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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 23, 2024

 

DATCHAT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40729   47-2502264
(State or other jurisdiction of incorporation)   (Commission File Number)   (I. R. S. Employer Identification No.)

 

204 Neilson Street

New Brunswick, NJ 08901

(Address of principal executive offices, including ZIP code)

 

(732) 374-3529

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.0001 par value   DATS   The Nasdaq Stock Market LLC
Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.98   DATSW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
   

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 23, 2024, the board of directors (the “Board”) of DatChat, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”).

 

The Amendment amends and restates in its entirety Article II, Section 2.7 of the Bylaws to clarify the shareholders entitled to vote on proposals at a meeting of the Company’s shareholders.

 

The foregoing description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Amendment No. 2 to the Amended and Restated Bylaws of DatChat, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 -1- 

 

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: October 24, 2024 DATCHAT, INC.
     
  By: /s/ Darin Myman
  Name: Darin Myman
  Title: Chief Executive Officer

 

 -2- 

 

 

AMENDMENT NO. 2 TO

AMENDED AND RESTATED BYLAWS

OF

DATCHAT, INC.

a Nevada Corporation

 

Pursuant to resolutions of the Board of Directors (the “Board”) of DatChat, Inc. a Nevada corporation (the “Corporation”) adopted via unanimous written consent of the Board on October 23, 2024 and in accordance with the authority provided to the directors pursuant to Article IX, Section 9.1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”):

 

1.Article II, Section 2.7 of the Bylaws is amended and restated in its entirety as follows as of October 23, 2024 (the “Effective Time”):

 

Section 2.7. Voting. Unless otherwise required by law, the Articles of Incorporation or these By-Laws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Articles of Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereon held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.8. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

 

CERTIFICATion

 

I, the undersigned, do hereby certify:

 

1. That I am the Chief Executive Officer of DatChat, Inc., a Nevada corporation; and

 

2. That the foregoing Amendment No. 2 to the Amended and Restated Bylaws, was duly adopted by the Board of Directors of said corporation via unanimous written consent on October 23, 2024.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of October 23, 2024.

 

  /s/ Darin Myman
  Darin Myman, Chief Executive Officer

 

   

 

 

v3.24.3
Cover
Oct. 23, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 23, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-40729
Entity Registrant Name DATCHAT, INC.
Entity Central Index Key 0001648960
Entity Tax Identification Number 47-2502264
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 204 Neilson Street
Entity Address, City or Town New Brunswick
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08901
City Area Code 732
Local Phone Number 374-3529
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common stock, $0.0001 par value  
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol DATS
Security Exchange Name NASDAQ
Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.98  
Title of 12(b) Security Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.98
Trading Symbol DATSW
Security Exchange Name NASDAQ
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