10-Q: Myseum Reports Q3 Loss Amidst Strategic Shifts & Growth

Sentiment:

Quarterly Report 13 November 2025 4:34 PM

Myseum, Inc. reported increased operating losses for the nine months ended September 30, 2025, despite a capital raise and strategic focus on its new Myseum social media platform and AI-driven subsidiary, RPM Interactive.

Delay expectedThe initial public offering (IPO) of RPM Interactive shares is still pending, with the registration statement under review by the SEC, indicating a delay in this anticipated event.

Capital raiseReceived net proceeds of $4,532,000 from the sale of 1,200,000 common shares at $4.25 per share in January 2025.Entered into an Equity Sales Agreement on February 10, 2025, for an at-the-market (ATM) offering to sell up to $6,000,000 in common shares, which is still active.RPM Interactive received $40,000 from investors in September 2025 in exchange for promissory notes and warrants, with the warrant exercise price contingent on a future IPO.

Worse than expectedNet loss attributable to common shareholders increased by 14.7% for the nine months ended September 30, 2025, to $3,891,545, indicating a worsening financial performance.Operating expenses continued to increase, rising by 4.3% for the nine months ended September 30, 2025, to $4,348,364, contributing to higher losses.Cash and cash equivalents decreased significantly by $739,073 during the nine months ended September 30, 2025, reflecting substantial cash burn.The company's disclosure controls and procedures were concluded to be not effective, and material weaknesses in internal control over financial reporting were identified, which is a negative operational and governance indicator.

Summary

Myseum, Inc. changed its name from Dat Chat, Inc. on August 7, 2025, with trading symbols MYSE and MYSEW effective August 11, 2025.
Net revenues for the nine months ended September 30, 2025, were $489, a slight increase from $344 in the prior year, but remain minimal.
Operating expenses increased by 4.3% to $4,348,364 for the nine months ended September 30, 2025, driven by higher compensation, marketing, and professional fees.
Net loss attributable to common shareholders increased by 14.7% to $3,891,545 for the nine months ended September 30, 2025, compared to $3,392,860 in the prior year.
The company launched its Myseum social media platform in March 2025, focusing on secure digital content management and a 'digital legacy' using AI technology.
Development of the Habytat platform ceased following the acquisition of RPM Interactive in October 2024, with the company evaluating ways to utilize the developed technology.
RPM Interactive, a majority-owned subsidiary, is now focused on becoming an AI-generated publishing company for trivia mobile game apps and podcasts/vodcasts, and is pursuing an initial public offering (IPO).
Cash and cash equivalents decreased to $457,626 as of September 30, 2025, from $1,196,699 at December 31, 2024, but short-term investments increased to $4,346,310.
Net cash used in operating activities for the nine months ended September 30, 2025, was $3,515,434, indicating continued cash burn from operations.
Management identified material weaknesses in internal control over financial reporting, including a lack of segregation of duties and insufficient management review, and is committed to remediation.

Sentiment

Score: 3

Explanation: The company exhibits significant financial challenges with increasing losses and minimal revenue, coupled with critical internal control weaknesses. While strategic pivots and capital raises provide some runway, the fundamental operational performance is weak, and the pending IPO of a key subsidiary adds uncertainty. The overall sentiment is negative due to these persistent issues.

Positives

Net proceeds of $4,532,000 were received from a common stock offering in January 2025, bolstering liquidity.
Working capital increased to $4,193,316 as of September 30, 2025, from $3,657,711 at December 31, 2024.
The company believes its existing working capital and cash on hand will provide sufficient cash for operating needs and debt requirements for the next twelve months.
Strategic expansion into the Myseum social media platform and AI-driven publishing via RPM Interactive represents new growth avenues.
Research and development expenses decreased significantly (98.7% for 9M 2025) due to ceasing the Habytat Metaverse software development, potentially reallocating resources.

Negatives

Net loss attributable to common shareholders increased by 14.7% for the nine months ended September 30, 2025, to $3,891,545.
Operating expenses continue to rise, increasing by 4.3% for the nine months ended September 30, 2025, to $4,348,364.
Cash and cash equivalents decreased significantly by $739,073 during the nine months ended September 30, 2025.
The company continues to generate operating losses and expects to do so in the foreseeable future.
Revenue remains minimal at $489 for the nine months ended September 30, 2025, indicating a lack of significant commercial traction for current products.
The company's disclosure controls and procedures were deemed not effective as of September 30, 2025, due to limited resources and lack of segregation of duties, posing significant governance and operational risks.

Risks

Business strategies may not achieve desired outcomes.
Timing of regulatory submissions and ability to obtain/maintain regulatory approval for product candidates.
Risks related to market acceptance of products.
Intellectual property risks.
Risks associated with reliance on third-party organizations.
Competitive position in the cybersecurity, social media, and AI publishing industries.
Uncertainty regarding anticipated financial and operating results, including revenue sources.
Assumptions regarding market size, product benefits, pricing, and launch timing may prove incorrect.
Management's expectations with respect to future acquisitions may not materialize.
Challenges in achieving stated goals, intentions, plans, and new product/market introductions.
Cash needs and financing plans may not be sufficient or available on favorable terms.
Material weaknesses in internal control over financial reporting, including lack of segregation of duties, insufficient management review, and inadequate system/manual controls, could adversely affect financial reporting reliability.

Future Outlook

The company expects to continue generating operating losses in the foreseeable future due to corporate overhead, research and development, and public company costs. It believes existing working capital and cash on hand will be sufficient for operating needs and debt requirements for the next twelve months. Future liquidity may be impacted by increased working capital requirements, R&D costs, personnel additions, and public company expenses. The IPO of RPM Interactive is still pending.

Management Comments

"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." (Regarding DatChat Messenger)
"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." (Regarding Myseum platform)
"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." (Regarding Habytat)
"Management is committed to the remediation of the material weaknesses described above, as well as the improvement of the Company’s overall internal control over financial reporting." (Regarding internal controls)

Industry Context

Myseum operates in the competitive and evolving sectors of cybersecurity, social media, and AI-driven content publishing. The DatChat Messenger addresses growing privacy concerns, while the Myseum platform aims to differentiate itself by focusing on digital legacy and secure content management, leveraging AI. The pivot of RPM Interactive towards AI-generated gaming apps and podcasts aligns with the broader trend of generative AI adoption in content creation and entertainment. The cessation of Habytat development reflects the challenges and high capital requirements of the metaverse space, indicating a strategic re-prioritization towards more immediate and potentially profitable AI applications.

Comparison to Industry Standards

The company's revenue generation of only $489 for the nine months ended September 30, 2025, is significantly below industry standards for publicly traded technology companies, which typically require substantial revenue streams to cover operating costs and achieve profitability.
The continued and increasing operating losses, reaching $4,347,875 for the nine-month period, are indicative of a pre-revenue or early-stage growth company, which is common in highly innovative tech sectors but requires sustained capital infusion.
The identified material weaknesses in internal control over financial reporting, including lack of segregation of duties and management review, fall below best practices for public companies and could raise concerns for investors and regulators regarding financial reporting reliability, unlike more mature comparable companies such as Meta Platforms (META) or Snap Inc. (SNAP) which have robust internal control frameworks.
The strategic shift towards AI-generated content and the Myseum platform aligns with industry trends seen in companies like OpenAI or Google's AI initiatives, but Myseum's current scale and market penetration are not comparable to these industry leaders.
The company's reliance on capital raises to fund operations, as evidenced by the $4.5 million offering in January 2025, is typical for early-stage technology companies but contrasts with established players that generate significant cash flow from operations.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, RPM Interactive	NA	Michael Mathews	Upon closing of RPM Interactive's initial public offering	New appointment to lead RPM Interactive
Chief Financial Officer, RPM Interactive	NA	W. David Linsley	Upon closing of RPM Interactive's initial public offering	New appointment to lead RPM Interactive
Chief Technology Officer, RPM Interactive	NA	Daniel Warren	Upon closing of RPM Interactive's initial public offering	New appointment to lead RPM Interactive

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weaknesses	Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, due to limited resources, lack of segregation of duties within accounting functions, and insufficient multiple levels of management review on complex business, accounting, and financial reporting issues. Inadequate system and manual controls were also identified.	September 30, 2025	These material weaknesses are reasonably likely to adversely affect the ability to record, process, summarize, and report financial information reliably. Management is committed to remediation, which includes possible hiring of additional personnel and establishing new review processes.
Equity Incentive Plan Amendment	Shareholders approved an amendment to the 2021 Omnibus Equity Incentive Plan to increase the number of shares reserved for issuances thereunder to 1,000,000 from 600,000.	August 6, 2025	Increases the pool of shares available for equity compensation, potentially impacting dilution but also providing incentives for management and employees.

Legal Proceedings

Currently not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on the business, financial condition, or operating results.

Related Party Transactions

The wife of CEO Darin Myman was employed as an executive secretary, earning $54,000 for the nine months ended September 30, 2025, and 2024.
VR Interactive LLC, a company 45% owned by CEO Darin Myman and 3.75% by CTO Peter Shelus, purchased 8,000,000 shares of RPM Interactive from Metabizz shareholders for $120,000 on January 10, 2024, making VR Interactive a 25% non-controlling interest in RPM Interactive.

Stakeholder Impact

**Shareholders**: Face increased dilution risk from ongoing capital raises (ATM offering) and stock-based compensation. The increasing net losses and internal control weaknesses could negatively impact share price and investor confidence. The pending RPM Interactive IPO could be a future value driver.
**Employees/Management**: Benefit from stock-based compensation and new employment agreements for RPM Interactive's leadership, providing incentives. However, the company's ongoing losses and internal control issues could create job uncertainty.
**Customers**: The launch of the Myseum social media platform and continued development of DatChat Messenger aim to provide enhanced privacy and content management services. RPM Interactive's AI-driven apps target consumers in entertainment.
**Creditors**: RPM Interactive issued promissory notes for $40,000 in September 2025, creating new debt obligations. The company's reliance on capital raises for liquidity could be a concern if future funding becomes difficult.
**Regulatory Authorities**: The identified material weaknesses in internal control over financial reporting will require close monitoring and remediation efforts to ensure compliance with SEC regulations.

Next Steps

Remediate identified material weaknesses in internal control over financial reporting, potentially by hiring additional accounting and finance personnel and establishing new review processes.
Continue efforts to raise capital through the active at-the-market (ATM) offering program for up to $6,000,000 in common shares.
Advance the pending initial public offering (IPO) of RPM Interactive, with the registration statement currently under SEC review.
Implement growth strategies to increase revenue generation from DatChat Messenger, the Myseum social media platform, and RPM Interactive's AI-driven publishing initiatives.
Evaluate and potentially utilize technology developed for the ceased Habytat platform.

Key Dates

Date	Description
2014-12-04	Company incorporated in Nevada under the name YssUp, Inc.
2015-03-04	Company's corporate name changed to Dat Chat, Inc.
2016-08-01	Board of Directors approved changing the name to DatChat, Inc. and designated one share of Series A Preferred Stock.
2021-07-26	Company adopted the 2021 Omnibus Equity Incentive Plan.
2021-08-15	Effective date of Employment Agreement with Darin Myman as CEO.
2021-08-27	Company entered into an amendment to its facility lease agreement and Employment Agreement with Darin Myman.
2021-10-01	Term of the modified facility lease commenced.
2022-06-16	Company formed a majority-owned subsidiary, RPM Interactive, Inc. (initially SmarterVerse, Inc.).
2022-11-01	Company launched the Habytat platform.
2022-12-06	Shelf registration statement on Form S-3 (File No. 333-268058) declared effective by the SEC.
2022-12-19	Shareholders approved to amend the 2021 Equity Plan to increase reserved shares to 300,000.
2023-01-01	Company adopted ASC 326, Financial Instruments Credit Losses.
2023-01-06	Board approved a stock repurchase program for up to $2 million of common stock.
2023-02-14	RPM Interactive entered into a subscription agreement with Metabizz, LLC, selling 40% of its common stock. Metabizz, LLC and Metabizz SAS were determined to be variable interest entities (VIEs).
2023-07-25	Company issued 19,802 common shares for a one-year consulting agreement.
2023-08-04	Board filed Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, and issued 2,000,000 Series B preferred shares.
2023-10-02	RPM Interactive issued the Company an additional 12,000,000 shares of its common stock for $500,000.
2023-11-10	Board approved adoption of the Amended and Restated 2021 Equity Plan to update legal jurisdiction.
2023-12-31	End of fiscal year for which Annual Report on Form 10-K was filed on March 31, 2025.
2024-01-10	VR Interactive LLC (related party) purchased 8,000,000 shares of RPM Interactive from Metabizz shareholders for $120,000, becoming a 25% non-controlling interest.
2024-01-16	Company entered into an underwriting agreement for a public offering of 382,972 common shares and pre-funded warrants.
2024-01-25	RPM Interactive entered into a 9-month consulting agreement and issued 1,500,000 shares for services.
2024-02-14	RPM Interactive changed its name from SmarterVerse, Inc. to Dragon Interactive Corporation.
2024-03-31	Company deconsolidated Metabizz, LLC and Metabizz SAS, ceasing business with them.
2024-07-17	End of lock-up period for directors and executive officers following the January 2024 offering.
2024-08-07	RPM Interactive changed its name from Dragon Interactive Corporation to Dragon Interact, Inc.
2024-08-27	Company entered into an Asset Purchase Agreement with Judaopta LLC to acquire RenAI Software and domain names, transferring 8,000,000 restricted shares of RPM Interactive common stock. RPM Interactive determined to be a VIE.
2024-10-29	RPM Interactive acquired 100% of RPM Florida in exchange for 3,500,000 shares of RPM Interactive's common stock, shifting focus to AI-driven podcast and gaming technologies.
2024-11-21	RPM Interactive changed its name from Dragon Interact, Inc. to RPM Interactive, Inc.
2024-12-13	Shareholders approved to amend the 2021 Equity Plan to increase reserved shares to 600,000.
2025-01-07	Company entered into an engagement agreement with The Benchmark Company, LLC as exclusive placement agent for an offering.
2025-01-08	Company entered into a securities purchase agreement with institutional investors to sell 1,200,000 common shares at $4.25 per share.
2025-01-09	Closing of the common stock offering, receiving net proceeds of $4,532,000.
2025-01-14	Company agreed to cancel 3,500,000 shares of RPM Common Stock and granted 260,000 stock options.
2025-02-10	Company entered into an Equity Sales Agreement with The Benchmark Company, LLC for an at-the-market (ATM) offering of up to $6,000,000 in common shares.
2025-03-01	Company expanded its business and product offerings to include the development of Myseum, a social network and multi-media storage platform.
2025-03-27	Company issued 750,000 shares of common stock to Benchmark for future sale under the ATM offering.
2025-04-08	RPM Interactive entered into employment agreements with Michael Mathews (CEO), W. David Linsley (CFO), and Daniel Warren (CTO), effective upon RPM Interactive's IPO.
2025-04-24	Company entered into an amendment agreement to modify its facility lease, relocating and reducing square footage.
2025-05-01	Term of the amended facility lease commenced.
2025-06-08	Company granted 65,000 stock options to employees and consultants.
2025-08-01	Certain internal-use software was placed in service, beginning amortization.
2025-08-06	Shareholders approved to amend the 2021 Equity Plan to increase reserved shares to 1,000,000.
2025-08-07	Company filed a Certificate of Amendment to change its name to Myseum, Inc.
2025-08-11	Trading symbols for common stock (MYSE) and Series A warrants (MYSEW) began on Nasdaq Capital Market.
2025-08-18	Company granted 265,000 stock options to board directors and officers.
2025-09-09	Company entered into a 6-month consulting agreement for media campaign services and issued 55,000 common shares.
2025-09-17	RPM Interactive received $40,000 from investors in exchange for promissory notes and warrants.
2025-09-30	End of the quarterly period covered by this report.
2025-11-13	Date of filing of this Quarterly Report on Form 10-Q.
2026-09-17	Maturity date for RPM Interactive's promissory notes.
2029-05-31	Expiration date of the amended facility lease.

Recommendation

sell

Myseum, Inc. presents a high-risk investment profile. The company continues to report significant and increasing net losses with minimal revenue, indicating a lack of sustainable business operations. The identified material weaknesses in internal control over financial reporting are a serious governance concern, undermining confidence in financial reporting. While strategic pivots into AI and new social media platforms are noted, their commercial viability is unproven, and the company remains heavily reliant on dilutive capital raises to fund operations. The pending IPO of RPM Interactive offers potential, but its success is uncertain. Given the persistent losses, weak revenue, and internal control deficiencies, a seasoned investor would likely recommend selling or avoiding this stock due to the high risk and lack of clear path to profitability.

Keywords

Myseum, DatChat, RPM Interactive, 10-Q, Quarterly Report, SEC Filing, Financial Results, Net Loss, Operating Expenses, Cybersecurity, Social Media, AI Publishing, Internal Controls, Liquidity, Capital Raise, Stock Options, Warrants, VIE, Emerging Growth Company

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