Business Context and Reporting Period
This Form 8-K Current Report was filed by DatChat, Inc. (trading symbol: DATS) on August 31, 2021, covering events occurring on August 26 and August 27, 2021. The registrant is an emerging growth company incorporated in Nevada with principal executive offices in New Brunswick, NJ.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics. The report focuses on executive compensation arrangements and corporate partnerships.
Material Changes and Events
Executive Compensation (Item 5.02)
On August 27, 2021, the Company entered into an Employment Agreement with Darin Myman, effective August 15, 2021. Key terms include:
- Base Salary: Increased to $450,000 per year.
- Annual Bonus: Eligible for up to $350,000, subject to criteria established by the Compensation Committee.
- Severance Benefits: In the event of termination due to death, Total Disability, Good Reason, or without Cause, Mr. Myman is entitled to 24 months of base salary, subsidized COBRA coverage for 24 months, and pro-rated bonus payments.
- Change in Control: Termination within 40 days of a Change in Control triggers severance, including a pro-rated Annual Bonus of at least $200,000.
- Equity Vesting: All equity grants immediately vest upon termination for Good Reason or without Cause.
Strategic Partnership (Item 8.01)
On August 26, 2021, the Company announced a partnership with Rutgers University Computer Science through their Industry Affiliates Program.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, forward-looking outlook, or specific risk factors beyond the standard disclosures inherent in executive compensation agreements. The Employment Agreement is subject to the full text attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the full text of the Employment Agreement (Exhibit 10.1) to understand specific definitions of "Good Reason," "Cause," and "Change in Control."
- Review the press release (Exhibit 99.1) for details on the scope and financial implications of the Rutgers University partnership.
- Confirm the Company's current cash position to assess the ability to fund the new executive compensation structure and potential severance obligations.
- Check subsequent filings for any updates on the Rutgers partnership or changes to the executive team.