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) February 6, 2026

MYSEUM, 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.)

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)

Not Applicable

(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 into a Material Definitive Agreement.

On February 6, 2026, DatChat, Inc. (“we,” “us,” the “Company” or “MYSE”) entered into a First Amendment to Sales Agreement (the “First Amendment”) with The Benchmark Company, LLC (“Benchmark”), which First Amendment amends that certain Sales Agreement dated February 10, 2025 between the Company and Benchmark (as amended, the “Sales Agreement”). The Sales Agreement provides for the sale of shares of our common stock, par value $0.0001 per share, (the “Shares”) having an aggregate sales price of up to $3,500,000, from time to time, through an “at the market offering” program under which Benchmark will act as sales agent. The First Amendment was executed to update the shelf registration on Form S-3 (File No. 333-291818) under which sales of Shares will be issued under the Sales Agreement, which S-3 registration statement was filed by the Company with the SEC on November 26, 2025 and declared effective by the SEC on December 3, 2025. Concurrently herewith, we are filing a prospectus supplement (the “Prospectus Supplement”), dated February 6, 2026, with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares.

The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay Benchmark a commission rate equal to 4.0% of the aggregate gross proceeds from each sale of Shares; provided however, that in the event that the amount of Shares sold under the Sales Agreement increases to $1 million or more, then the commission rate will be reduced to 3%. In addition, we have agreed to provide Benchmark with customary indemnification and contribution rights. We will also reimburse Benchmark for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $3,500,000 and (2) the termination of the Sales Agreement by either us or Benchmark, as permitted therein.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description is qualified in its entirety by reference to the full text of the Sales Agreement as amended by the First Amendment, the forms of which are filed as Exhibits 1.1 and 1.2 to this Current Report and which are incorporated by reference.

Attached hereto as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Sheppard Mullin Richter & Hampton LLP relating to the legality of the Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Sales Agreement between Myseum, Inc. f/k/a DatChat, Inc. and The Benchmark Company, LLC dated February 10, 2025, filed as Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 10, 2025
1.2		First Amendment to Sales Agreement between Myseum, Inc. and The Benchmark Company, LLC dated February 6, 2026
5.1		Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1		Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1 filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 6, 2026	MYSEUM, INC.

	By:	/s/ Darin Myman
	Name:	Darin Myman
	Title:	Chief Executive Officer

Exhibit 1.2

Myseum, Inc.

First amendment to

COMMON STOCK

SALES AGREEMENT

February 6, 2026

The Benchmark Company, LLC

150 E. 58^th Street, 17^th Floor

New York, NY 10155

Ladies and Gentlemen:

Reference is made to the sales agreement dated February 10, 2025 (the “Sales Agreement”) between Myseum, Inc. (formerly DatChat Inc.), a Nevada corporation, (the “Company”) and Benchmark Company, LLC (“Sales Agent”) relating, among other matters, to the issuance and sale, to or through the Sales Agent, of shares of the Company’s common stock, $0.0001 par value per share, as described therein.

Capitalized terms used herein without definition shall have the meanings ascribed to them in the Sales Agreement.

The parties wish to amend the Sales Agreement as provided herein.

The Company and Sales Agent, therefore, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree to amend the Sales Agreement as provided herein.

1. Amendments.

(a)

The first sentence of the second paragraph of Section 1 of the Sales Agreement is hereby deleted in its entirety and replaced with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission, a shelf registration statement on Form S-3 (File No. 333-291818), including a base prospectus, relating to certain securities, including the shares of Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”).”

(b)

All references to DatChat Inc. in the Sales Agreement shall be changed to Myseum, Inc.

2. Remaining Validity. All terms and conditions of the Sales Agreement not affected by the amendments thereto effected by this letter agreement are hereby reaffirmed and remain unchanged and in full force and effect.

3. Governing Law. This first amendment to Sales Agreement shall be governed by and construed in accordance with the law of the State of New York.

4. Headings. The section headings in this letter agreement are intended for convenience and reference only and are not intended to define, limit, or describe the scope or intent of any provisions hereof.

5. Counterparts. This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This letter agreement may be executed with electronic, facsimile, or e-mailed signatures. Such signatures shall be deemed valid for all purposes as if they were signed by hand.

* * *

[Remainder of page left intentionally blank – signature page follows]

In acknowledgement of that foregoing correctly sets forth our understanding, please sign the in space provided below, whereupon the Sales Agreement shall be amended as provided hereby.

Very truly yours,

BENCHMARK COMPANY, LLC

By:	/s/ John J. Borer III
	Name:	John J. Borer III
	Title:	Senior Managing Director

Accepted and agreed,
as of the date first above written:

MYSEUM, INC.

By:	/s/ Darin Myman
	Name:	Darin Myman
	Title:	Chief Executive Officer

Exhibit 5.1

February 6, 2026

V IA ELECTRONIC MAIL

Myseum, 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, Inc. (f/k/a DatChat, Inc.), a Delaware 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 $3,500,000 (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 (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:

the Registration Statement, all exhibits thereto and the Prospectus;

the Amended and Restated Articles of Incorporation of the Company, as presently in effect (the “Charter”);

the Amended and Restated Bylaws of the Company, as presently in effect (the “Bylaws”);

the Sales Agreement; and

certain resolutions adopted by the Board of Directors of the 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 $ Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP