Myseum, Inc. 8-K

What Happened

• Myseum, Inc. (f/k/a DatChat, Inc.) announced on February 6, 2026 that it entered into a First Amendment to its February 10, 2025 Sales Agreement with The Benchmark Company, LLC. The amended agreement supports an at‑the‑market (ATM) offering of up to $3,500,000 aggregate sales price of common stock under the Company’s Form S-3 shelf registration (File No. 333-291818), which was filed November 26, 2025 and declared effective December 3, 2025. A prospectus supplement dated February 6, 2026 was filed concurrently with the SEC.

Key Details

• Agent: The Benchmark Company, LLC will serve as sales agent for the ATM program.
• Size: Up to $3,500,000 aggregate offering of common stock.
• Fees: Standard commission of 4.0% of gross proceeds per sale; reduced to 3.0% if the amount of Shares sold under the Sales Agreement increases to $1,000,000 or more.
• Other terms: Myseum is not obligated to sell shares, may suspend offers at any time, and the offering terminates on the earlier of (a) sale of $3.5M aggregate or (b) termination by either party. Myseum agreed to customary indemnification and to reimburse certain agent expenses.
• Legal: Sheppard Mullin Richter & Hampton LLP provided a legal opinion regarding the legality of the Shares (filed as Exhibit 5.1 and referenced in the prospectus supplement).

Why It Matters

• This amendment sets up an on‑going, flexible way for Myseum to raise up to $3.5M of capital over time by selling shares into the market, which can help fund operations or growth without a single large financing event.
• Investors should note potential dilution from future share sales and the cost of capital (commissions of 3–4% plus reimbursed expenses). The company is not required to sell any shares and can pause or end the program, so timing and actual dilution will depend on Myseum’s future decisions and market conditions.