Business Context and Reporting Period
Company: Myseum, Inc. (f/k/a DatChat, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2026
Reporting Period: Event-based report regarding a material definitive agreement executed on February 6, 2026.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The primary financial data relates to a new equity financing facility:
- Aggregate Offering Size: Up to $3,500,000 in common stock.
- Sales Agent: The Benchmark Company, LLC.
- Commission Rate: 4.0% of gross proceeds; reduces to 3.0% if total sales reach $1,000,000 or more.
- Underlying Registration: Form S-3 (File No. 333-291818), declared effective December 3, 2025.
Material Changes
The Company entered into a First Amendment to its existing Sales Agreement dated February 10, 2025. The material change is the update of the shelf registration statement to the newly effective Form S-3 filed in late 2025. No other material changes to operations or financial position are disclosed in this specific report.
Guidance, Outlook, and Risks
- Offering Structure: The sale of shares will be conducted via an "at the market offering" program.
- Termination Conditions: The offering terminates upon the earlier of: (1) the sale of shares with an aggregate price of $3,500,000, or (2) termination by either the Company or Benchmark.
- Company Discretion: The Company is not obligated to sell any shares and may suspend solicitation at any time.
- Legal Opinion: An opinion regarding the legality of the shares was provided by Sheppard Mullin Richter & Hampton LLP.
Investor Verification Checklist
- Verify the status of the Form S-3 registration (File No. 333-291818) and the effectiveness of the Prospectus Supplement dated February 6, 2026.
- Review the full text of the First Amendment to the Sales Agreement (Exhibit 1.2) for specific conditions or covenants not summarized here.
- Confirm the Company's current cash position and immediate capital needs to assess the likelihood of utilizing the full $3.5 million facility.
- Check for any subsequent filings regarding the actual volume of shares sold under this agreement post-February 6, 2026.