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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): June 17, 2025
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.) |
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)
204 Neilson Street
New Brunswick, NJ 08901
(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) |
| ☐ | 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 8.01 Other Events.
On June 17, 2025, DatChat, Inc. (the “Company”) issued a press release announcing its former subsidiary RPM Interactive, an AI-generated publishing and software company, has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of shares of its common stock. 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 | |
| 99.1 | Press release dated June 17, 2025 | |
| 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: June 20, 2025 | DATCHAT, INC. |
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
2
Exhibit 99.1
DatChat’s Subsidiary RPM Interactive Files Registration Statement for Proposed Initial Public Offering
DatChat Currently Owns 34% of the AI-generated Publishing Platform and Software Company
NEW BRUNSWICK, N.J., June 17, 2025 / -- DatChat, Inc. (Nasdaq: DATS) (“DatChat” or the “Company”), a secure messaging and social media company, today announced that its former subsidiary RPM Interactive, an AI-generated publishing and software company, has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of shares of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. RPM Interactive has applied to list its common stock on the Nasdaq Capital Market under the ticker symbol “RPMI.” DatChat currently owns 12.5 million shares or approximately 34% of RPM Interactive.
The Benchmark Company, LLC will serve as sole book-running manager for the proposed offering.
The proposed offering will be made available only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: The Benchmark Company, LLC, 150 East 58th St., 17th Floor, New York, NY 10155, by telephone: (212) 312-6700, or by email at prospectus@benchmarkcompany.com.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About DatChat, Inc.
DatChat, Inc. (Nasdaq: DATS) is a secure messaging 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, and delete individual messages or entire message threads, making it like the conversation never happened.
DatChat’s Myseum is your Free Timeless Digital Shoebox Social Network 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. Visit Myseum.com to learn more.
About RPM Interactive
RPM Interactive is an AI-generated publishing and software company that is currently developing Catch-Up, a fully automated, AI-powered platform for creating short-form video content, turning the art of content creation into a seamless, one-click experience. Our platform empowers anyone, from individual creators to major media brands, to generate professional grade recap content across a wide range of evergreen topics: news, sports, finance, pop culture, and more.
Investor Contact
ir@datchats.com
800-658-8081