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What changed in Myseum, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Myseum, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+185 added−183 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-31)

Top changes in Myseum, Inc.'s 2025 10-K

185 paragraphs added · 183 removed · 135 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Privacy Policy Privacy and security are the foundations of our Company. We recognize that this is why users are drawn to the application and that our users care deeply about how their personal information is collected, used and shared.
Biggest changeWe recognize that this is why users are drawn to the application and that our users care deeply about how their personal information is collected, used and shared. When you read our Privacy Policy, we hope that you notice that it has been written to advance our core principles and protect the integrity of the application.
On March 4, 2015, an amendment to our articles of incorporation was filed with the Nevada Secretary of State, changing YssUp, Inc.’s name to “DatChat, Inc.” On September 22, 2016, amended and restated articles of incorporation were filed with the Nevada Secretary of State in order to, among other things, authorize the Company to issue preferred stock.
On March 4, 2015, an amendment to our articles of incorporation was filed with the Nevada Secretary of State, changing YssUp, Inc.’s name to “DatChat, Inc.” On September 22, 2016, we filed amended and restated articles of incorporation were filed with the Nevada Secretary of State in order to, among other things, authorize the Company to issue preferred stock.
The Habytat Prior ot the acquisition of RPM, we had developed and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using emerging technology like virtual and augmented reality, to create a highly immersive 3D environment.
The Habytat Prior to the acquisition of RPM, we had developed and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using emerging technology like virtual and augmented reality, to create a highly immersive 3D environment.
RPM’s assets included an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. (“RPM Interactive”) and shifted its focus to developing AI-driven podcast and gaming technologies.
RPM’s assets included an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. and shifted its focus to developing AI-driven podcast and gaming technologies.
Backed by AI technology and proprietary software, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos, and documents within a highly secure and private family library.
Backed by proprietary software, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos, and documents within a highly secure and private family library.
Myseum Social Media Platform The current market for social media and photo sharing applications is highly competitive, and we expect that it will remain competitive. There are currently several large companies that provide social media applications, and we expect several more competitors to enter into this market in the next few years.
Myseum and Picture Party by Myseum Social Media Platform The current market for social media and photo sharing applications is highly competitive, and we expect that it will remain competitive. There are currently several large companies that provide social media applications, and we expect several more competitors to enter into this market in the next few years.
Recognizing that currently our media is more often stored in digital form, it can make it harder to share both now and with future generations we set out to build the Myseum Social Media platform to solve this problem. 3 Software and Development DatChat Messenger & Myseum Social Media Platform Our ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability to improve proven applications for established markets in which we have competitive advantages.
Recognizing that currently our media is more often stored in digital form, it can make it harder to share both now and with future generations we set out to build the Myseum and Picture Party by Myseum Social Media platform to solve this problem. 2 Software and Development DatChat Messenger & Myseum Social Media Platform Our ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability to improve proven applications for established markets in which we have competitive advantages.
Available Information Our website address is www.datchat.com. The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address is included in this document as an inactive textual reference only. We make our filings with the U.S.
The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address is included in this document as an inactive textual reference only. We make our filings with the U.S.
As of March 28, 2024, we had 15 issued patents, no notices of allowance and 2 filed patent applications in the United States relating to our encryption technologies, blockchain platform and digital assets. Our issued patents will expire in 2036. In addition, we plan to continue expanding and strengthening our IP portfolio with additional patent applications in the future.
As of March 28, 2026, we had 20 issued patents, no notices of allowance and 1 filed patent applications in the United States relating to our encryption technologies, blockchain platform and digital assets. Our issued patents will expire in 2036. In addition, we plan to continue expanding and strengthening our IP portfolio with additional patent applications in the future.
Our flagship applications are the DatChat Privacy Platform and Private Encrypted Social Network, which address the needs of consumers and businesses to communicate with increased levels of privacy and control over messages and social posts, even after they are sent or shared.
Our flagship applications are the DatChat Privacy Platform and Private Encrypted Social Network and Picture Party by Myseum, which both address the needs of consumers and businesses to communicate with increased levels of privacy and control over messages and social posts, even after they are sent or shared.
For example, users may exercise their rights pursuant to the EU General Data Protection Regulation (“GDPR”) or Section 1798.83 of the California Civil Code, simply by submitting a request via email to privacy@DatChat.com. 5 Employees As of March 26, 2025, we have a total of 10 full-time employees and no part-time employees.
For example, users may exercise their rights pursuant to the EU General Data Protection Regulation (“GDPR”) or Section 1798.83 of the California Civil Code, simply by submitting a request via email to privacy@DatChat.com. Employees As of March 29, 2026, we have a total of 11 full-time employees and no part-time employees.
No assurance can be given that we will successfully develop new or future applications that will be embraced by users or generate revenue. RPM Interactive, Inc.
No assurance can be given that we will successfully develop new or future applications that will be embraced by users or generate revenue.
Our Myseum application addresses the needs of both consumers and businesses by bringing a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
Our Myseum and Picture Party by Myseum applications address the needs of both consumers and businesses by bringing a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
Following the acquisition, i n January 2025, we returned 3,500,000 shares of the RPM Interactive common stock held by us to RPM Interactive, which shares were cancelled and are no longer outstanding on RPM Interactive’s stock ledger. Following these transactions, we hold 9,000,000 shares of the RPM Interactive’s common stock, or approximately 34% of its outstanding shares.
Following the acquisition, in January 2025, we returned 3,500,000 shares of RPM’s common stock held by us to RPM, which shares were cancelled and are no longer outstanding on RPM’s stock ledger. Following these transactions, we held 12,500,000 shares of the RPM’s common stock, or approximately 34% of its outstanding shares.
(“Dragon”), e ntered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock.
In October 2024, our majority owned subsidiary, Dragon Interact, Inc. (“Dragon”), entered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock.
The application also includes a screen shot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
Users can decide how long their messages last on the recipient’s device. The application also includes a screenshot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
Myseum allows users to create amazing albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums and leave time released video messages for both now and future generations. RPM Interactive, Inc. In October 2024, our majority owned subsidiary, Dragon Interact, Inc.
Myseum allows users to create amazing albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums and leave time released video messages for both now and future generations.
In addition to the foregoing, the application also provides users with the ability to connect via an encrypted live video chat that also is designed to prevent screenshots or screen grabs.
In addition to the foregoing, the application also provides users with the ability to connect via an encrypted live video chat that also is designed to prevent screenshots or screen grabs. The application integrates with iMessage, making private messages potentially available to hundreds of millions of users.
The application also enables users to hide secret and encrypted messages behind a cover, which messages can only be unlocked by the recipient and which are automatically destroyed after a fixed number of views or fixed amount of time. Users can decide how long their messages last on the recipient’s device.
A user can elect at any time to delete a message that they previously sent to a recipient’s device. The application also enables users to hide secret and encrypted messages behind a cover, which messages can only be unlocked by the recipient and which are automatically destroyed after a fixed number of views or fixed amount of time.
We had further contemplated spinning-off our Habytat platform business into a new standalone public company pursuant to a distribution of the shares of the our shareholders.
We had further contemplated spinning-off our Habytat platform business into a new standalone public company pursuant to a distribution of shares to our shareholders. As discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform.
See “Business – RPM Interactive, Inc.” and “Business – The Habytat.” DatChat Messenger & Private Social Network Our platform allows users to exercise control over their messages and posts, even after they are sent. Through our application, users can delete messages that they have sent, on their own device and the recipient’s device as well.
DatChat Messenger & Private Social Network Our platform allows users to exercise control over their messages and posts, even after they are sent. Through our application, users can delete messages that they have sent, on their own device and the recipient’s device as well. There is no set time limit within which they must exercise this choice.
The application integrates with iMessage, making private messages potentially available to hundreds of millions of users. 1 Myseum Social Media Platform We recently launched our Myseum social media platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
Myseum Social Media Platform In March 2025, we launched our Myseum social media platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
The RPM products are still under development and the marketing and monetization strategies are being developed as well. 4 Intellectual Property Portfolio DatChat Messenger & Private Social Network We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
Intellectual Property Portfolio DatChat Messenger & Private Social Network and Picture Party by Myseum We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
Third parties, including our competitors, may make claims from time to time that we have infringed their patents, trademarks, copyrights, trade secrets, or other intellectual property rights. As our business grows and competition rises, the risk of facing claims related to intellectual property and litigation matters will likely increase.
Third parties, including our competitors, may make claims from time to time that we have infringed their patents, trademarks, copyrights, trade secrets, or other intellectual property rights.
We believe that it is the range of privacy and security features that we offer that sets us apart from our competitors.
Well-established competitors include Snapchat, WhatsApp, Facebook Messenger, Facebook, Telegram, MeWe, Confide and Apple iMessage. We believe that it is the range of privacy and security features that we offer that sets us apart from our competitors.
When you read our Privacy Policy, we hope that you notice that it has been written to advance our core principles and protect the integrity of the application. When users sign up for the application, they are required to provide us with certain personal information such as their name, email address and phone number.
When users sign up for the application, they are required to provide us with certain personal information such as their name, email address and phone number.
There are currently several large companies that provide mobile messenger applications and we expect several more competitors to enter into this market in the next few years. Well-established competitors include Snapchat, WhatsApp, Facebook Messenger, Facebook, Telegram, MeWe, Confide and Apple iMessage.
Competition DatChat Messenger & Private Social Network The current market for mobile messenger applications is highly competitive, and we expect that it will remain competitive. There are currently several large companies that provide mobile messenger applications and we expect several more competitors to enter into this market in the next few years.
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ITEM 1. BUSINESS Overview We are a private messaging, cybersecurity, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others.
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ITEM 1. BUSINESS Overview We are a privacy and social media technology company focused on innovative and creative user platforms. Our flagship platform is “Picture Party by Myseum”, a next-generation on demand social networking platform that makes it easier and private to share your photos, videos and messages both today, and for generations to come.
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We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve the same right to privacy online that we enjoy in our own living rooms.
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Our innovative social media platform brings a fresh and needed approach to digital media and content management, allowing users to create a digital legacy that makes it easier to share both today, and with future generations. The platform is backed by both patented technology and proprietary software.
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Our flagship product, DatChat Messenger & Private Social Network, is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve. Recently, we have expanded our business and product offerings to include the development of our Myseum platform, a secure digital content management and storage solution for families, groups and individuals.
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We also operate the DatChat Messenger & Private Social Network, which presents technology that allows users to change how long their messages can be viewed before or after users send them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls. The patented technology offers users a traditional texting experience while providing control and security for their messages.
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In addition, as a result of our acquisition of RPM Interactive, Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc.
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With the DatChat Messenger, a user can decide how long their messages last on a recipient’s device while feeling secure that at any time, and delete individual messages or entire message threads, making it like the conversation never happened.
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(recently renamed RPM Interactive, Inc.) away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming platforms.
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Picture Party Platform In December 2025, we launched Picture Party by Myseum , a new on demand social networking and social sharing platform designed to address growing concerns around content control, security, and intentional digital connection.
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There is no set time limit within which they must exercise this choice. A user can elect at any time to delete a message that they previously sent to a recipient’s device.
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The platform was developed to capitalize on the widespread need for a more controlled and purposeful way to share photos and videos-one that solves persistent privacy and ownership challenges not adequately addressed by existing social media offerings. Picture Party by Myseum introduces a new way to make sharing photos, videos and messages easier, a lot more fun and private.
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As discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating ways to utilize the technology that had been developed by our subsidiary. 2 Competition DatChat Messenger & Private Social Network The current market for mobile messenger applications is highly competitive, and we expect that it will remain competitive.
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Picture Party is much more than a shared album; it’s a complete personal and private social network with a live feed that updates instantly as all guests’ posts. A user can share a post with dozens of pictures, comment and react.
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It even organizes the photos in an album, or the user can relive the Picture Party with all the comments and posts as they happened. Unlike group chats that are unorganized, no matter when a user joins the Picture Party, they can see everything from the beginning.
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Picture Party makes it easier and more fun to share with the people right next to the user, or anywhere in the world.
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Picture Party solves everyday sharing frustrations by eliminating the common headaches of modern photo sharing: ● No more passing around a phone for others to view photos and videos. ● No more crowds gathering over a user’s shoulder to see a clip. ● No more debating whether to text, drop, email, or tag group photos. ● No more struggling with social media privacy, data exposure, or AI training risks. 1 RPM Interactive, Inc.
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On December 12, 2025, RPM entered into an Agreement and Plan of Merger with Avalon GloboCare Corp., a Delaware corporation (“Avalon”), and certain other parties, pursuant to which the Company sold its minority interest in RPM to Avalon. Upon the closing of the transaction, the Company received 6,561.71 shares of Series E Preferred Stock of Avalon as consideration.
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As a result of the closing, the Company no longer holds a controlling interest in and is no longer the primary beneficiary of RPM, which was a variable interest entity, and as of December 12, 2025, has deconsolidated RPM.
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In accordance with ASC 205-20, the results of operations and the assets and liabilities of RPM have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.
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As our business grows and competition rises, the risk of facing claims related to intellectual property and litigation matters will likely increase. 3 Our Privacy Policy Privacy and security are the foundations of our Company.
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On August 7, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change our name to “Myseum, Inc.” 4 Available Information Our website address is www.myseum.com.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMoreover, the adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or mobile applications, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for the application and increase our cost of doing business.
Biggest changeIf it becomes more difficult for our users to access and use the application on their mobile devices, if our users choose not to access or use the application on their mobile devices, or if our users choose to use mobile products that do not offer access to the application, our user growth, retention, and engagement could be seriously harmed. 9 Moreover, the adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or mobile applications, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for the application and increase our cost of doing business.
Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, are: ● sale of our common stock by our shareholders, executives, and directors; ● volatility and limitations in trading volumes of our shares of common stock; 18 ● our ability to obtain financing; ● the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors; ● our ability to attract new customers; ● changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our shareholders; ● our cash position; ● announcements and events surrounding financing efforts, including debt and equity securities; ● our inability to enter into new markets or develop new products; ● reputational issues; ● announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors; ● changes in general economic, political and market conditions in or any of the regions in which we conduct our business; ● changes in industry conditions or perceptions; ● analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; ● departures and additions of key personnel; ● disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations; ● changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and ● other events or factors, many of which may be out of our control.
Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, are: ● sale of our common stock by our shareholders, executives, and directors; ● volatility and limitations in trading volumes of our shares of common stock; ● our ability to obtain financing; ● the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors; ● our ability to attract new customers; ● changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our shareholders; ● our cash position; ● announcements and events surrounding financing efforts, including debt and equity securities; ● our inability to enter into new markets or develop new products; ● reputational issues; ● announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors; ● changes in general economic, political and market conditions in or any of the regions in which we conduct our business; ● changes in industry conditions or perceptions; ● analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; ● departures and additions of key personnel; ● disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations; ● changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and ● other events or factors, many of which may be out of our control.
There are many factors that could negatively affect user retention, growth, and engagement, including if: ● users increasingly engage with competing products instead of ours; ● our competitors may mimic our products and therefore harm our user engagement and growth; ● we fail to introduce new and exciting products and services or those we introduce are poorly received; ● our products fail to operate effectively on the iOS and Android mobile operating systems; ● we are unable to continue to develop products that work with a variety of mobile operating systems, networks, and smartphones; ● we are unable to combat hostile or inappropriate usage of our products; ● there are changes in user sentiment about the quality or usefulness of the application; ● there are concerns about the implications for privacy, safety, or security of our products; ● there are changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees that adversely affect the user experience; ● technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner; ● we fail to provide adequate service to users; ● we are the subject of adverse media reports or other negative publicity; and ● we do not maintain our brand image or our reputation is damaged.
There are many factors that could negatively affect user retention, growth, and engagement, including if: ● users increasingly engage with competing products instead of ours; ● our competitors may mimic our products and therefore harm our user engagement and growth; ● we fail to introduce new and exciting products and services or those we introduce are poorly received; 7 ● our products fail to operate effectively on the iOS and Android mobile operating systems; ● we are unable to continue to develop products that work with a variety of mobile operating systems, networks, and smartphones; ● we are unable to combat hostile or inappropriate usage of our products; ● there are changes in user sentiment about the quality or usefulness of the application; ● there are concerns about the implications for privacy, safety, or security of our products; ● there are changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees that adversely affect the user experience; ● technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast and reliable manner; ● we fail to provide adequate service to users; ● we are the subject of adverse media reports or other negative publicity; and ● we do not maintain our brand image or our reputation is damaged.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including: ● inability to integrate or benefit from acquired technologies or services in a profitable manner; ● unanticipated costs or liabilities associated with the acquisition; 19 ● difficulty integrating the accounting systems, operations and personnel of the acquired business; ● difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; ● difficulty converting the customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; ● diversion of management’s attention from other business concerns; ● adverse effects to our existing business relationships with business partners and customers as a result of the acquisition; ● the potential loss of key employees; ● use of resources that are needed in other parts of our business; and ● use of substantial portions of our available cash to consummate the acquisition.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including: ● inability to integrate or benefit from acquired technologies or services in a profitable manner; ● unanticipated costs or liabilities associated with the acquisition; ● difficulty integrating the accounting systems, operations and personnel of the acquired business; ● difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; ● difficulty converting the customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; ● diversion of management’s attention from other business concerns; ● adverse effects to our existing business relationships with business partners and customers as a result of the acquisition; ● the potential loss of key employees; ● use of resources that are needed in other parts of our business; and ● use of substantial portions of our available cash to consummate the acquisition.
In addition, Amazon may take actions beyond our control that could seriously harm our business, including: ● discontinuing or limiting our access to its cloud platform ● increasing pricing terms; 11 ● terminating or seeking to terminate our contractual relationship altogether; ● establishing more favorable relationships or pricing terms with one or more of our competitors; and ● modifying or interpreting its terms of service or other policies in a manner that impacts our ability to run our business and operations.
In addition, Amazon may take actions beyond our control that could seriously harm our business, including: ● discontinuing or limiting our access to its cloud platform ● increasing pricing terms; ● terminating or seeking to terminate our contractual relationship altogether; ● establishing more favorable relationships or pricing terms with one or more of our competitors; and ● modifying or interpreting its terms of service or other policies in a manner that impacts our ability to run our business and operations.
Such lapses could have a material adverse effect on our business, prospects, results of operations and financial condition. If third parties claim that we infringe their intellectual property, it may result in costly litigation. We cannot assure you that third parties will not claim our current or future products or services infringe their intellectual property rights.
Such lapses could have a material adverse effect on our business, prospects, results of operations and financial condition. 10 If third parties claim that we infringe their intellectual property, it may result in costly litigation. We cannot assure you that third parties will not claim our current or future products or services infringe their intellectual property rights.
Because Myseum is based on certain new technologies, it is subject to risks of failure that are particular to new technologies, including the possibility that: ● Myseum may not gain market acceptance; ● proprietary rights of third parties may preclude us from marketing a new product or service; ● Mtseum may not receive the exposure required to obtain new users; or ● third parties may market superior products or services.
Because Myseum is based on certain new technologies, it is subject to risks of failure that are particular to new technologies, including the possibility that: ● Myseum may not gain market acceptance; ● proprietary rights of third parties may preclude us from marketing a new product or service; ● Myseum may not receive the exposure required to obtain new users; or ● third parties may market superior products or services.
Any decrease in user retention, growth, or engagement could render our products less attractive to users, advertisers, or partners, and would seriously harm our business. 9 There is a risk that the public will not perceive the privacy protections that we offer to be necessary or useful and therefore will not be interested in our services.
Any decrease in user retention, growth, or engagement could render our products less attractive to users, advertisers, or partners, and would seriously harm our business. There is a risk that the public will not perceive the privacy protections that we offer to be necessary or useful and therefore will not be interested in our services.
In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. Our ability to have our securities traded on the Nasdaq Capital Market is subject to us meeting applicable listing criteria. We are currently listed on the Nasdaq Stock Market, LLC (“Nasdaq”), a national securities exchange.
In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. 20 Our ability to have our securities traded on the Nasdaq Capital Market is subject to us meeting applicable listing criteria. We are currently listed on the Nasdaq Stock Market, LLC (“Nasdaq”), a national securities exchange.
Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively impact our efforts to understand users. Further, in March 2017, the United Kingdom formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”).
Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively impact our efforts to understand users. 13 Further, in March 2017, the United Kingdom formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”).
These and other factors may lead users to switch to another entertainment option rapidly, which can interfere with our ability to forecast usage and would negatively affect our user retention, growth, and engagement. Falling user retention, growth, or engagement rates could harm our business. We face intense competition for our products and services.
These and other factors may lead users to switch to another entertainment option rapidly, which can interfere with our ability to forecast usage and would negatively affect our user retention, growth, and engagement. Falling user retention, growth, or engagement rates could harm our business. 15 We face intense competition for our products and services.
Although we are able to license some of our technologies in their current stage of development, we cannot assure that we will be able to develop new products or enhancements to our existing products in order to remain competitive. We are dependent on the services of certain key management personnel, employees, and advisors.
Although we are able to license some of our technologies in their current stage of development, we cannot assure that we will be able to develop new products or enhancements to our existing products in order to remain competitive. 5 We are dependent on the services of certain key management personnel, employees, and advisors.
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. 21 We may be at risk of securities class action litigation.
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. 19 We may be at risk of securities class action litigation.
Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. 7 The application is based on new and unproven technologies and is subject to the risks of failure inherent in the development of new products and services.
Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. The application is based on new and unproven technologies and is subject to the risks of failure inherent in the development of new products and services.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, we do not have any experience in acquiring other businesses.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. 17 In addition, we do not have any experience in acquiring other businesses.
If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we may not be able to create revenue and expand our business. 8 Defects in the application and the technology powering it may adversely affect our business.
If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we may not be able to create revenue and expand our business. Defects in the application and the technology powering it may adversely affect our business.
Additionally, if we raise additional capital by making offerings of debt or preference shares, upon our liquidation, holders of our debt securities and preference shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of our common stock. 20 Market and economic conditions may negatively impact our business, financial condition and share price.
Additionally, if we raise additional capital by making offerings of debt or preference shares, upon our liquidation, holders of our debt securities and preference shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of our common stock. 18 Market and economic conditions may negatively impact our business, financial condition and share price.
These disclosure requirements would likely have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. 23 FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
These disclosure requirements would likely have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. 21 FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
We are susceptible to market conditions and risks associated with the metaverse and digital entertainment industry, including the popularity, customers’ preferences, and potential regulations, all of which are difficult to predict and are beyond our control.
Our business is subject to risks generally associated with the metaverse and digital entertainment industry. We are susceptible to market conditions and risks associated with the metaverse and digital entertainment industry, including the popularity, customers’ preferences, and potential regulations, all of which are difficult to predict and are beyond our control.
If we fail to accurately anticipate or manage the risks associated with Myseum or if we directly or indirectly become subject to disputes, liability, or other legal or regulatory issues in connection with either of these initiatives, they may not be successful and our business, financial condition, results of operations, reputation, and prospects could be materially harmed. 16 Our business is subject to risks generally associated with the metaverse and digital entertainment industry.
If we fail to accurately anticipate or manage the risks associated with Myseum or if we directly or indirectly become subject to disputes, liability, or other legal or regulatory issues in connection with either of these initiatives, they may not be successful and our business, financial condition, results of operations, reputation, and prospects could be materially harmed.
Our business would be harmed if: ● Apple discontinues or limits access to its platform by us and other application developers; ● Apple modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers, or Apple changes how the personal information of its users is made available to application developers on their respective platforms or shared by users; ● Apple establishes more favorable relationships with one or more of our competitors; ● Apple limits our access to its application marketplace because our application provides mobile messaging services similar to Apple; or ● Apple makes changes in its operating system or development platform that are incompatible with our technology.
Our business would be harmed if: ● Apple discontinues or limits access to its platform by us and other application developers; ● Apple modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers, or Apple changes how the personal information of its users is made available to application developers on their respective platforms or shared by users; ● Apple establishes more favorable relationships with one or more of our competitors; ● Apple limits our access to its application marketplace because our application provides mobile messaging services similar to Apple; or ● Apple makes changes in its operating system or development platform that are incompatible with our technology. 6 We expect to benefit from Apple’s strong brand recognition and large user base.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Our directors, executive officers and each of our stockholders who owned greater than 5% of our outstanding Common Stock beneficially, as of March 28, 2025, own approximately 7.7% of our common stock outstanding.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Our directors, executive officers and each of our stockholders who owned greater than 5% of our outstanding Common Stock beneficially, as of March 29, 2026, own approximately 11.15% of our common stock outstanding.
We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base and generating revenue. We are focused on the mobile application industry, specifically the mobile messaging market, which is already saturated with established companies.
We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base and generating revenue. We are focused on the mobile application and social sharing platform industries, which is already saturated with established companies.
We also continue to develop and refine functions of the application. 6 We have not developed a strong customer base, and we have not generated sustainable revenue since inception. We cannot assure you that we ever will. We will incur significant losses in launching products and we may not realize sufficient subscriptions or profits in order to sustain our business.
We have not developed a strong customer base, and we have not generated sustainable revenue since inception. We cannot assure you that we ever will. We will incur significant losses in launching products and we may not realize sufficient subscriptions or profits in order to sustain our business.
Accidental or willful security breaches or other unauthorized access by third parties or our employees, our information systems or the systems of our third-party providers, or the existence of computer viruses or malware in our or their data or software could expose us to risks of information loss and misappropriation of proprietary and confidential information, including information relating to our products or customers and the personal information of our employees.
Accidental or willful security breaches or other unauthorized access by third parties or our employees, our information systems or the systems of our third-party providers, or the existence of computer viruses or malware in our or their data or software could expose us to risks of information loss and misappropriation of proprietary and confidential information, including information relating to our products or customers and the personal information of our employees. 11 In addition, we could become subject to unauthorized network intrusions and malware on our own IT networks.
We expect to benefit from Apple’s strong brand recognition and large user base. If Apple loses its market position or otherwise falls out of favor with mobile users, we would need to identify alternative channels for marketing, promoting and distributing our application, which would consume substantial resources and may not be effective.
If Apple loses its market position or otherwise falls out of favor with mobile users, we would need to identify alternative channels for marketing, promoting and distributing our application, which would consume substantial resources and may not be effective.
As of December 31, 2024, we had working capital of $3,657,711. We intend, in the long term, to derive revenues from advertisement sales, technology licensing, and other forms of revenue. The application is available for download on certain mobile platforms and we are developing compatibility with other platforms.
As of December 31, 2025, we had working capital of $3,045,399. We intend, in the long term, to derive revenues from advertisement sales, technology licensing, and other forms of revenue. The application is available for download on certain mobile platforms and we are developing compatibility with other platforms. We also continue to develop and refine functions of the application.
The characteristics of the application, including but not limited to privacy and encryption, may be exploited to facilitate illegal activity; if any of our users do so or are alleged to have done so, it could adversely affect us and generate negative perception of our products in the marketplace.
If users do not adapt to seeing and typing messages with two texts bars displayed, our user retention may suffer. 8 The characteristics of the application, including but not limited to privacy and encryption, may be exploited to facilitate illegal activity; if any of our users do so or are alleged to have done so, it could adversely affect us and generate negative perception of our products in the marketplace.
In addition, if a breach of data security were to occur or be alleged to have occurred, if any violation of laws and regulations relating to privacy, data protection or data security were to be alleged, or if we were to discover any actual or alleged defect in our safeguards or practices relating to privacy, data protection, or data security, the application may be perceived as less desirable and our business, financial condition, results of operations and growth prospects could be materially and adversely affected. 13 We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions.
In addition, if a breach of data security were to occur or be alleged to have occurred, if any violation of laws and regulations relating to privacy, data protection or data security were to be alleged, or if we were to discover any actual or alleged defect in our safeguards or practices relating to privacy, data protection, or data security, the application may be perceived as less desirable and our business, financial condition, results of operations and growth prospects could be materially and adversely affected.
In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, security breach notifications and the security and confidentiality of personal data. 14 Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).
Failure to comply with the GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial or non-financial damages claimed by individuals under Article 82 of the GDPR).
In addition, competitors may develop or acquire their own tools or software and people may continue to rely on traditional tools and software, such as text message and email, which would reduce or eliminate the demand for our products and applications.
In addition, competitors may develop or acquire their own tools or software and people may continue to rely on traditional tools and software, such as text message and email, which would reduce or eliminate the demand for our products and applications. If demand declines for any of these or other reasons, our business could be adversely affected.
Supporting a new technology or business model may require affiliating with a new business or technology vendor, and such affiliation may be on terms that are less favorable to us than those for traditional technologies or business models.
Forecasting the financial impact these changing technologies and business models may have is inherently uncertain and volatile. Supporting a new technology or business model may require affiliating with a new business or technology vendor, and such affiliation may be on terms that are less favorable to us than those for traditional technologies or business models.
We urge our shareholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock. 22 We could issue “blank check” preferred stock without stockholder approval with the effect of diluting interests of then-current stockholders and impairing their voting rights, and provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.
We could issue “blank check” preferred stock without stockholder approval with the effect of diluting interests of then-current stockholders and impairing their voting rights, and provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.
If demand declines for any of these or other reasons, our business could be adversely affected. 10 The application depends on effectively operating with mobile operating systems, hardware, networks, regulations, and standards that we do not control. Changes in our products or to those operating systems, hardware, networks, regulations, or standards may seriously harm our user growth, retention, and engagement.
The application depends on effectively operating with mobile operating systems, hardware, networks, regulations, and standards that we do not control. Changes in our products or to those operating systems, hardware, networks, regulations, or standards may seriously harm our user growth, retention, and engagement.
To date, we have minimal revenues. As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2024 and 2023, we incurred a net loss of $5,025,007 and $8,404,970, respectively. Additionally, for the years ended December 31, 2024 and 2023, we used cash in operations of $4,388,385 and $6,529,277, respectively.
To date, we have minimal revenues. As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2025 and 2024, we incurred a net loss of $3,040,119 and $5,025,007, respectively. Additionally, for the years ended December 31, 2025 and 2024, we used cash in operations of $4,267,074 and $4,811,145, respectively.
Additionally, new regulations are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities and age. Such new regulations, or changes to existing regulations, could increase the cost of our operations. We may not be successful in our metaverse strategy and investments, which could adversely affect our business, reputation, or financial results.
Additionally, new regulations are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities and age. Such new regulations, or changes to existing regulations, could increase the cost of our operations.
The significant concentration of stock ownership may negatively impact the value of our Common Stock due to potential investors’ perception that conflicts of interest may exist or arise. There are risks associated with the completion of the proposed spin-off of our Habytat platform business.
The significant concentration of stock ownership may negatively impact the value of our Common Stock due to potential investors’ perception that conflicts of interest may exist or arise.
It may take significant time and expenditures to shift financial and personnel resources to that technology or business model, and it may be more difficult to compete against existing companies that incorporate that technology or business model effectively.
It may take significant time and expenditures to shift financial and personnel resources to that technology or business model, and it may be more difficult to compete against existing companies that incorporate that technology or business model effectively. 16 Risks Related to Our Common Stock and Series A Warrants The price of our common stock and our Series A Warrants may fluctuate substantially.
Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace. 12 Unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services could have a material adverse effect on our business.
Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.
Many of these companies, including Apple Inc., Alphabet Inc., Facebook, Inc., and Snap Inc., already have an established market in our industry.
Many of these companies, including Apple Inc., Alphabet Inc., Facebook, Inc., Snap Inc., TikTok, iCloud Shared Photo, Pinterest, Google Photos, Amazon Drive, Photobucket and Shutterfly, already have an established market in our industry.
We aim to continue researching and developing different applications for our Myseum platform in order to generate continual interest in this platform. If we do not generate sufficient interest in our Myseum platform we will not attract enough advertisers to make it profitable.
We aim to continue researching and developing different applications for our Myseum platform in order to generate continual interest in this platform.
Some of these investments, particularly our significant investments in virtual and augmented reality, have generated only limited revenue and is anticipated to reduce our operating margin and profitability, and we expect the adverse financial impact of such investments to continue for the foreseeable future. 17 Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business may be negatively impacted.
Some of these investments, particularly our significant investments in virtual and augmented reality, have generated only limited revenue and is anticipated to reduce our operating margin and profitability, and we expect the adverse financial impact of such investments to continue for the foreseeable future.
This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. 12 Various U.S. federal privacy laws are potentially relevant to our business, including the Federal Trade Commission Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Family Educational Rights and Privacy Act, the Children’s Online Privacy Protection Act, and the Telephone Consumer Protection Act.
Myseum is based on new and unproven technologies and therefore is subject to the risks of failure inherent in the development of new products and services.
If we do not generate sufficient interest in our Myseum platform we will not attract enough advertisers to make it profitable. 14 Myseum is based on new and unproven technologies and therefore is subject to the risks of failure inherent in the development of new products and services.
For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides new data privacy rights for California consumers and new operational requirements for covered companies.
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides new data privacy rights for California consumers and new operational requirements for covered companies.
Technology changes rapidly in the entertainment industry. We must continually anticipate and adapt to emerging technologies and business models to stay competitive. Forecasting the financial impact these changing technologies and business models may have is inherently uncertain and volatile.
Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business may be negatively impacted. Technology changes rapidly in the entertainment industry. We must continually anticipate and adapt to emerging technologies and business models to stay competitive.
As a result of these or other factors, our metaverse strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results. Myseum is currently under development and no assurance can be given that it will be accepted by others or generate sufficient interest.
Myseum is currently under development and no assurance can be given that it will be accepted by others or generate sufficient interest.
Removed
If users do not adapt to seeing and typing messages with two texts bars displayed, our user retention may suffer.
Added
Unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services could have a material adverse effect on our business.
Removed
If it becomes more difficult for our users to access and use the application on their mobile devices, if our users choose not to access or use the application on their mobile devices, or if our users choose to use mobile products that do not offer access to the application, our user growth, retention, and engagement could be seriously harmed.
Added
In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, security breach notifications and the security and confidentiality of personal data.
Removed
In addition, we could become subject to unauthorized network intrusions and malware on our own IT networks.
Added
We urge our shareholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.
Removed
Various U.S. federal privacy laws are potentially relevant to our business, including the Federal Trade Commission Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Family Educational Rights and Privacy Act, the Children’s Online Privacy Protection Act, and the Telephone Consumer Protection Act.
Removed
We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. In 2023, we launched Habytat, a mobile based social metaverse. Our development of Habytat involved the development of new and emerging technologies and collaboration with other companies, developers, partners, and other participants.
Removed
However, the metaverse may not develop in accordance with our expectations, and market acceptance of features, products, or services we built for Habytat is uncertain. In addition, we have limited experience with virtual and augmented reality technology, which may enable other companies to compete more effectively than us.
Removed
We may be unsuccessful in our research and product development efforts, including if we are unable to develop relationships with key participants in the metaverse or develop products that operate effectively with metaverse technologies, products, systems, networks, or standards. Our metaverse efforts divertrf resources and management attention from other areas of our business.
Removed
We ceased our development of the Habytat platform and are evaluating ways to utilize the technology developed. 15 In addition, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, competition, content regulation, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business.
Removed
Risks Related to Our Common Stock and Series A Warrants The price of our common stock and our Series A Warrants may fluctuate substantially.
Removed
As previously announced, we plan to spin-off the Habytat platform business, which will operate independently as a publicly listed company. There is no assurance we will be able to successfully complete the proposed spin-off. In the event the Company does not complete the spin-off, it could incur write-offs related to the legal, tax and regulatory costs of the proposed transaction.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe material cybersecurity threats identified through these processes are managed by our CISO and, where appropriate, our risk and compliance committee, in consultation with management. Together, they identify responsive actions for inclusion in our annual strategic planning, or earlier resolution depending on the nature of the risk.
Biggest changeThe material cybersecurity threats identified through these processes are managed by our Chief Technology Officer and, where appropriate, our risk and compliance committee, in consultation with management. Together, they identify responsive actions for inclusion in our annual strategic planning, or earlier resolution depending on the nature of the risk.
These processes vary in scope and maturity across the business and are processes we work to continually improve. 24 Our risk management approach is supplemented by external and internal enterprise risk management audits, which are designed to test the effectiveness of our security controls.
These processes vary in scope and maturity across the business and are processes we work to continually improve. Our risk management approach is supplemented by external and internal enterprise risk management audits, which are designed to test the effectiveness of our security controls.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCurrently, we lease our space on a month to month basis and we are negotiating a for a new lease at this location or another location. We believe that our current office space will be adequate for the foreseeable future.
Biggest changeIn addition to the monthly base rent, we are charged separately for a monthly payment of $307 for electrical use which is considered a non-lease component. These non-lease component payments are expensed as incurred and are not included in operating lease assets or liabilities. We believe that our current office space will be adequate for the foreseeable future.
We leased our office for a monthly base rent of $7,156 plus a pro rata share of operating expenses, with three percent (3%) annual increases in monthly installments on the first day of each year pursuant to a lease which terminated on December 31, 2024.
We lease our office for a monthly base rent of $6,417 plus a pro rata share of operating expenses, with three percent (3%) annual increases in monthly installments on the first day of each year pursuant to a lease which terminates on May 9, 2029.
ITEM 2. PROPERTIES Our principal executive offices are located at 204 Neilson Street, New Brunswick, NJ 08901.
ITEM 2. PROPERTIES Our principal executive offices are located at 65 Church Street, Suite 230, New Brunswick, NJ 08901.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 25 PART II
Biggest changeWe are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+2 added−1 removed3 unchanged
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock and Series A Warrants are listed on the Nasdaq Capital Market under the symbols “DATS” and “DATSW,” respectively. Shareholders As of March 26, 2025, we had 1,439 shareholders of record of our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock and Series A Warrants are listed on the Nasdaq Capital Market under the symbols “MYSE” and “MYSEW,” respectively. Shareholders As of March 29, 2026, we had 1,433 shareholders of record of our common stock.
Removed
Recent Sales of Unregistered Securities None. ITEM 6. [RESERVED] Not applicable.
Added
Recent Sales of Unregistered Securities On September 9, 2025, we entered into a 6-month consulting agreement for media campaign services to the Company. As compensation to the consultant, we issued 55,000 of our shares of common stock.
Added
These shares were valued at $111,650 or $2.03 per share, based on the underlying market value of the share price on the date of the issuance which is on September 9, 2025. The issuance was made pursuant to Section 4(a)(2) of the Securities Act. ITEM 6. [RESERVED] Not applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

54 edited+30 added−30 removed16 unchanged
Biggest changeNet Loss and Net Loss Attributable Common Shareholders Due to the foregoing reasons, during the years ended December 31, 2024 and 2023, our net loss was $5,025,007 and $8,404,970, respectively, a decrease of $3,379,963, or 40.2%.
Biggest changeThe following table summarizes the results of the discontinued operations for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Operating expenses $ 488,066 $ 2,063,736 Other expenses 173,299 12,963 Loss from discontinued operations, net of tax (661,365 ) (2,076,699 ) Gain on sale and deconsolidation of variable interest entities 2,875,892 107 Total gain (loss) from discontinued operations, net $ 2,214,527 $ (2,076,592 ) 30 Net Loss and Net Loss Attributable Common Shareholders Due to the foregoing reasons, during the years ended December 31, 2025 and 2024, our net loss was $3,040,119 and $5,025,007, respectively, a decrease of $1,984,888, or 39.5%.
Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.
Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.
Substantially all of the activities of Metabizz were conducted for the Company’s benefit, as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by RPM Interactive and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services on behalf of the Company.
Substantially all of the activities of Metabizz were conducted for the Company’s benefit, as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by RPM and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services on behalf of the Company.
The equity owners of Metabizz had only a nominal equity investment at risk, and the Company absorbed or received a majority of the entity’s expected losses or benefits. The Company participated significantly in the design of Metabizz. The Company provided working capital advances to Metabizz to allow Metabizz to fund its day-to-day obligations.
The equity owners of Metabizz had only a nominal equity investment at risk, and the Company absorbed or received a majority of the entity’s expected losses or benefits. The Company participated significantly in the design of Metabizz. The Company previously provided working capital advances to Metabizz to allow Metabizz to fund its day-to-day obligations.
On August 27, 2024, based on the Company’s analysis, the Company determined that RPM Interactive met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the possession of voting rights in RPM Interactive.
Based on the Company’s analysis, on August 27, 2024, the Company determined that RPM met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the possession of voting rights in RPM.
Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation.
Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM from Metabizz LLC, any noncontrolling interest was eliminated in consolidation.
RPM’s assets included an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. (“RPM Interactive”) and shifted its focus to developing AI-driven podcast and gaming technologies.
RPM’s assets included an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. and shifted its focus to developing AI-driven podcast and gaming technologies.
Based on the Company’s analysis, on February 14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”), were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not have the characteristics of a controlling financial interest and the initial equity investments in these entities may be or were insufficient to meet or sustain its operations without additional subordinated financial support from DatChat.
Based on the Company’s analysis, on February 14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”), were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not have the characteristics of a controlling financial interest and the initial equity investments in these entities may be or are insufficient to meet or sustain its operations without additional subordinated financial support from Myseum.
The application also includes a screen shot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
The application also includes a screenshot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
The Habytat Prior ot the acquisition of RPM, we had developed and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using emerging technology like virtual and augmented reality, to create a highly immersive 3D environment.
The Habytat Prior to the acquisition of RPM, we developed and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using emerging technology like virtual and augmented reality, to create a highly immersive 3D environment.
Backed by AI technology and proprietary software, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos, and documents within a highly secure and private family library.
Backed by Proprietary technology, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos, and documents within a highly secure and private family library.
Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance.
Certain provisions of this standard indicate, among other things, that that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance.
Myseum Social Media Platform We recently launched our Myseum social media platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
Myseum Social Media Platform In March 2025, we launched our Myseum social media platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users to create a digital legacy that can be easily shared today and with future generations.
Repayment of the working capital advances is not guaranteed by the equity owner of Metabizz and creditors of Metabizz do not have recourse against the Company. Accordingly, the Company was required to consolidate the assets, liabilities, revenues and expenses of Metabizz using the fair value method.
Repayment of the working capital advances is not guaranteed by the equity owner of Metabizz and creditors of Metabizz do not have recourse against the Company. Accordingly, the Company was required to consolidate the assets, liabilities, revenues and expenses of Metabizz using the fair value method. Additionally, the managing partner of Metabizz was also the Chief Innovation Officer of RPM.
(“Dragon”), e ntered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock.
RPM Interactive, Inc. In October 2024, our majority owned subsidiary, Dragon Interact, Inc. (“Dragon”), entered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock.
NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. The Company allocates certain corporate common expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses.
NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. The Company allocated certain corporate common expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses. Management believes that this allocation method is reasonable.
Myseum allows users to create amazing albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums and leave time released video messages for both now and future generations. RPM Interactive, Inc. In October 2024, our majority owned subsidiary, Dragon Interact, Inc.
Myseum allows users to create amazing albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums and leave time released video messages for both now and future generations.
Such costs are included in research and development costs on the accompanying consolidated statement of operations. 28 Variable interest entities Pursuant to ASC 810-10-25-22 , an entity is defined as a VIE if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity.
As of December 31, 2025, there is no noncontrolling interest balance remaining on the consolidated balance sheet. 27 Variable interest entities Pursuant to ASC 810-10-25-22 , an entity is defined as a VIE if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity.
Net cash flow used in operating activities for the year ended December 31, 2024 primarily reflected a net loss of $5,025,007, adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $23,129, amortization of right of use assets of $73,977, accretion of stock-based stock option and common stock expense of $123,300, a non-cash gain from deconsolidation of variable interest entities of $(107), foreign currency exchange loss of $12,965, and non-cash research and development expense of $166,667, offset by changes in operating assets and liabilities primarily consisting of an increase in prepaid expenses of $9,649, an increase in accounts payable and accrued expenses of $307,568, and a decrease in operating lease liabilities of $83,674.
Net cash flow used in operating activities for the year ended December 31, 2024 primarily reflected a net loss of $5,025,007, adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $23,129, amortization of right of use assets of $73,977, accretion of stock-based stock option and common stock expense of $123,300, common stock expense of RPM of $22,500, a non-cash gain from deconsolidation of variable interest entities of $(107), foreign currency exchange loss of $12,965, and non-cash research and development expense of $166,667, offset by changes in operating assets and liabilities primarily consisting of an increase in prepaid expenses of $4,639, an increase in assets of discontinued operations of $437,048, an increase in accounts payable and accrued expenses of $282,697, an increase in liabilities of discontinued operations of $24,871, and a decrease in operating lease liabilities of $83,674. 31 Cash Flows from Investing Activities Net cash provided (used in) by investing activities amounted to $(244,236) and $2,236,751 for the years ended December 31, 2025 and 2024, respectively, a decrease of $2,480,987.
The net loss attributed to NCI was separately designated in the accompanying consolidated statements of operations and comprehensive loss. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests.
For the years ended December 31, 2025 and 2024, the net loss attributed to NCI was included in the accompanying consolidated statements of operations and comprehensive loss as part of discontinued operations. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests.
The Company also allocated $785,847 of the net loss of the subsidiary to noncontrolling interest resulting in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024. Recently Issued Accounting Pronouncements Refer to the notes to the audited financial statements.
During the year ended December 31, 2024, the Company also allocated $785,847 of the net loss of the subsidiary to noncontrolling interest resulting in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024.
There is no set time limit within which they must exercise this choice. A user can elect at any time to delete a message that they previously sent to a recipient’s device.
Through our application, users can delete messages that they have sent, on their own device and the recipient’s device as well. There is no set time limit within which they must exercise this choice. A user can elect at any time to delete a message that they previously sent to a recipient’s device.
Following the acquisition, i n January 2025, we returned 3,500,000 shares of the RPM Interactive common stock held by us to RPM Interactive, which shares were cancelled and are no longer outstanding on RPM Interactive’s stock ledger. Following these transactions, we hold 9,000,000 shares of the RPM Interactive’s common stock, or approximately 34% of its outstanding shares.
Following the acquisition, in January 2025, we returned 3,500,000 shares of the RPM common stock held by us to RPM, which shares were cancelled and are no longer outstanding on RPM’s stock ledger.
Based on Company’s analysis, the Company continues to have the power to direct the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to absorb losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive that could potentially be significant to RPM Interactive.
Until the date of sale on December 12, 2025, the Company continued to have the power to direct the activities of RPM that most significantly impact RPM’s economic performance and the obligation to absorb losses of RPM that could potentially be significant to RPM or the right to receive benefits from RPM that could potentially be significant to RPM.
Additionally, during the year ended December 31, 2024, the Company recorded additional initial negative noncontrolling interest of $909,581 in total equity for the portion of additional equity ownership not attributable to the Company based on this minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity.
Due to the issuance of common shares by RPM, during the year ended December 31, 2024, the Company recorded aggregate initial negative noncontrolling interest of $1,351,942 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity.
On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly.
Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation. On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and began paying technology professionals directly.
Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest of $442,361 in total equity for the portion of equity ownership not attributable to DatChat based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity.
Subsequent to January 10, 2024, the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity.
The Placement Agent Warrant is exercisable during the four-and-a-half year period commencing six months after the date of the closing of this Offering. Basis of Presentation The financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and the requirements of the Securities and Exchange Commission.
Basis of Presentation The financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and the requirements of the Securities and Exchange Commission.
While our significant accounting policies and significant estimates are more fully described in Note 2 in the “Notes to Financial Statements”, we believe the following estimates are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.
While our significant accounting policies and significant estimates are more fully described in Note 2 in the “Notes to Financial Statements”, we believe the following estimates are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements. 26 Capitalized internal-use software costs The Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use Software .
All funds received have been expended in the furtherance of growing the business. We received funds from the sale of our common stock, sale of common stock in our subsidiary, RPM Interactive, and the exercise of warrants.
We received funds from the sale of our common stock, sale of common stock of RPM, and the exercise of warrants.
Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
As a result of the sale and deconsolidation on December 12, 2025, the Company no longer consolidates RPM and does not hold a variable interest in any entity. 28 Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation ”, which requires recognition in the consolidated financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
During the year ended December 31, 2024, we received $559,251 from the sale of common stock, net, received $974,198 from the sale of subsidiary common stock, net, and received $861,522 from the sale of pre-funded warrants.
During the year ended December 31, 2024, we received $559,251 from the sale of common stock, net, received $974,198 from the sale of subsidiary common stock, net, and received $861,522 from the sale of pre-funded warrants. Off-Balance Sheet Arrangements We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.
Cash Flows from Investing Activities Net cash provided by investing activities amounted to $2,236,751 and $6,160,932 for the years ended December 31, 2024 and 2023, respectively, a decrease of $3,924,181. During the years ended December 31, 2024, we purchased short-term investments of $10,767,288 and received gross proceeds from the sale of short-term investments of $13,004,039.
During the year ended December 31, 2024, we purchased short-term investments of $10,767,288 and received gross proceeds from the sale of short-term investments of $13,004,039. Cash Flows from Financing Activities Net cash provided by financing activities totaled $4,493,355 and $2,394,971 for the years ended December 31, 2025 and 2024, respectively, an increase of $2,098,384.
Results of Operations Revenue During the years ended December 31, 2024 and 2023, we generated revenues of $436 and $672, respectively, which consisted of subscription revenues. Operating expenses For the year ended December 31, 2024, operating expenses amounted to $5,281,339 as compared to $8,784,703 for the year ended December 31 2023, a decrease of $3,503,364, or 39.9%.
Results of Operations Revenue During the years ended December 31, 2025 and 2024, we generated revenues of $550 and $436, respectively, which consisted of subscription revenues. Operating expenses For the year ended December 31, 2025, operating expenses amounted to $5,490,608 as compared to $3,217,603 for the year ended December 31 2024, an increase of $2,273,005, or 70.6%.
Cash Flows from Operating Activities Net cash used in operating activities totaled $4,388,385 and $6,529,277 for the years ended December 31, 2024 and 2023, respectively, a decrease of $2,140,892.
Cash Flows from Operating Activities Net cash used in operating activities totaled $4,267,074 and $4,811,145 for the years ended December 31, 2025 and 2024, respectively, an increase of $544,071.
During the year ended December 31, 2024 and 2023, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $785,847 and $0, respectively Accordingly, during the years ended December 31, 2024 and 2023, our net loss attributable to common shareholders was $4,239,160, or $(1.43) per common share (basic and diluted) and $8,404,970, or $(4.14) per common share (basic and diluted), respectively, a decrease of $4,165,810, or 49.6%.
During the years ended December 31, 2025 and 2024, our net loss attributable to Myseum, Inc. shareholders was $2,607,272 and $4,239,160, respectively, a decrease of $1,631,888, or 38.5%. During the year ended December 31, 2025, our total basic and diluted net loss per common share attributable to Myseum, Inc. shareholders was $(0.62).
We had further contemplated spinning-off our Habytat platform business into a new standalone public company pursuant to a distribution of the shares of the our shareholders.
We had further contemplated spinning-off our Habytat platform business into a new standalone public company pursuant to a distribution of the shares. As discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating ways to utilize the technology that had been developed by our subsidiary.
Capitalized internal-use software costs We capitalize costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use Software . Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage.
Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage.
Liquidity, Capital Resources and Plan of Operations As of December 31, 2024, we had cash and cash equivalents of $1,196,699 and short-term investments of $2,952,512. Short-term investments include U.S. Treasury bills that are all highly rated and have initial maturities between four and twelve months.
On December 31, 2025, we had a cash balance of $749,030, short-term investments of $2,981,909, and working capital of $3,045,399. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities between one and five months.
In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the Company recorded a gain on deconsolidation of $107.
In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the year ended December 31, 2024, the Company recorded a gain on deconsolidation of $107. Immediately following the August 27, 2024 Asset Purchase Agreement with the Seller (See Note 1), the Company owned 46.7% of RPM.
Professional and consulting expenses During the years ended December 31, 2024 and 2023, we reported professional and consulting expenses of $1,031,898 and $1,324,640, respectively, a decrease of $292,742, or 22.1%.
Professional and consulting expenses During the years ended December 31, 2025 and 2024, we reported professional and consulting expenses of $1,412,792 and $582,267, respectively, an increase of $830,525, or 142.6%.
ASC 718 also requires measurement of the cost of employee, non-employee, and director services received in exchange for an award based on the grant-date fair value of the award. The fair value of each option granted is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures.
The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to account for forfeitures as they occur. Recently Issued Accounting Pronouncements Refer to the notes to the audited financial statements.
Furthermore, if we use different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. Noncontrolling interests The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries.
Noncontrolling interests The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. In accordance with ASC Topic 810-10-45, the Company presented noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets.
Net cash flow used in operating activities for the year ended December 31, 2023 primarily reflected a net loss of $8,404,970 adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $28,943, amortization of right of use assets of $60,549, accretion of stock-based stock option and common stock expense of $2,254,079, a non-cash gain from initial consolidation of variable interest entities of $(42,737), impairment loss on digital assets of $23,381, impairment of property and equipment of $43,671, and net realized gain on short-term investments of $327,145, offset by changes in operating assets and liabilities primarily consisting of a decrease in prepaid expenses of $5,797, a decrease in accounts payable and accrued expenses of $103,741, and a decrease in operating lease liabilities of $67,339.
Net cash flow used in operating activities for the year ended December 31, 2025 primarily reflected a net loss of $3,040,119 adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $41,430, amortization of right of use assets of $33,590, accretion of stock-based stock option and common stock expense of $866,325, gain on deconsolidation of variable interest entities of $(2,875,892), and gain on extinguishment of liabilities of $(62,658), offset by changes in operating assets and liabilities primarily consisting of a decrease in accounts receivable of $124, an increase in prepaid expenses of $117,519, a decrease in assets of discontinued operations of $446,670, an increase in accounts payable and accrued expenses of $493,667, a decrease in contract liabilities of $29, a decrease in liabilities of discontinued operations of $26,845, and a decrease in operating lease liabilities of $25,818.
During the year ended December 31, 2024, other income, net primarily consisted of interest income of $268,754, a gain on deconsolidation of variable interest entities of $107, and a foreign currency exchange loss of $12,965.
During the years ended December 31, 2025 and 2024, we reported other income, net of $235,412 and $268,752, respectively, a decrease of $33,340, or 12.4%. During the year ended December 31, 2025, other income, net primarily consisted of interest income, net of $172,754 and gain on extinguishment of liabilities of $62,658.
See “Business – RPM Interactive, Inc.” and “Business – The Habytat.” 26 DatChat Messenger & Private Social Network Our platform allows users to exercise control over their messages and posts, even after they are sent. Through our application, users can delete messages that they have sent, on their own device and the recipient’s device as well.
With the DatChat Messenger, a user can decide how long their messages last on a recipient’s device while feeling secure that at any time, and delete individual messages or entire message threads, making it like the conversation never happened. 24 DatChat Messenger & Private Social Network Our platform allows users to exercise control over their messages and posts, even after they are sent.
We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report. 31 Our primary uses of cash have been for research and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses, and general and administrative expenses.
As of December 31, 2025, Our primary uses of cash has been for research and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses, and general and administrative expenses. All funds received have been expended in the furtherance of growing the business.
Following this transaction, we held 12.5 million shares of the Subsidiary’s common stock, or approximately 34% of its outstanding shares. January 2025 Offering On January 8, 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold 1,200,000 shares of our common stock at a purchase price of $4.25 per share of Common Stock.
Following these transactions, we held 12,500,000 shares of the RPM’s common stock, or approximately 34% of its outstanding shares. 25 On December 12, 2025, RPM entered into an Agreement and Plan of Merger with Avalon GloboCare Corp., a Delaware corporation (“Avalon”), and certain other parties, pursuant to which the Company sold its minority interest in RPM to Avalon.
During the year ended December 31, 2024, we ceased development of our Metaverse software. General and administrative expenses During the years ended December 31, 2024 and 2023, general and administrative expenses amounted to $942,990 and $892,972, an increase of $50,018, or 5.6%.
General and administrative expenses During the years ended December 31, 2025 and 2024, general and administrative expenses amounted to $730,191 and $589,895, respectively, an increase of $140,296, or 23.8%.
Marketing and advertising expenses During the years ended December 31, 2024 and 2023, marketing and advertising expenses amounted to $128,656 and $388,444, respectively, a decrease of $259,788, or 67.0%, primarily due to an overall decrease in promotions, branding and digital marketing strategies and social media ads.
The increase was attributable to an increase in stock-based compensation of $723,890 due to the issuance of new stock options in 2025, an increase in bonus of $50,000, and an overall increase in compensation and other related expenses of $540,132 as a result of a decrease in the allocation of compensation and related expenses to RPM, which is included in loss from discontinued operations. 29 Marketing and advertising expenses During the years ended December 31, 2025 and 2024, marketing and advertising expenses amounted to $238,992 and $84,163, respectively, an increase of $154,829, or 184.0%, primarily due to an overall increase in promotions, branding and digital marketing strategies and social media advertisements.
During the year ended December 31, 2024 and 2023, compensation and related expenses amounted to $2,320,127 and $4,760,180, respectively, a decrease of $2,440,053, or 51.3%. The decrease was attributable to a decrease in stock-based compensation of $1,985,961 and a decrease in other compensation and other related expenses of $454,092 related to a reduction in staff.
During the year ended December 31, 2025 and 2024, compensation and related expenses amounted to $3,108,633 and $1,794,611, respectively, an increase of $1,314,022, or 73.2%.
Research and development costs During the years ended December 31, 2024 and 2023, we incurred $857,668 and $1,351,415 in research and development costs, a decrease of $493,747, or 36.5%. Research and development costs were incurred in connection with our Metaverse software development project, including the development of Habytat which is in the preliminary stage.
Research and development expenses During the years ended December 31, 2025 and 2024, we incurred $0 and $166,667 in research and development expenses, a decrease of $166,667, or 100.0%.
The decrease is attributable to a decrease in consulting fees of $96,202, which includes a decrease in stock-based consulting fees of $144,818, offset by an increase in other consulting fees of $48,616, a decrease in investor relations fees of $224,026, a decrease in legal fees of $27,195, and a decrease in other professional fees of $43,970, offset by an increase in accounting fees of $98,651.
The increase was attributable to an increase in legal fees of $400,931, an increase in investor relations fees of $217,850, an increase in accounting fees of $24,776, an increase in stock-based consulting fees of $19,135, an increase in other consulting fees of $9,908, and an increase in other professional fees of $157,925, primarily due to a decrease in the allocation of professional and consulting expenses to RPM, which is included in loss from discontinued operations.
For the years ended December 31 2024 and 2023, operating expenses consisted of the following: Year Ended December 31, 2024 2023 Compensation and related expenses $ 2,320,127 $ 4,760,180 Marketing and advertising expenses 128,656 388,444 Professional and consulting expenses 1,031,898 1,324,640 Research and development 857,668 1,351,415 General and administrative expenses 942,990 892,972 Impairment loss on property and equipment and intangible assets - 43,671 Impairment loss on digital currencies and other digital assets - 23,381 Total $ 5,281,339 $ 8,784,703 Compensation and related expenses Compensation and related expenses include salaries, stock-based compensation, health insurance and other benefits.
For the years ended December 31 2025 and 2024, operating expenses consisted of the following: Year Ended December 31, 2025 2024 Compensation and related expenses $ 3,108,633 $ 1,794,611 Marketing and advertising expenses 238,992 84,163 Professional and consulting expenses 1,412,792 582,267 Research and development - 166,667 General and administrative expenses 730,191 589,895 Total $ 5,490,608 $ 3,217,603 Compensation and related expenses Compensation and related expenses include salaries, stock-based compensation, health insurance and other benefits.
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Overview We are a private messaging, cybersecurity, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others.
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Overview We are a privacy and social media technology company focused on innovative and creative user platforms. Our flagship platform is “Picture Party by Myseum”, a next-generation social sharing platform that makes it easier to share your photos and videos both today, and for generations to come.
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We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve the same right to privacy online that we enjoy in our own living rooms.
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Our innovative social media platform brings a fresh and needed approach to digital media and content management, allowing users to create a digital legacy that makes it easier to share both today, and with future generations. The platform is backed by both patented technology and proprietary software.
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Our flagship product, DatChat Messenger & Private Social Network, is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve. Recently, we have expanded our business and product offerings to include the development of our Myseum platform, a secure digital content management and storage solution for families, groups and individuals.
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We also operate the DatChat Messenger & Private Social Network, which presents technology that allows users to change how long their messages can be viewed before or after users send them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls. The patented technology offers users a traditional texting experience while providing control and security for their messages.
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In addition, as a result of our acquisition of RPM Interactive, Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc.
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Picture Party Platform In December 2025, we launched Picture Party by Myseum , a new instant social networking and social sharing platform designed to address growing concerns around content control, security, and intentional digital connection.
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(recently renamed RPM Interactive, Inc.) away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming platforms.
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The platform was developed to capitalize on the widespread need for a more controlled and purposeful way to share photos and videos-one that solves persistent privacy and ownership challenges not adequately addressed by existing social media offerings. Picture Party by Myseum introduces a new way to make sharing photos and videos easier, a lot more fun and private.
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As discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating ways to utilize the technology that had been developed by our subsidiary. 27 Recent Events Return of Subsidiary Shares In January 2025, we returned 3,500,000 shares of the Subsidiary’s. common stock held by us to the Subsidiary, which shares were cancelled and are no longer outstanding on the Subsidiary’s stock ledger.
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Picture party is much more than a shared album; it’s a complete personal and private social network with a live feed that updates instantly as all guests’ posts. A user can share a post with dozens of pictures, comment and react.
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Proceeds from the offering were approximately $5.1 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company.
Added
It even organizes the photos in an album, or the user can relive the Picture Party with all the comments and posts as they happened. Unlike group chats that are unorganized, no matter when a user joins the Picture Party, they can see everything from the beginning.
Removed
The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-268058), which was declared effective by the Securities and Exchange Commission on December 6, 2022, a base prospectus dated December 6, 2022, and a prospectus supplement dated January 8, 2025.
Added
Picture Party by Myseum makes it easier and more fun to share with the people right next to the user, or anywhere in the world.
Removed
The closing of the offering took place on January 9, 2025.
Added
Picture Party by Myseum solves everyday sharing frustrations by eliminating the common headaches of modern photo sharing: ● No more passing around a phone for others to view photos and videos. ● No more crowds gathering over a user’s shoulder to see a clip. ● No more debating whether to text, drop, email, or tag group photos. ● No more struggling with social media privacy, data exposure, or AI training risks.
Removed
In addition, pursuant to the terms of the offering, the Company issued to The Benchmark Company, LLC, the exclusive placement agent for the offering, warrants to purchase up to 60,000 shares of the Company’s common stock, at an exercise price equal to 100.0% of the offering price per share of Common Stock, or $4.25 per share.
Added
Upon the closing of the transaction, the Company received 6,561.71 shares of Series E Preferred Stock of Avalon as consideration. As a result of the closing, the Company is no longer a primary beneficiary of RPM and as of December 12, 2025, has deconsolidated RPM.
Removed
Software development costs incurred during the year ended December 31, 2024 and 2023 were expensed since the Metaverse software development project is in the preliminary project stage.
Added
In accordance with ASC 205-20, the results of operations and the assets and liabilities of RPM have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.
Removed
Additionally, the managing partner of Metabizz was also the Chief Innovation Officer of RPM Interactive. Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation. In connection with the initial consolidation of Metabizz, on February 14, 2023 (the initial consolidation date), the Company recorded a gain on initial consolidation of variable interest entities of $42,737.
Added
Recent Events Name and Symbol Changes On August 7, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company to “Myseum, Inc.” In connection with the name change, the trading symbols for our common stock and Series A warrants began trading on the Nasdaq Capital Market on August 11, 2025 as “MYSE” and “MYSEW”, respectively.
Removed
On August 27, 2024, the Company entered into an Asset Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. Accordingly, as of September 30, 2024, the Company owned 45.5% of RPM Interactive.
Added
Due to the cancellation of common shares by RPM, during the year ended December 31, 2025, the Company recorded aggregate initial negative noncontrolling interest of $188,810 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity.

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Other MYSEW 10-K year-over-year comparisons