Form 8-K - Current report

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): January 16, 2024

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 $49.80	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)

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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 8.01 Other Events.

On January 16, 2024, DatChat, Inc. (the “Company”) issued a press release announcing its plans to spin-off its Habytat Platform Business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 16, 2024, the Company issued a shareholder letter and provided a corporate update. A copy of the shareholder letter and corporate update 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		Press Release dated January 16, 2024
99.2		Shareholder Letter and Corporate Update dated January 16, 2024
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: January 16, 2024	DATCHAT, INC.

	/s/ Darin Myman
	Darin Myman
	Chief Executive Officer

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Exhibit 99.1

DatChat Announces Planned Spin-off of its Habytat Platform Business into a New Standalone Public Company

DatChat social media ecosystem centered around My Family Museum leverages patented data sharing for seamless management of storage, sharing, and security

New Brunswick, NJ, January 16, 2023 -- In a strategic move designed to enhance focus and streamline operations, DatChat (Nasdaq: DATS), a secure messaging, social media, and metaverse company, today announced the proposed spin-off of its Habytat platform business into a new standalone public company pursuant to a distribution as further discussed below. This marks a significant step forward in DatChat’s corporate strategy to reposition as a pureplay social media ecosystem centered around its My Family Museum assets.

DatChat currently owns approximately 75% of SmarterVerse, Inc., the entity that owns and operates the Habytat AI Gaming platform and metaverse. Subject to board approval, DatChat will distribute its shares of SmarterVerse to its shareholders. Upon consummation of the distribution, it is expected that SmarterVerse will become a standalone public company with plans for a public listing on a national stock exchange.

If the distribution proceeds, DatChat shareholders will maintain their current shares in DatChat and get a pro-rata distribution of DatChat’s shares of SmarterVerse common stock. The distribution is subject to customary conditions including the filing and effectiveness of either a Form S-1 or Form 10 registration statement with the U.S. Securities and Exchange Commission and obtaining of all required regulatory approvals. No assurance can be given that the spin-off and distribution will occur on DatChat’s desired timetable or at all.

The Company recently introduced its new AI social gaming and developer program on its Habytat metaverse, with the launch of its HabyPets, an AI-powered interactive game, allowing users to adopt, train and showcase their pets in competitions. HabyPets features include pet care, outdoor exploration, dog parks, training, and competitions. HabyPets has been designed to open the door to a growing bond with an AI-powered pet that evolves and learns from player interactions and personalization. The new developer program opens up the Habytat interactive platform to both game developers and content creators, enabling them to share in the revenue generated by their games and products. This includes those who wish to feature their games and products on the Habytat platform. More info about the developer program can be found at https://www.habypets.com/.

DatChat CEO, Darin Myman commented, “Today’s announcement reflects a pivotal moment in our corporate evolution. The decision to spin off our Habytat business into a new standalone publicly traded company is significant in several ways: first, we can now focus on our core business for My Family Museum, and second, this move aligns with our commitment to unlocking shareholder value and creating substantial growth and revenue opportunities. The potential for My Family Museum is driven by the evolving landscape of digital memories. In an era where our visual stories have multiplied, there’s an increasing need for a secure platform. With the successful patent that we acquired last October, we are now uniquely positioned to focus our efforts on the preservation of data, encompassing storage, sharing, and secure control across social media technology platforms and digital archives.”

About Habytat

Habytat by SmarterVerse, a subsidiary of DatChat Inc., is a metaverse platform and privacy-first social network. By dramatically lowering the financial and technical barriers to entry to the metaverse, Habytat is democratizing access to the digital realm and giving users a remarkable opportunity to co-create community, business and life together. Built on SmarterVerse Holding’s patented privacy technology, Habytat grants users complete control over their data, creating a social network users can trust. Learn more at habytat.io.

About DatChat Inc.

DatChat Inc. is a secure messaging, 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 the 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

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contact

ir@datchats.com

800-658-8081

 Exhibit 99.2

DatChat Issues Shareholder Letter and Provides Corporate Update

New Brunswick, NJ, January 16, 2023 -- DatChat (Nasdaq: DATS), a secure messaging, social media, and metaverse company, today issued a letter to shareholders from its Chief Executive Officer, Darin Myman.

Dear fellow shareholders,

It is with great enthusiasm and pride that I share with you the progress and strategic advancements that have defined our journey this past year. While 2023 was a foundational year of development, including the architecture and patenting the intellectual property of our technology platforms, we remained diligent in our focus on initiatives aimed at driving user growth, revenue and increasing shareholder value. Currently, we have ten issued patents that are important in protecting our proprietary technology and feel that we are in a strong financial position to successfully execute our business plan in 2024.

SmarterVerse Stock Distribution

Currently DatChat owns approximately 75% of SmarterVerse, Inc., the entity that owns and operates our Habytat AI Gaming platform and metaverse. Subject to board approval, DatChat will distribute its shares of SmarterVerse to shareholders. Upon consummation of the distribution, it is expected that SmarterVerse will become a standalone public company with plans for a public listing on a national stock exchange. If the distribution proceeds, DatChat shareholders will maintain their current shares in DatChat and get a pro-rata distribution of DatChat’s shares of SmarterVerse common stock. The distribution is subject to customary conditions including the filing and effectiveness of either a Form S-1 or Form 10 registration statement with the U.S. Securities and Exchange Commission and obtaining of all required regulatory approvals. No assurance can be given that the spin-off and distribution will occur on DatChat’s desired timetable or at all. This proposed distribution is designed to unlock value through the separation of DatChat and SmarterVerse into 2 separate publicly listed companies which we believe will also accelerate the growth potential and opportunities. Our recent announcements include the launch of our Habytat AI social gaming platform and developer program for game designers and content creators. Habytat, which features HabyPets, an AI-powered social pet game that provides an interactive experience within the Habytat world, creating a more immersive and personal experience for users. HabyPets features include pet care, outdoor exploration, dog parks, training, competitions and opens the door to a growing bond with an AI-powered pet that evolves and learns from player interactions and personalization. We have already received a lot of positive feedback from our community and will continue to develop additional competitive games in which players can win cash and prizes by participating in various eSport competitions in a fully augmented and virtually reality environment.

My Family Museum

We are extremely excited with our core business, starting with the potential for growth with My Family Museum. Many of us have more pictures and videos than ever before which has resulted in what we perceive as a new challenge—namely how can users share photos and videos safely within our secured network? We believe that question was answered positively when we received our patent in October 2023, enabling us with the preservation of data, including storage, sharing, and secure control of data on social media technology platforms and digital archives. In our opinion, this patent might be the most important of the ten we now have in our intellectual property portfolio. While many of us share selected pictures on social media, in our experience that the bulk of personal media is locked away on users’ devices and presently inaccessible to others without access to a user’s password. My Family Museum will allow users to create a personal museum that is being designed to make it simpler to share pictures, videos and documents utilizing planned features such as creating instant sharing spaces at family gatherings, time released video messages, multi-tiered social media, and secure family document storage and sharing. Currently scheduled to launch in the second quarter of 2024, the My Family Museum platform is expected to encompass features and social networking technology designed to unlock and share our digital media.

There are many reasons why I am optimistic about the future of DatChat. I believe that our near-term initiatives are poised for positive results ahead, in both unlocking shareholder value and creating significant growth and revenue opportunities.

I would like to thank each of our shareholders for their continued support and look forward to sharing our progress again soon.

Sincerely

Darin Myman

Chief Executive Officer of DatChat

About DatChat Inc.

Forward-Looking Statements

Contact

ir@datchats.com
800-658-8081

Cover	Jan. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2024
Entity File Number	001-40729
Entity Registrant Name	DATCHAT, INC.
Entity Central Index Key	0001648960
Entity Tax Identification Number	47-2502264
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	204 Neilson Street
Entity Address, City or Town	New Brunswick
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08901
City Area Code	732
Local Phone Number	374-3529
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	DATS
Security Exchange Name	NASDAQ
Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80
Title of 12(b) Security	Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80
Trading Symbol	DATSW
Security Exchange Name	NASDAQ

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