DatChat Reports Material Definitive Agreement, Warrants at $49.80

TL;DR

**DatChat just signed a big deal, watch for impact on DATS and DATSW warrants.**

AI Summary

DatChat, Inc. filed an 8-K on January 19, 2024, reporting an event on January 16, 2024, related to its Common Stock ($0.0001 par value, trading as DATS) and Series A Warrants (trading as DATSW, exercisable at $49.80 per share). The filing indicates an entry into a material definitive agreement and other events, suggesting a significant corporate action that could impact the company's capital structure or future operations. This matters to investors because such agreements often precede changes in ownership, financing, or strategic direction, potentially affecting stock valuation and warrant exercise profitability.

Why It Matters

This filing signals a potentially significant corporate event for DatChat, Inc., which could influence the company's financial health and future stock performance, especially given the specific warrant exercise price of $49.80.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' without details, creating uncertainty about its nature and potential impact on the company.

Analyst Insight

Investors should monitor DatChat for subsequent filings or press releases that provide details about the 'material definitive agreement' to assess its impact on the company's financial position and future prospects before making investment decisions.

Key Numbers

• $0.0001 — Common Stock Par Value (Identifies the nominal value of each common share.)
• $49.80 — Series A Warrant Exercise Price (Crucial for determining the profitability of exercising warrants.)

Key Players & Entities

• DatChat, Inc. (company) — registrant
• $0.0001 (dollar_amount) — par value of Common Stock
• $49.80 (dollar_amount) — exercise price of Series A Warrants
• January 16, 2024 (date) — date of earliest event reported
• January 19, 2024 (date) — filing date of the 8-K

Forward-Looking Statements

• DatChat's stock (DATS) could experience increased volatility as more details about the 'material definitive agreement' emerge. (DATS) — medium confidence, target: Q1 2024
• The Series A Warrants (DATSW) will likely remain out-of-the-money unless the stock price significantly increases above $49.80. (DATSW) — high confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value DATS The Nasdaq Stock Mar
• $49.80 — of Common Stock at an exercise price of $49.80 DATSW The Nasdaq Stock Market LLC
• $1.85 — price for each share of Common Stock is $1.85 and the Underwriters have agreed to pur
• $1.702 — price for each share of Common Stock of $1.702. The public offering price for each Pre
• $1.8499 — ng price for each Pre-Funded Warrant is $1.8499 and the Underwriters have agreed to pur
• $1.7019 — a price for each Pre-Funded Warrant of $1.7019. The per share exercise price for the
• $0 — se price for the Pre-Funded Warrants is $0.0001, subject to adjustment as provided
• $1.8 m — ds from the Offering were approximately $1.8 million, before deducting underwriting di

Filing Documents

• ea191807-8k_datchat.htm (8-K) — 46KB
• ea191807ex1-1_datchat.htm (EX-1.1) — 395KB
• ea191807ex5-1_datchat.htm (EX-5.1) — 15KB
• ea191807ex99-1_datchat.htm (EX-99.1) — 9KB
• ea191807ex99-2_datchat.htm (EX-99.2) — 9KB
• ea191807ex99-3_datchat.htm (EX-99.3) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• ex99-2_001.jpg (GRAPHIC) — 14KB
• ex99-3_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-004875.txt ( ) — 879KB
• dats-20240116.xsd (EX-101.SCH) — 4KB
• dats-20240116_def.xml (EX-101.DEF) — 26KB
• dats-20240116_lab.xml (EX-101.LAB) — 36KB
• dats-20240116_pre.xml (EX-101.PRE) — 25KB
• ea191807-8k_datchat_htm.xml (XML) — 5KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. On January 16, 2024, DatChat, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with EF Hutton LLC (the "Representative"), as the representative of the underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of 382,972 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), and pre-funded warrants to purchase up 590,000 shares of Common Stock (the "Pre-Funded Warrants"). The public offering price for each share of Common Stock is $1.85 and the Underwriters have agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $1.702. The public offering price for each Pre-Funded Warrant is $1.8499 and the Underwriters have agreed to purchase the Pre-Funded Warrants pursuant to the Underwriting Agreement at a price for each Pre-Funded Warrant of $1.7019. The per share exercise price for the Pre-Funded Warrants is $0.0001, subject to adjustment as provided therein. The Pre-Funded Warrants are exercisable immediately and will expire when exercised in full. Each holder of a Pre-Funded Warrant will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise (the "Pre-Funded Warrant Beneficial Ownership Limitation"); provided, however, that upon 61 days' prior notice to the Company, the holder may increase or decrease the Pre-Funded Warrant Beneficial Ownership Limitation, but not to above 9.99%. The exercise price and number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants will be subject to adjustment in the event of any stock dividend, stock sp

01 Other Events

Item 8.01 Other Events. On January 16, 2024, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On January 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. On January 19, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporate herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement dated January 16, 2024 between DatChat, Inc. and EF Hutton LLC 4.1 Form of Pre-Funded Warrant (included as Exhibit A to Exhibit 1.1) 5.1 Opinion of Sheppard Mullin Richter & Hampton LLP 23.1 Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) 99.1 Press Release dated January 16, 2024 99.2 Press Release dated January 17, 2024 99.3 Press Release dated January 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 19, 2024 DATCHAT, INC. /s/ Darin Myman Darin Myman Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR