DatChat, Inc. Announces Warrant Exercise Agreement

TL;DR

DatChat warrants exercised at $4.98, expect cash inflow.

AI Summary

On October 29, 2024, DatChat, Inc. entered into a material definitive agreement, specifically a warrant exercise agreement. This agreement involves the exercise of Series W warrants, each exercisable for one share of common stock at an exercise price of $4.98 per share.

Why It Matters

This filing indicates potential new capital infusion for DatChat, Inc. as warrants are exercised, which could impact its financial standing and operational capacity.

Risk Assessment

Risk Level: medium — The exercise of warrants can signal dilution or a need for capital, but the specific terms and impact on the company's financial health require further analysis.

Key Numbers

• $4.98 — Warrant Exercise Price (Price per share for Series W warrants)

Key Players & Entities

• DatChat, Inc. (company) — Registrant
• October 29, 2024 (date) — Date of earliest event reported
• $4.98 (dollar_amount) — Exercise price for Series W warrants

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value DATS The Nasdaq Stock Mar
• $4.98 — of Common Stock at an exercise price of $4.98 DATSW The Nasdaq Stock Market LLC

Filing Documents

• ea0219932-8k_datchat.htm (8-K) — 32KB
• ea021993201ex2-1_datchat.htm (EX-2.1) — 150KB
• ea021993201ex99-1_datchat.htm (EX-99.1) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-094213.txt ( ) — 457KB
• dats-20241029.xsd (EX-101.SCH) — 4KB
• dats-20241029_def.xml (EX-101.DEF) — 26KB
• dats-20241029_lab.xml (EX-101.LAB) — 36KB
• dats-20241029_pre.xml (EX-101.PRE) — 25KB
• ea0219932-8k_datchat_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

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 enti

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1# Share Exchange Agreement entered into as of October 29, 2024, by and among Dragon Interact, Inc. and RPM Interactive . 99.1 Press Release dated October 30, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # 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. -1-

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. DATCHAT, INC. Dated: November 4, 2024 By: /s/ Darin Myman Name: Darin Myman Title: Chief Executive Officer -2-

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View this 8-K filing on SEC EDGAR