DatChat, Inc. Files 8-K: Material Agreement & Exhibits

TL;DR

DatChat filed an 8-K on Feb 10, 2025, reporting a material agreement and financial exhibits.

AI Summary

On February 10, 2025, DatChat, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes financial statements and exhibits, indicating significant corporate activity for the company.

Why It Matters

This filing signals a significant corporate event or agreement for DatChat, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — An 8-K filing indicates significant corporate events, which can introduce volatility and risk depending on the nature of the agreement.

Key Players & Entities

• DatChat, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-40729 (commission_file_number) — SEC File Number
• 47-2502264 (irs_number) — I. R. S. Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — nge 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
• $6,000,000 — aving an aggregate sales price of up to $6,000,000, from time to time, through an "at the
• $1 million — under the Sales Agreement increases to $1 million or more, then the commission rate will

Filing Documents

• ea0230455-8k_datchat.htm (8-K) — 35KB
• ea023045501ex1-1_datchat.htm (EX-1.1) — 227KB
• ea023045501ex5-1_datchat.htm (EX-5.1) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-011770.txt ( ) — 562KB
• dats-20250210.xsd (EX-101.SCH) — 4KB
• dats-20250210_def.xml (EX-101.DEF) — 26KB
• dats-20250210_lab.xml (EX-101.LAB) — 36KB
• dats-20250210_pre.xml (EX-101.PRE) — 25KB
• ea0230455-8k_datchat_htm.xml (XML) — 6KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On February 10, 2025, DatChat, Inc. ("we," "us," the "Company" or "DatChat") entered into a Sales Agreement (the "Sales Agreement") with The Benchmark Company, LLC ("Benchmark"), to sell shares of our common stock, par value $0.0001 per share, (the "Shares") having an aggregate sales price of up to $6,000,000, from time to time, through an "at the market offering" program under which Benchmark will act as sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay Benchmark a commission rate equal to 4.0% of the aggregate gross proceeds from each sale of Shares; provided however, that in the event that the amount of Shares sold under the Sales Agreement increases to $1 million or more, then the commission rate will be reduced to 3%. In addition, we have agreed to provide Benchmark with customary indemnification and contribution rights. We will also reimburse Benchmark for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto. We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $6,000,000 and (2) the termination of the Sales Agreement by either us or Benchmark, as permitted therein. The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-268058) filed by the Company with the SEC on October 28, 2022 and declared effective by the SEC on December 6, 2022. Concurrent

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Sales Agreement between DatChat, Inc. and The Benchmark Company, LLC 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 23.1 Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1 filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request 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. Date: February 10, 2025 DATCHAT, INC. By: /s/ Darin Myman Name: Darin Myman Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR