UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2022

DatChat, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40729		47-2502264
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

204 Neilson Street

New Brunswick, NJ 08901
(Address of principal executive offices, including ZIP code)

(732) 374-3529

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.0001 par value	DATS	The Nasdaq Stock Market LLC
Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.98	DATSW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

DatChat, Inc. (the “Company”) has prepared presentation materials (the “Presentation Materials”) that management intends to use from time to time in presentations about the Company’s operations and performance, including at the Ladenburg Thalmann Virtual Technology Expo to be held on December 7, 2022. The Presentation Materials are furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.

Item 8.01. Other Events.

On December 2, 2022, the Company issued a press release to announce that it will be presenting at the Ladenburg Thalmann Virtual Technology Expo to be held on December 7, 2022 at 4:00 PM EST. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Investor Presentation
99.2		Press release dated December 2, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 7, 2022	DATCHAT, INC.

	/s/ Darin Myman
	Darin Myman
	Chief Executive Officer

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Exhibit 99.1

SmarterVerse , Inc. A DatChat Company ( NASDAQ:DATS ) Darin Myman, CEO

• This presentation has been prepared by DatChat , Inc, Inc . , Inc . (the “Company”) solely for informational purposes based on its own information, as well as information from public sources . This presentation has been prepared to assist interested parties in making their own evaluation of the Company and does not propose to contain all of the information that may be relevant . In all cases, interested parties should conduct their own investigation and analysis of the Company and the data set forth in the presentation and any other information provided by or on behalf of the Company . This presentation does not constitute an offer to sell, nor a solicitation of an offer to buy, any securities of the Company by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation . Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the securities of the Company or passed upon the accuracy or adequacy of this presentation . Any representation to the contrary is a criminal offense . • Except as otherwise indicated, this presentation speaks as of the date hereof . The delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company after the date hereof . • Certain of the information contained herein may be derived from information provided by industry sources . The Company believes that such information is accurate and that the sources from which it has been obtained are reliable . The Company cannot guarantee the accuracy of such information and has not independently verified such information . • This presentation contains forward - looking statements within the meaning of the federal securities laws . These forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology . These forward - looking statements include all matters that are not historical facts . They appear in a number of places throughout this presentation and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our product candidates, clinical development pathway, research, commercialization objectives, prospects, strategies and the industry in which we operate . We derive many of our forward - looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions . While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results . Forward - looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved . In light of these risks and uncertainties, the forward - looking events and circumstances discussed in this presentation may not occur and actual results could differ materially from those anticipated or implied in the forward - looking statements . CAUTIONARY STATEMENTS

ABOUT INC. Nasdaq: DATS 20,597,419 Common Shares Outstanding A DRM based Mobile Social Media and Messaging Platform 7 Granted Patents Habytat SmarterVerse Mobile & VR Open World Metaverse

WHAT IS WRONG WITH THE METAVERSE TODAY Looks Very Cartoony Expensive to buy land & VR headsets Hard & Confusing for the average person to visit Nothing to Do Very few Active users

WHY 2023 WILL BE VERY IMPORTANT FOR THE METAVERSE

The Metaverse will enhance, simplify and amplify our experiences • Attending events that you could not otherwise attend and being able to interact with other attendees. Weddings, conferences and family events will be available in 2023. • Make assembly directions and user manuals very easy to understand and follow in a 3D format. • Distance learning where an instructor can view and interact with students and their work. • New 3D social platform where users own and control their data.

THE SMARTERVERSE VALUE PROPOSITION It's time to make the Metaverse simple, fun and accessible for all • It will look very close to the real world . Near Photorealistic with natural motion such as weather, vegetation that grows, birds, night/day etc ... • A useful social, business and communications platform while providing personal privacy and security • All users will receive a land grant and house that will be deeded via an NFT • User generated content driven • Virtual Reality & Mobile Access • Development Partnership with MetaBizz

EVERYONE OWNS A PIECE OF THE SMARTERVERSE Geniuz City, The First World of the Habytat SmarterVerse

USER GENERATED CONTENT • Anticipate over 100 Art Galleries open in the Art District for the March 2023 Launch of the Habytat Smarterverse. • Galleries will feature photorealistic art and 3D Sculptures from around the world. • The Music District will allow musicians to showcase their catalogue and have users add it to their SmarterVerse playlist. • 3D Social Networking will provide users next gen social media .

REVENUE MODEL Unique Advertising based revenue model Free land, building and exclusive content should attract large numbers of users very quickly In - world purchases Commercial property will be leased

COMPETITIVE ADVANTAGES Early Mover Advantage Attracting large user base will provide a sustainable competitive advantage Do not have to rely on NFT Sales or Cryptocurrencies Active user base will attract both advertisers and retailers Development Partnership with Metabizz

SmarterVerse , Inc. A DatChat Company ( NASDAQ:DATS ) Darin Myman, CEO

Exhibit 99.2

DatChat Inc. to Present at Ladenburg Thalmann Virtual Technology Expo on December 7th, 2022

MIAMI, Dec. 02, 2022 (GLOBE NEWSWIRE) -- DatChat, Inc. (“DatChat” or the “Company”) (Nasdaq: DATS), a secure messaging, metaverse, and social media company, announced today that the company will be presenting virtually at the upcoming Ladenburg Thalmann Virtual Technology Expo on Wednesday, December 7th, 2022 at 4:00 PM ET. Darin Myman, Chief Executive Officer of DatChat, Inc. will be giving the presentation.

Event: DatChat Inc. Presentation at the Ladenburg Thalmann Virtual Technology Expo
Date: Wednesday, December 7th, 2022
Time: 4:00 PM ET

Register to watch the presentation here: https://ladenburgtech22.sequireevents.com/. Investors can also request 1x1 meetings with DatChat Inc. on the event website.

Summary of Ladenburg Thalmann Virtual Technology Expo Conference

The one-day Expo will feature virtual presentations from the management of approximately 50 Technology and Media companies covering ad-tech, cloud, communications, connectivity, cybersecurity, defense, digital mining, e-commerce, software and services, fintech, media, mobility, payments and semiconductors. Management teams will be presenting virtually to a select invite-only institutional investor audience. The event will be hosted through Sequire, a zoom-based virtual conferencing platform. In addition, presenting companies will have the option to host one-on-one meetings. This Virtual Expo follows on from Ladenburg’s highly successful Virtual Technology Expo 2021 which had over 1,100 registrants.

About Ladenburg Thalmann

Ladenburg Thalmann is a full-service, diversified financial services firm that offers a full suite of investment banking and capital markets products and services, including equity and debt capital raising, mergers and acquisitions, corporate finance advisory and fairness opinions. Ladenburg was established in 1876 and has been a member of the New York Stock Exchange for 135 years, until its recent merger with Advisor Group in March 2020. The combined platform now has over 10,000 financial advisors in the US managing over $475 billion in client assets. For more information, please visit Ladenburg.com.

About DatChat, Inc.

DatChat Inc. is a blockchain, metaverse, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others. The DatChat Messenger & Private Social Network presents technology that allows users to change how long their messages can be viewed before or after users send them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls. DatChat’s patented technology offers users a traditional texting experience while providing control and security for their messages. With DatChat Messenger, a user can decide how long their messages last on a recipient’s device, while feeling secure that at any time, they can delete individual messages or entire message threads, making it like the conversation never happened.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Press Contact:

Anna Walsh
Pace Public Relations
917-969-7081