8-K
Myseum.AI, Inc. (MYSE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2025
MYSEUM, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40729 | 47-2502264 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I. R. S. Employer<br><br>Identification No.) |
65 Church Street, Suite 230
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 | MYSE | The Nasdaq Stock Market LLC |
| Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80 | MYSEW | 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)) |
| ☐ | 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 1.01 Entry intoa Material Definitive Agreement.
On December 11, 2025, Myseum, Inc. (the “Company”) entered into a Debt Forgiveness and Contribution Agreement (the “Debt Forgiveness and Contribution Agreement”) with RPM Interactive, Inc., a Nevada corporation (“RPM Interactive”). Pursuant to the Debt Forgiveness and Contribution Agreement, the Company agreed to forgive and extinguish, without any payment or other consideration, an aggregate of $5,202,132 previously advanced by the Company to RPM Interactive. Darin Myman, the Company’s Chief Executive Officer and Chairman, serves as President and as a member of the Board of Directors of RPM Interactive.
The foregoing description of the Debt Forgiveness and Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Forgiveness and Contribution Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 15, 2025, Myseum, Inc. issued a press release announcing the completion of the sale of its approximately 34% ownership interest in RPM Interactive as part of a 100% acquisition of RPM Interactive by Avalon GloboCare Corp. (Nasdaq: ALBT). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit |
|---|---|
| 10.1 | Debt Forgiveness and Contribution Agreement, dated December 11, 2025, between the Company and RPM Interactive, Inc. |
| 99.1 | Press release, dated December 15, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 15, 2025 | MYSEUM, INC. |
|---|---|
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
2
Exhibit 10.1
DEBT FORGIVENESS AND CONTRIBUTION AGREEMENT
This Debt Forgiveness and Contribution Agreement (this “Agreement”) is executed by Myseum, Inc., a Nevada corporation (“MYSE”), and RPM Interactive, Inc., a Nevada corporation (the “Company”), effective as of December 11, 2025 (the “Extinguishment Date”).
W I T N E S S E T H
WHEREAS, since June 16, 2022, MYSE, a company that is currently an approximate 34% owner of the Company has provided advances for working capital to the Company, and the current amount payable by the Company to MYSE is $5,202,132, subject to final adjustment upon closing of books (the “Indebtedness”);
WHEREAS, effective as of the Extinguishment Date, the Indebtedness was extinguished pursuant to the contribution described in Section 1 hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
| 1. | Contribution and Extinguishment of Indebtedness. Pursuant to a contribution to the Company, MYSE<br>and the Company irrevocably, unconditionally, and for no payment or consideration issued by the Company caused to be extinguished all<br>Indebtedness that was owed by the Company to MYSE and that was outstanding at the Extinguishment Date. |
|---|---|
| 2. | Entire Agreement. This Agreement contains the entire understanding between the parties hereto with<br>respect to the subject matter hereof and supersedes any and all prior agreements, representations, understandings and arrangements, whether<br>written or oral. |
| --- | --- |
| 4. | Governing Law. This Agreement shall be governed in all respects, including validity, interpretation<br>and effect, by the laws of the State of Nevada applicable to contracts executed and to be performed wholly within such state without giving<br>effect to the choice of law principles of such state. |
| --- | --- |
| 5. | Counterparts. This Agreement may be executed and delivered by each party hereto in separate<br>counterparts (including by means of facsimile, “pdf” or equivalent format), each of which when so executed and delivered shall<br>be deemed an original and which taken together shall constitute one and the same agreement. |
| --- | --- |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
| MYSE: | |
|---|---|
| Myseum,, Inc., a Nevada corporation | |
| /s/ Darin Myman | |
| Darin Myman, Chief Executive Officer | |
| COMPANY: | |
| RPM Interactive, Inc., a Nevada corporation | |
| By: | /s/ Michael Mathews |
| Name: Michael Mathews | |
| Title: Chairman |
[Signature Page to Debt Forgiveness and Contribution Agreement]
Exhibit 99.1
Myseum Announces Completion of Sale of its MinorityInterest in RPM Interactive, Inc. for Approximately $6.5 Million in Avalon GloboCare Acquisition
NEW BRUNSWICK, N.J., Dec. 15, 2025 (GLOBE NEWSWIRE) -- Myseum, Inc. (Nasdaq: MYSE) (“Myseum” or the “Company”) today announced the completion of the sale of its approximately 34% ownership interest in RPM Interactive, Inc. (“RPM”) as part of a 100% acquisition of RPM by Avalon GloboCare Corp. (Nasdaq: ALBT) (“Avalon”). Under the terms of the acquisition, Avalon has agreed to issue 19,500 shares of Series E Non-Voting Convertible Preferred Stock to RPM’s stockholders, representing a total purchase price of $19.5 million. Each share of Series E Preferred Stock carries a stated value of $1,000 and is convertible into shares of Avalon’s common stock at a $1.50 conversion price, subject to customary conditions.
RPM has developed the Catch-Up Software-as-a-Service (SaaS)_platform, a system that intelligently sources relevant video clips, generates human-like AI commentary, creates an engaging on-screen avatar, and publishes finished content to all major platforms – all on an automated basis.
“We appreciate the value that Michael Matthews and his team have helped build for the RPM shareholders and wish them continued success as part of the Avalon platform,” said Darin Myman, CEO of Myseum. “This transaction completes Myseum’s divestiture of its interest in RPM Interactive and enables us to focus our resources on expanding our core Picture Party business. This strategic step further strengthens Myseum’s position as we pursue our primary growth initiatives in the interactive media space.”
About ‘Picture Party by Myseum’
‘Picture Party by Myseum’ introduces a fun, creative and dynamic way for users to share photos and videos with friends, family, colleagues and groups, ensured by privacy and secure connections for every gathering. Designed as an extension of the Myseum ecosystem, the new platform emphasizes ease-of-use while delivering a next-generation social experience that combines utility and ease without sacrificing privacy.
About Myseum, Inc.
Myseum, Inc. (formerly DatChat Inc.) is a privacy and social media technology company focused on innovative and creative user platforms. Its flagship platform is Myseum, is a next-gen social sharing platform that makes it easier to share your photos and videos both today, and for generations to come. Myseum allows you to create amazing albums, create special encrypted galleries with limited access, personalize your newsfeed and create collections from other Myseum’s in your Galaxy. Your Free Myseum includes 50 GB of Free Timeless Storage, and many more features not mentioned. Additional storage is available for a one-time charge of $29.95 per 50 GB of Forever Storage. Myseum is currently available for both iOS and Android, with a desktop version planned for later this year.
Myseum’s innovative social media platform brings a fresh and needed approach to digital media and content management, allowing users to create a digital legacy that makes it easier to share both today, and with future generations. Backed by patented 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.
The Company also operates the DatChat Messenger & Private Social Network, which 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. The patented technology offers users a traditional texting experience while providing control and security for their messages. With the DatChat Messenger, a user can decide how long their messages last on a recipient’s device while feeling secure that at any time, and delete individual messages or entire message threads, making it like the conversation never happened. Visit datchat.com and datchat.com/investors/management for more information.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC’s website at https://www.sec.gov. Except as may be required by applicable law, The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact
ir@datchats.com
800-658-8081