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 14, 2022
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 | ||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 14, 2022, DatChat, Inc. (the “Company”) was notified (the “Notification Letter”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock between September 1, 2022 and October 13, 2022, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market and, at this time, the common stock will continue to trade on The Nasdaq Capital Market under the symbol “DATS.”
The Notification Letter provides that the Company has 180 calendar days, or until April 12, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by April 12, 2023, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market continued listing requirements (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
Item 8.01 Other Events.
On October 17, 2022, the Company issued a press release announcing that its wholly-owned subsidiary, SmarterVerse, Inc. (“SmarterVerse”), retained a public relations firm. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On October 18, 2022, the Company issued a press release announcing the appointment of Mark Mathis as Chief Technology Officer of SmarterVerse. A copy of the press release 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 October 17, 2022 | |
| 99.2 | Press release dated October 18, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 20, 2022 | DATCHAT, INC. |
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
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Exhibit 99.1
Habytat by Smarterverse Retains Public Relations Firm
Pace Public Relations retained for SmarterVerse, Inc. ahead of November Launch
Miami, FL, Oct. 17, 2022 -- DatChat, Inc. (“DatChat” or the “Company”) (Nasdaq: DATS), a secure messaging, metaverse, and social media company, announced today the appointment of New York City- based public relations firm Pace Public Relations for the company’s SmarterVerse, Inc. subsidiary.
Pace Public Relations is a full-service media relations and communications agency that strategically customizes and tailors each client’s publicity plan and PR campaign to meet their specific goals while maximizing media exposure. Pace is the direct conduit for clients to the press they want and need to attract, specializing in television, radio, print, and digital placements. This expertise allows the agency to provide the media with out-of-the-box segment ideas and story pitches across multiple fields for a diverse client list.
Habytat by SmarterVerse aims to make the metaverse simple, fun, and accessible for all. This November, Habytat will be launching their Geniuz City which will change how we view and interact with the metaverse. Geniuz City will be a near photo-realistic world that is based on the city of Miami. Initially, you will be able to choose the style of house you want, then start customizing it to represent your personal style and taste. Every time you visit, you will receive rewards that can be used to enhance, expand, and improve your property.
To learn more about the Habytat metaverse, please visit SmarterVerse.com.
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About DatChat, Inc.
DatChat Inc. is a blockchain, cybersecurity, 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 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.
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Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Press Contact:
Anna Walsh
Pace Public Relations
917-969-7081
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Exhibit 99.2
Ahead of November Launch, Habytat by SmarterVerse Announces New Hires
Mark Mathis appointed CTO of SmarterVerse, Inc. as company bulks up it’s C-suite with over 30 years of experience
Miami, FL, Oct. 18, 2022 -- DatChat, Inc. (“DatChat” or the “Company”) (Nasdaq: DATS), a secure messaging, metaverse, and social media company, announced today the appointment of Mark Mathis as Chief Technology Officer of the company’s SmarterVerse, Inc. subsidiary.
Mathis is a Web 2 veteran with decades of start-up, institutional management, and development experience. Mathis was a contributor with Origin Protocol and a full-stack blockchain developer with expertise in developing NFT marketplaces, wallets, and public blockchains.
In addition, Renee J. Palacio, who is currently chief technology officer at SmarterVerse, Inc., will be assuming the role as Chief Information Officer and the company has retained New York City- based public relations firm Pace Public Relations.
Habytat by SmarterVerse aims to make the metaverse simple, fun, and accessible for all. This November, Habytat will be launching their Geniuz City which will change how we view and interact with the metaverse. Geniuz City will be a near photo-realistic world that is based on the city of Miami. Initially, you will be able to choose the style of house you want, then start customizing it to represent your personal style and taste. Every time you visit, you will receive rewards that can be used to enhance, expand, and improve your property.
To learn more about the Habytat metaverse, please visit SmarterVerse.com.
####
About DatChat, Inc.
DatChat Inc. is a blockchain, cybersecurity, 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 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.
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Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Press Contact:
Anna Walsh
Pace Public Relations
917-969-7081
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