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): October 29, 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 $4.98 | | 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 1.01 Entry into a Material Definitive Agreement.
Dragon RPM Acquisition
On October 29, 2024, Dragon Interact, Inc. (“Dragon”), a majority-owned subsidiary of DatChat, Inc (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock. RPM’s assets include an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon intends to rebrand as a newly formed entity and change its corporate name to RPM Interactive, reflecting its new focus on AI-driven podcast and gaming technologies. In addition, Dragon has agreed to appoint RPM’s chief executive of officer, Michael Mathews, as chairman of the board of directors of Dragon. The transactions contemplated by the Agreement closed on October 29, 2024.
The representations and warranties of the parties contained in the Agreement have been made solely for the benefit of the parties to the Agreement. In addition, such representations and warranties (i) have been made only for purposes of the Agreement, (ii) have been qualified by confidential disclosures made to RPM in connection with the Agreement, (iii) are subject to materiality qualifications contained in the Agreement, which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Agreement or such other date as is specified in the Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk among Dragon, on the one hand, and RPM and its shareholders, on the other hand, rather than establishing matters as facts. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 30, 2024, the Company issued a press release announcing the closing of the transactions contemplated by the Agreement. 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
| # | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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.
| | DATCHAT, INC. |
| | |
| Dated: November 4, 2024 | By: | /s/ Darin Myman |
| | Name: | Darin Myman |
| | Title: | Chief Executive Officer |
