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): April 17, 2026
MYSEUM.AI, 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 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2026, the Compensation Committee of the Board of Directors of Myseum.AI, Inc. (f/k/a Myseum, Inc. and DatChat, Inc.) (the “Company”) approved a salary increase for Chief Technology Officer, Peter Shelus. Effective April 17, 2026, Mr. Shelus’ annual salary increased from $275,000 to $350,000.
Item 8.01 Other Events.
On April 17, 2026, the Company issued a press release announcing that it has been accepted into the AMD AI Developer Program by Advanced Micro Devices. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On April 23, 2026, the Company filed Amendment No. 1 to the prospectus supplement dated February 6, 2026 and filed with the Securities and Exchange Commission on February 6, 2026 for an additional $2,754,500 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that may be issued and sold under the Sales Agreement with The Benchmark Company, LLC ("Benchmark"), dated February 10, 2025, as amended by that certain First Amendment to Sales Agreement dated February 6, 2026 (as amended, the "Sales Agreement"). A copy of the legal opinion as to the legality of the $2,754,500 of shares of Common Stock issuable under the Sales Agreement and covered by the prospectus supplement, as amended, is filed as Exhibit 5.1 attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 5.1 | Opinion of Sheppard Mullin Richter & Hampton LLP |
| 23.1 | Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) |
| 99.1 | Press release dated April 17, 2026 |
| 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: April 23, 2026 | MYSEUM.AI, INC. |
|---|---|
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
2
Exhibit 5.1
April 23, 2026
V IA ELECTRONIC MAIL
Myseum.AI, Inc.
65 Church Street, Suite 230
New Brunswick, NJ 08901
| Re: | At-The-Market Offering pursuant to Registration Statement on Form S-3 |
|---|
Ladies and Gentlemen:
We have acted as special counsel to Myseum.AI, Inc. (f/k/a Myseum, Inc. and DatChat, Inc.), a Nevada corporation (the “Company”), in connection with the sale through The Benchmark Company, LLC (the “Sales Agent”) as the sales agent from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $2,754,500 (the “Shares”), to be issued pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 26, 2025 and declared effective by the Commission on December 3, 2025 (as amended, the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), a prospectus supplement dated February 6, 2026, as amended by Amendment No. 1 on April 23, 2026 (as amended, the “Prospectus Supplement,” together with the Base Prospectus, the “Prospectus”), filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”), and that certain Sales Agreement, dated as of February 10, 2025, as amended by that First Amendment to Sales Agreement dated February 6, 2026 (the “First Amendment”), by and between the Company and the Sales Agent (as amended by the First Amendment, the “Sales Agreement”).
The term “Shares” shall include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Act, in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| a. | the Registration Statement, all exhibits thereto and the Prospectus; |
|---|---|
| b. | the Amended and Restated Articles of Incorporation of the<br>Company, as presently in effect (the “Charter”); |
| --- | --- |
| c. | the Amended and Restated Bylaws of the Company, as presently<br>in effect (the “Bylaws”); |
| --- | --- |
| d. | the Sales Agreement; and |
| --- | --- |
| d. | certain resolutions adopted by the Board of Directors of the<br>Company relating to the issuance of the Shares. |
| --- | --- |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
It is understood that this opinion is to be used only in connection with the offer and sale of the securities being registered while the Registration Statement is effective under the Securities Act.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under Article 78 of the Nevada Revised Statutes (“NRS”) and when the Shares are delivered to and paid for in accordance with the terms of the Sales Agreement and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the NRS and (ii) upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Charter.
The opinion which we render herein is limited to those matters governed by Article 78 of the NRS and we express no opinion with respect to any other laws.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.
Very truly yours,
/s/ Sheppard, Mullin, Richter & HamptonLLP
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
Exhibit 99.1
Myseum.AI Accepted into Advanced Micro DevicesAI Developer Program
Company featured as a “Next Super Stock”by Wall Street Reporter
CEO Darin Myman discusses AI platform innovations,user growth, and Picture Party platform
NEW BRUNSWICK, N.J., April 17, 2026 – Myseum.AI, Inc. (Nasdaq: MYSE) (“Myseum.AI” or the “Company”), a privacy-first social media and technology innovator, today announced that it has been accepted into the AMD AI Developer Program by Advanced Micro Devices, facilitating access to AMD Developer Cloud credits, advanced tools, training and community resources designed to support and accelerate artificial intelligence development.
The Company also announced that CEO Darin Myman was interviewed by the Wall Street Reporter as a “Next Super Stock.” The interview is available at wallstreetreporter.com.
Darin Myman, CEO of Myseum.AI, commented, “Just days ago, we announced the Company’s name change to Myseum.AI, a strategic rebrand that encompasses our core AI-driven platform technologies. Recognition and acceptance into the AMD AI Developer Program reinforces our commitment to AI innovation as a core premise of our Company’s value proposition and a key driver of growth and expansion.”
About Myseum.AI, Inc.
Myseum.AI, formerly DatChat Inc., is a privacy-focused AI and social media technology company developing innovative platforms for secure digital sharing and storage. Its flagship platform, Picture Party, is a next-generation patented instant social networking experience designed to make it easier, more fun and private to share. The platform enables users to create curated albums, build encrypted galleries with controlled access, personalize their content feeds, and organize collections within a broader digital ecosystem. Picture Party by Myseum.AI is currently available at the iOS app store and Google Play store, with a desktop version expected later this year.
Built on patented technology and proprietary software, Picture Party is an instant private social network for any occasion designed to make it easier, more fun and private to share. The platform enables individuals, families and groups to securely store and share messages, photos, videos within a private, multi-layered digital library, with a focus on privacy, control and long-term accessibility. The Company also operates DatChat Messenger & Private Social Network, which extends this focus on privacy by giving users greater control over their communications, including the ability to determine how long messages can be viewed, delete messages or entire conversations after sending, prevent screenshots and protect encrypted content stored on devices, all while maintaining a familiar messaging experience. For more information, visit myseum.ai..
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