8-K: Myseum Amends ATM Offering, Updates Shelf Registration

Myseum, Inc. has amended its 'at-the-market' sales agreement with The Benchmark Company, LLC to update its shelf registration statement for the sale of up to $3.5 million in common stock.

Summary

• Myseum, Inc. (formerly DatChat, Inc.) entered into a First Amendment to Sales Agreement with The Benchmark Company, LLC on February 6, 2026.
• The amendment updates the existing Sales Agreement, originally dated February 10, 2025.
• The Sales Agreement allows for the sale of common stock with an aggregate sales price of up to $3,500,000 through an "at-the-market" offering program.
• The primary purpose of the First Amendment is to update the shelf registration on Form S-3 (File No. 333-291818), which was filed on November 26, 2025, and declared effective on December 3, 2025.
• Myseum will pay Benchmark a commission of 4.0% of gross proceeds, which reduces to 3% if sales reach $1 million or more.
• Myseum is not obligated to sell any shares and can suspend the offering at any time.
• The offering terminates upon the sale of $3,500,000 in shares or termination by either party.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it ensures the company maintains access to capital through its 'at-the-market' offering, providing financial flexibility without immediate obligation.

Positives

• The updated shelf registration provides Myseum with continued access to capital through an "at-the-market" offering, offering flexibility in fundraising.
• The commission rate for the sales agent decreases from 4.0% to 3% once $1 million in shares are sold, potentially reducing capital raising costs for larger amounts.

Negatives

• The "at-the-market" offering could lead to dilution for existing shareholders as new shares are sold into the market.
• The company is not obligated to sell shares, indicating potential uncertainty regarding the timing and amount of capital to be raised.

Risks

• Potential dilution of existing shareholders due to the issuance of new common stock under the "at-the-market" offering.
• Market conditions may not be favorable for selling shares, impacting the company's ability to raise the full $3.5 million.
• The company's stock price could be negatively affected by the perception of future share issuances.

Future Outlook

The company maintains the flexibility to raise up to $3.5 million through its 'at-the-market' offering program, providing a potential source of capital for future operations, though there is no obligation to sell any shares.

Management Comments

• Darin Myman, Chief Executive Officer, signed the First Amendment to Sales Agreement and the 8-K report on behalf of Myseum, Inc.

Industry Context

StockSavvy.ai notes that 'at-the-market' offerings are a common and flexible capital-raising tool for publicly traded companies, particularly smaller-cap firms, allowing them to tap into equity markets opportunistically without the need for a traditional underwritten offering. This approach minimizes upfront costs and allows companies to manage dilution based on market conditions, a strategy often employed by companies seeking to fund ongoing operations or specific growth initiatives.

Comparison to Industry Standards

• The commission rates of 4.0% (reducing to 3%) for an 'at-the-market' offering are generally within the typical range for such programs, which can vary from 1% to 5% depending on the size of the offering, the company's market capitalization, and the sales agent's fees. For instance, larger, more liquid companies might secure rates closer to 1-2%, while smaller companies like Myseum (formerly DatChat) often face rates in the 3-5% range.
• The maximum offering size of $3.5 million is relatively modest compared to larger companies that might raise tens or hundreds of millions through similar programs, but it is a common size for micro-cap or small-cap companies seeking incremental capital.

Stakeholder Impact

• Shareholders: Potential for dilution if shares are sold, but also provides the company with capital for operations, which could support long-term value.
• Creditors: Access to equity capital could strengthen the company's balance sheet, potentially reducing credit risk.

Next Steps

• The company may continue to offer and sell shares of common stock under the amended Sales Agreement, up to an aggregate of $3,500,000.
• The offering will terminate upon reaching the $3,500,000 sales limit or earlier termination by either Myseum or Benchmark.

Key Dates

Recommendation

The filing primarily details a procedural amendment to an existing 'at-the-market' offering, ensuring the company retains access to capital. While this provides financial flexibility, it also introduces potential for dilution. Without new operational or financial performance data, a seasoned investor would likely maintain their current position and monitor the actual utilization of the ATM facility and its impact on the share price and company's financial health.

Keywords

Myseum, DatChat, ATM offering, at-the-market, equity offering, common stock, Form S-3, shelf registration, capital raise, Benchmark Company, dilution