UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting (as defined below) of DatChat, Inc. (the “Company”), shareholders approved an amendment to the DatChat, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 from 600,000 shares (the “Plan Amendment”).
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 6, 2025, the Company held its 2025 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding a shareholder vote on Proposals 1, 2 and 3 set forth below. A total of 1,855,077 shares of the Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders (i) re-elected each of Darin Myman, Peter Shelus, Carly Luogameno, Joseph Nelson and Wayne Linsley as members of the Company’s board of directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; (ii) ratified the appointment of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approved the Plan Amendment.
The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 16, 2025, are as follows:
Proposal 1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the five nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors were as follows:
| Nominee | For | Withheld | Broker Non-Votes | ||||
| Darin Myman | 473,342 | 8,955 | 1,372,780 | ||||
| Peter Shelus | 469,824 | 12,473 | 1,372,780 | ||||
| Carly Luogameno | 420,728 | 61,569 | 1,372,780 | ||||
| Joseph Nelson | 420,636 | 61,661 | 1,372,780 | ||||
| Wayne Linsley | 375,342 | 106,955 | 1,372,780 |
Proposal 2. At the Annual Meeting, the shareholders approved the ratification of the appointment of Salberg as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The result of the votes to approve Salberg was as follows:
| For | Against | Abstentions | |||
| 1,669,331 | 98,887 | 86,859 |
Proposal 3. At the Annual Meeting, the shareholders approved an amendment to the 2021 Plan to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 shares from 600,000 shares. The result of the votes to approve the Plan Amendment was as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||
| 430,248 | 31,192 | 20,857 | 1,372,780 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amended and Restated 2021 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 6, 2025 | DATCHAT, INC. |
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer |
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