ( | ) | ( | ) | - | |||||||
| Balance on September 30, 2025 | $ | |||||||||||
| Options exercisable on September 30, 2025 | $ | |||||||||||
| Weighted average fair value of options granted during the 2025 period | $ | |||||||||||
On September 30, 2025, the aggregate intrinsic
value of options outstanding was $
Common Stock Warrants
On January 16, 2024, in connection with the Underwriting
Agreement, the Company sold pre-funded warrants to purchase up to
21
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
A summary of the Company’s outstanding stock
warrants, including
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Balance on December 31, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Balance on September 30, 2025 | ||||||||||||
| Warrants exercisable on September 30, 2025 | $ | |||||||||||
On September 30, 2025, the aggregate intrinsic
value of warrants outstanding was $
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Operating Lease Agreement
See Note 6 for disclosure on the Company’s operating lease for its offices.
Employment Agreement
Chief Executive Officer of Myseum, Inc.
On August 27, 2021 (the “Effective Date”),
the Company entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant
to which Mr. Myman’s (i) base salary will increase to $
During the nine months ended September 30, 2025
and 2024, the compensation committee of the board of directors of the Company approved and the Company recorded a bonus to the Company’s
chief executive officer in the amount of $
22
MYSEUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
Chief Executive Officer of RPM Interactive
On April 8, 2025, RPM Interactive entered into
an employment agreement (the “Matthews Employment Agreement”) with Michael Mathews to serve as the Chief Executive Officer
of RPM Interactive, effective upon the closing of RPM Interactive’s initial public offering. Pursuant to the Matthews Employment
Agreement, Mr. Mathews shall receive an annual base salary of $
In the event Mr. Mathews’ employment is terminated by RPM Interactive without Cause (as defined in the Employment Agreement), by Mr. Mathews for Good Reason (as defined therein), or due to death or Total Disability, he shall be entitled to receive: (i) any accrued but unpaid compensation and vacation pay; (ii) any unreimbursed business expenses; and (iii) six months of base salary continuation. If Mr. Mathews elects continuation of health coverage under COBRA, RPM Interactive will continue to pay its portion of such premiums during the salary continuation period. In addition, any equity awards held by Mr. Mathews shall become fully vested upon a Change in Control or upon a termination by RPM Interactive without Cause or by Mr. Mathews for Good Reason.
Chief Financial Officer of RPM Interactive
On April 8, 2025, RPM Interactive entered into
an employment agreement (the “Linsley Employment Agreement”) with W. David Linsley, pursuant to which Mr. Linsley was appointed
as Chief Financial Officer of RPM Interactive, effective upon the closing of RPM Interactive’s initial public offering. Under the
Linsley Employment Agreement, Mr. Linsley will receive an annual base salary of $
In the event of termination by RPM Interactive without Cause, by Mr. Linsley for Good Reason, or due to death or Total Disability (as each term is defined in the Employment Agreement), Mr. Linsley is entitled to receive: (i) any accrued but unpaid salary and vacation; (ii) any unreimbursed business expenses; (iii) six months of continued base salary; and (iv) if elected, COBRA premium subsidies for the same period. In addition, in the event of a Change in Control or a qualifying termination, any equity awards previously granted to Mr. Linsley shall become fully vested.
Chief Technology Officer of RPM Interactive
On April 8, 2025 (the “Effective Date”),
RPM Interactive entered into an employment agreement (the “Warren Employment Agreement”) with Daniel Warren, pursuant to which
Mr. Warren was appointed as Chief Technology Officer of RPM Interactive, effective upon the closing of RPM Interactive’s initial
public offering. Under the Warren Employment Agreement, Mr. Warren will receive an annual base salary of $
In the event Mr. Warren’s employment is terminated by RPM Interactive without Cause, by Mr. Warren for Good Reason, or as a result of death or Total Disability, he shall be entitled to: (i) accrued compensation and unused vacation; (ii) reimbursement of unreimbursed expenses; (iii) six months of base salary continuation; and (iv) subsidized COBRA coverage for the salary continuation period. In addition, all unvested equity awards shall become fully vested upon a Change in Control or termination by RPM Interactive without Cause or by Mr. Warren for Good Reason.
Ambassador Settlement
Prior to the Company’s IPO, the Company
initiated a proposed “Ambassador Program” as a means to reward early investors for being Company brand ambassadors, helping
the Company create value by using and letting others know about the Company and its products. However, the program never came to full
fruition. In connection with a recent review and evaluation of this initiative, management made a determination regarding the value of
what the eligible investors would have received. As a result, the Company made outreach to these investors to provide them with an opportunity
to claim their reward payments, and distributions began in January 2025. The maximum estimated total potential distribution under this
program is expected to be approximately $
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the Securities Exchange Commission, or SEC. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. All amounts in this report are in U.S. dollars, unless otherwise noted.
Overview
We are a private messaging, cybersecurity, 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. We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve the same right to privacy online that we enjoy in our own living rooms. Our flagship product, DatChat Messenger & Private Social Network, is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve. In March 2025, we expanded our business and product offerings to include the development of our Myseum platform, a secure digital content management and storage solution for families, groups and individuals. In addition, as a result of our acquisition of RPM Interactive, Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc. (recently renamed RPM Interactive, Inc.) away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming platforms. See “Business – RPM Interactive, Inc.” and “Business – The Habytat.”
DatChat Messenger & Private Social Network
Our platform allows users to exercise control over their messages and posts, even after they are sent. Through our application, users can delete messages that they have sent, on their own device and the recipient’s device as well. There is no set time limit within which they must exercise this choice. A user can elect at any time to delete a message that they previously sent to a recipient’s device.
The application also enables users to hide secret and encrypted messages behind a cover, which messages can only be unlocked by the recipient and which are automatically destroyed after a fixed number of views or fixed amount of time. Users can decide how long their messages last on the recipient’s device. The application also includes a screen shot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
In addition to the foregoing, the application also provides users with the ability to connect via an encrypted live video chat that also is designed to prevent screenshots or screen grabs. The application integrates with iMessage, making private messages potentially available to hundreds of millions of users.
Myseum Social Media Platform
We recently launched our Myseum social media platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations. Backed by AI technology and proprietary software, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos, and documents within a highly secure and private family library. Myseum allows users to create amazing albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums and leave time released video messages for both now and future generations.
RPM Interactive, Inc.
In October 2024, our majority owned subsidiary, Dragon Interact, Inc. (“Dragon”), entered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock. RPM’s assets included an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. (“RPM Interactive”) and shifted its focus to developing AI-driven podcast and gaming technologies.
Following the acquisition, in January 2025, we returned 3,500,000 shares of the RPM Interactive common stock held by us to RPM Interactive, which shares were cancelled and are no longer outstanding on RPM Interactive’s stock ledger. Following these transactions, we hold 9,000,000 shares of the RPM Interactive’s common stock, or approximately 34% of its outstanding shares.
The Habytat
Prior to the acquisition of RPM, we developed and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using emerging technology like virtual and augmented reality, to create a highly immersive 3D environment. We had further contemplated spinning-off our Habytat platform business into a new standalone public company pursuant to a distribution of the shares. As discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating ways to utilize the technology that had been developed by our subsidiary.
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Recent Events
On August 7, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company to “Myseum, Inc.” In connection with the name change, the trading symbols for our common stock and Series A warrants began trading on the Nasdaq Capital Market on August 11, 2025 as “MYSE” and “MYSEW”, respectively.
Basis of Presentation
The financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and the requirements of the Securities and Exchange Commission.
Critical Estimates
This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies and significant estimates are more fully described in Note 2 in the “Notes to Financial Statements”, we believe the following estimates are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.
Capitalized internal-use software costs
We capitalize costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use Software. Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. On August 1, 2025, certain internal-use software was placed in service and such internal-use software development costs are being amortized since then on a straight-line basis over the expected useful life of three years. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. During the nine months ending September 30, 2025, we capitalized certain software development costs incurred amounting to $190,838 since the Company’s software development projects were in the application development stage. For the three and nine months ended September 30, 2025, amortization of intangible assets amounted to $9,212. During the nine months ending September 30, 2024, software development costs incurred internally, other than purchased software, were expensed since the Company’s software development projects were in the preliminary project stage. Such costs were included in research and development costs on the accompanying unaudited consolidated statement of operations and comprehensive loss.
Noncontrolling interests
The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying consolidated statements of operations and comprehensive loss. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.
The Company allocates certain corporate common expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses. Management believes that this allocation method is reasonable.
The Company accounts for its noncontrolling interest in RPM Interactive in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations. Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation. Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. Due to the issuance of common shares by RPM Interactive, during the nine months ended September 30, 2025, the Company recorded aggregate initial negative noncontrolling interest of $188,810 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. The Company allocated $316,235 of the net loss of the subsidiary to noncontrolling interest during the nine months ended September 30, 2025. As a result of changes in RPM Interactive outstanding common stock and the Company’s share of losses of subsidiary since January 2024, aggregate noncontrolling interest deficit amounted to $2,642,834 as of September 30, 2025.
25
Variable interest entities
Pursuant to ASC 810-10-25-22, an entity is defined as a VIE if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly impact the VIE’s economic performance and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis.
Based on the Company’s analysis, on February 14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”), were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not have the characteristics of a controlling financial interest and the initial equity investments in these entities may be or were insufficient to meet or sustain its operations without additional subordinated financial support from Myseum. The equity owners of Metabizz had only a nominal equity investment at risk, and the Company absorbed or received a majority of the entity’s expected losses or benefits. The Company participated significantly in the design of Metabizz. The Company provided working capital advances to Metabizz to allow Metabizz to fund its day-to-day obligations. Substantially all of the activities of Metabizz were conducted for the Company’s benefit, as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by RPM Interactive and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services on behalf of the Company. Repayment of the working capital advances is not guaranteed by the equity owner of Metabizz and creditors of Metabizz do not have recourse against the Company. Accordingly, the Company was required to consolidate the assets, liabilities, revenues and expenses of Metabizz using the fair value method. Additionally, the managing partner of Metabizz was also the Chief Innovation Officer of RPM Interactive. Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation. In connection with the initial consolidation of Metabizz, on February 14, 2023 (the initial consolidation date), the Company recorded a gain on initial consolidation of variable interest entities of $42,737.
On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly. In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the Company recorded a gain on deconsolidation of $107.
On August 27, 2024, the Company entered into an Asset Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. Accordingly, as of September 30, 2024, the Company owned 45.5% of RPM Interactive. On August 27, 2024, based on the Company’s analysis, the Company determined that RPM Interactive met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the possession of voting rights in RPM Interactive. Based on Company’s analysis, the Company continues to have the power to direct the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to absorb losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive that could potentially be significant to RPM Interactive. As of September 30, 2025 and December 31, 2024, the Company retained approximately 34.0% and 39.7% ownership in RPM Interactive.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, non-employee, and director services received in exchange for an award based on the grant-date fair value of the award. The fair value of each option granted is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of our common stock, expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control. As a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if we use different assumptions on future grants, stock-based compensation expense could be materially affected in future periods.
Recently Issued Accounting Pronouncements
Refer to the notes to the unaudited consolidated financial statements.
Results of Operations
Revenue
During the three months ended September 30, 2025 and 2024, we generated minimal revenues of $328 and $62, respectively. During the nine months ended September 30, 2025 and 2024, we generated minimal revenues of $489 and $344, respectively. Revenue consisted of subscription revenues.
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Operating expenses
For the three months ended September 30, 2025, operating expenses amounted to $1,280,929 as compared to $1,238,246 for the three months ended September 30, 2024, an increase of $42,683, or 3.3%. For the nine months ended September 30, 2025, operating expenses amounted to $4,348,364 as compared to $4,169,050 for the nine months ended September 30, 2024, an increase of $179,314, or 4.3%. For the three and nine months ended September 30, 2025 and 2024, operating expenses consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Compensation and related expenses | $ | 775,965 | $ | 461,422 | $ | 2,422,352 | $ | 1,881,682 | ||||||||
| Marketing and advertising expenses | 54,087 | 34,134 | 164,590 | 101,734 | ||||||||||||
| Professional and consulting expenses | 221,275 | 222,220 | 1,087,655 | 726,119 | ||||||||||||
| Research and development | - | 363,472 | 11,000 | 823,448 | ||||||||||||
| General and administrative expenses | 229,602 | 156,998 | 662,767 | 636,067 | ||||||||||||
| Total | $ | 1,280,929 | $ | 1,238,246 | $ | 4,348,364 | $ | 4,169,050 | ||||||||
Compensation and related expenses
Compensation and related expenses include salaries, stock-based compensation, health insurance and other benefits.
During the three months ended September 30, 2025 and 2024, compensation and related expenses amounted to $775,965 and $461,422, respectively, an increase of $314,543, or 68.2%. The increase was attributable to an increase in stock-based compensation of $194,266 due to the issuance of new stock options, increase in health insurance of $21,531, and an overall increase in compensation and other related expenses of $98,746.
During the nine months ended September 30, 2025 and 2024, compensation and related expenses amounted to $2,422,352 and $1,881,682, respectively,
an increase of $540,670, or 28.7%. The increase was attributable to an increase in stock-based compensation of $496,395 due to the issuance
of new stock options, and an overall increase in compensation and other related expenses of $44,275.
Marketing and advertising expenses
During the three months ended September 30, 2025 and 2024, marketing and advertising expenses amounted to $54,087 and $34,134, respectively, an increase of $19,953, or 58.4%. During the nine months ended September 30, 2025 and 2024, marketing and advertising expenses amounted to $164,590 and $101,734, respectively, an increase of $62,856, or 61.8%. The increase was primarily due to an increase in promotions, branding and digital marketing strategies and social media ads.
Professional and consulting expenses
During the three months ended September 30, 2025 and 2024, we reported professional and consulting expenses of $221,275 and $222,220, respectively, a decrease of $945, or 0.4%. The decrease was primarily attributable to a decrease in accounting fees of $10,804, a decrease in stock-based consulting fees of $655, a decrease in other consulting fees of $2,500, offset by an increase in investor relations of $5,018, an increase in Edgar filing agent fees of $3,014, an increase in other professional fees of $3,210, and an increase in legal fees of $1,772.
During the nine months ended September 30, 2025 and 2024, we reported professional and consulting expenses of $1,087,655 and $726,119,
respectively, an increase of $361,536, or 49.8%. The increase was primarily attributable to an increase in investor relations of $215,322,
an increase in legal fees of $92,967, an increase in accounting fees of $85,770, an increase in other consulting fees of $33,408, an increase
in Edgar filing agent fees of $24,174, an increase in consulting fees – related party of $12,000, and an increase in other professional
fees of $3,712, offset by a decrease in stock-based consulting fees of $105,817.
Research and development expenses
During the three months ended September 30, 2025 and 2024, we incurred $0 and $363,472 in research and development expenses, a decrease of $363,472, or 100.0%. During the nine months ended September 30, 2025 and 2024, we incurred $11,000 and $823,448 in research and development expenses, a decrease of $812,448, or 98.7%. Research and development costs were incurred in connection with our Metaverse software development project, including the development of Habytat which was in the preliminary stage. In 2024, we ceased development of our Metaverse software.
General and administrative expenses
During the three months ended September 30, 2025 and 2024, general and administrative expenses amounted to $229,602 and $156,998, an increase of $72,604, or 46.2%. The increase was primarily attributable to an increase in amortization expense of $9,212, an increase in proxy meeting expenses of $42,865, an increase in computer and internet expenses of $17,804, and an increase in other general and administrative expenses of $2,723.
During the nine months ended September 30, 2025 and 2024, general and administrative expenses amounted to $662,767 and $636,067, an increase of $26,700, or 4.2%. The increase was primarily attributable to an increase in amortization expense of $9,212, and an increase in proxy meeting expenses of $33,577, offset by a decrease in other general and administrative expenses of $16,089.
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Loss from Operations
During the three months ended September 30, 2025, loss from operations amounted to $1,280,601 as compared to $1,238,184 during the three months ended September 30, 2024, an increase of $42,417, or 3.4%. During the nine months ended September 30, 2025, loss from operations amounted to $4,347,875 as compared to $4,168,706 during the nine months ended September 30, 2024, an increase of $179,169, or 4.3%. The increase was primarily a result of the changes in operating expenses discussed above
Other Income (Expense)
Other income (expenses) primarily consisted of interest income, gain on deconsolidation of variable interest entities, and foreign currency exchange loss. During the three months ended September 30, 2025 and 2024, we reported other income, net of $49,120 and $54,726, respectively, which solely consisted of interest income. During the nine months ended September 30, 2025 and 2024, we reported other income, net of $140,095 and $219,333, respectively.
During the nine months ended September 30, 2025, other income, net solely consisted of interest income of $140,095. During the nine months ended September 30, 2024, other income, net primarily consisted of interest income of $232,191, gain on deconsolidation of variable interest entities of $107, and a foreign currency exchange loss of $12,965.
Net Loss and Net Loss Attributable to Common Shareholders
Due to the foregoing reasons, during the three months ended September 30, 2025 and 2024, our net loss was $1,231,481 and $1,183,458, respectively, an increase of $48,023, or 4.1%. During the three months ended September 30, 2025 and 2024, after adjusting net loss for the net (income) loss of subsidiary attributable to noncontrolling interest of $30,004 and $(88,343), respectively, net loss attributable to common shareholders of was $1,201,477, or ($0.28) per common share (basic and diluted) and $1,271,801 or ($0.42) per common share (basic and diluted), respectively, a decrease of $70,324, or 5.5%.
During the nine months ended September 30, 2025 and 2024, our net loss was $4,207,780 and $3,949,373, respectively, an increase of $258,407, or 6.5%. During the nine months ended September 30, 2025 and 2024, after adjusting net loss for the net loss of subsidiary attributable to noncontrolling interest of $316,235 and $556,513, respectively, net loss attributable to common shareholders of was $3,891,545, or ($0.93) per common share (basic and diluted) and $3,392,860, or ($1.15) per common share (basic and diluted), respectively, an increase of $498,685, or 14.7%.
Liquidity, Capital Resources and Plan of Operations
The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. As of September 30, 2025, we had cash and cash equivalents of $457,626, short-term investments of $4,346,310, and working capital of $4,193,316. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities between two and eight months. On January 8, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors pursuant to which the Company agreed to sell to such investors 1,200,000 shares of common stock of the Company at a purchase price of $4.25 per share of Common Stock (the “Offering”). The closing of the sales of these securities under the Purchase Agreement took place on January 9, 2025 and we received net proceeds of $4,532,000. Net cash used in operations was $3,515,434 for the nine months ended September 30, 2025. Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.
Our primary uses of cash have been for research and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses, and general and administrative expenses. All funds received have been expended in the furtherance of growing the business. We received funds from the sale of our common stock, sale of common stock in our subsidiary, RPM Interactive, and the exercise of warrants. The following trends are reasonably likely to result in changes in our liquidity over the near to long term:
| ● | An increase in working capital requirements to finance our current business, |
| ● | Cost of research and development, |
| ● | Addition of administrative, technical and sales personnel as the business grows, and |
| ● | The cost of being a public company. |
Cash Flow Activities for the Nine Months ended September 30, 2025 and 2024
Cash Flows from Operating Activities
Net cash used in operating activities totaled $3,515,434 and $3,507,202 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $8,232.
Net cash flow used in operating activities for the nine months ended September 30, 2025 primarily reflected a net loss of $4,207,780 adjusted for the add-back of non-cash items consisting of depreciation and amortization of $25,488, amortization of right of use assets of $21,760, and accretion of stock-based stock option and common stock expense of $530,582, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $17, an increase in prepaid expenses of $39,645, an increase in accounts payable and accrued expenses of $168,699, a decrease in contract liabilities of $25, and a decrease in operating lease liabilities of $14,496.
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Net cash flow used in operating activities for the nine months ended September 30, 2024 primarily reflected a net loss of $3,949,373 adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $17,347, amortization of right of use assets of $54,065, accretion of stock-based stock option and common stock expense of $132,430, a non-cash gain from deconsolidation of variable interest entities of $(107), foreign currency exchange loss of $12,965, and non-cash research development expense of $166,667, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $13, an increase in prepaid expenses of $65,899, an increase in accounts payable and accrued expenses of $185,469, a decrease in contract liabilities of $30, and a decrease in operating lease liabilities of $60,823.
Cash Flows from Investing Activities
Net cash (used in) provided by investing activities amounted to $(1,589,111) and $1,269,566 for the nine months ended September 30, 2025 and 2024, respectively.
During the nine months ended September 30, 2025, we received gross proceeds from the sale of short-term investments of $4,430,372 and purchased short-term investments of $5,824,170. Additionally, we purchased property and equipment of $4,475 and capitalized internal-use software of $190,838.
During the nine months ended September 30, 2024, we received gross proceeds from the sale of short-term investments of $9,757,175 purchased short-term investments of $8,487,609.
Cash Flows from Financing Activities
Net cash provided by financing activities totaled $4,365,472 and $1,916,771 for the nine months ended September 30, 2025 and 2024, respectively.
During the nine months ended September 30, 2025, we received $4,532,000 from the sale of common stock, net, received proceeds from notes payable of $40,000, and paid deferred offering costs of $206,528.
During the nine months ended September 30, 2024, we received $559,251 from the sale of common stock, net, received $495,998 from the sale of subsidiary common stock, net, and received $861,522 from the sale of pre-funded warrants.
Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.
Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering, which would be December 31, 2024; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were not effective As of September 30, 2025.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting:
| ● | We lack segregation of duties within accounting functions duties as a result of our limited financial resources to support hiring of personnel. |
| ● | The lack of multiples levels of management review on complex business, accounting and financial reporting issues. |
| ● | We have not implemented adequate system and manual controls. |
Remediation Plans
Management is committed to the remediation of the material weaknesses described above, as well as the improvement of the Company’s overall internal control over financial reporting. Management plans on implementing actions to remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses. Remediation efforts include the possible hiring of additional accounting and finance personnel with appropriate expertise to strengthen overall controls and the establishment of disbursement review and approval processes. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plan and will make changes management determines to be appropriate. Until the remediation efforts (including any additional measures management identifies as necessary) are completed, the material weaknesses described above will continue to exist.
Changes in Internal Control over Financial Reporting.
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
| (a) | Recent Sales of Unregistered Securities. |
On September 9, 2025, we issued 55,000 shares of common stock to a consultant for media campaign services in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act.
| (b) | Issuer Purchases of Equity Securities |
We did not have any common stock repurchases during the quarterly period ended September 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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ITEM 5. OTHER INFORMATION.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30,
2025, none of the Company’s directors or executive officers
ITEM 6. EXHIBITS.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
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 thereunto duly authorized.
| MYSEUM, INC. | |
| Dated: November 13, 2025 | /s/ Darin Myman |
| Darin Myman | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| Dated: November 13, 2025 | /s/ Brett Blumberg |
| Brett Blumberg | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF MYSEUM, INC.
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Darin Myman, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Myseum, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2025 | /s/ Darin Myman | |
| Name: | Darin Myman | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF MYSEUM, INC.
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brett Blumberg, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Myseum, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2025 | /s/ Brett Blumberg | |
| Name: | Brett Blumberg | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myseum, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Darin Myman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 13, 2025 | /s/ Darin Myman | |
| Name: | Darin Myman | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myseum, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brett Blumberg, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 13, 2025 | /s/ Brett Blumberg | |
| Name: | Brett Blumberg | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||