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 21, 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) | (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 21, 2022, the board of directors (the “Board”) of DatChat, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”).
The Amendment amends and restates in its entirety Article II, Section 2.6 of the Bylaws to lower the quorum requirement for shareholder meetings from requiring the holders of a majority of the Company’s capital stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy to one-third of the holders of the Company’s capital stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy. Furthermore, the Amendment amends and restates in its entirety Article IX, Section 9.1 of the Bylaws to permit the Board to adopt, amend or repeal the Bylaws by written consent in lieu of a meeting.
The foregoing description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Bylaws of DatChat, Inc. | |
| 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 26, 2022 | DATCHAT, INC. |
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
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Exhibit 3.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED BYLAWS
OF
DATCHAT, INC.
a Nevada Corporation
Pursuant to resolutions of the Board of Directors (the “Board”) of DatChat, Inc., a Nevada corporation (the “Corporation”), adopted at a meeting of the Board held on October 21, 2022 and in accordance with the authority provided to the directors pursuant to Article IX, Section 9.1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”):
| 1. | Article II, Section 2.6 of the Bylaws is amended and restated in its entirety as follows as of October 21, 2022 (the “Effective Time”): |
“Section 2.6. Quorum. Unless otherwise required by applicable law or the Articles of Incorporation, the holders of thirty-three and one-third percent (33 and 1/3%) of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5 hereof, until a quorum shall be present or represented.
| 2. | Article IX, Section 9.1 of the Bylaws is amended and restated in its entirety as follows as of the Effective Time: |
Section 9.1 Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal these By-Laws. Notwithstanding the foregoing sentence, these By-Laws may be amended or repealed in any respect, and new by-laws may be adopted, in each case by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.
C E R T I F I C A T ION
I, the undersigned, do hereby certify:
1. That I am the chief executive officer of DatChat, Inc., a Nevada corporation; and
2. That the foregoing Amendment No. 1 to the Amended and Restated Bylaws, was duly adopted by the Board of Directors of said corporation on October 21, 2022.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of October 21, 2022.
| /s/ Darin Myman | |
| Darin Myman, Chief Executive Officer |
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