UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
☐TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 001-40729
DATCHAT, INC.
(Exact name of registrant as specified in charter)
204 Nielsen Street, 1st Floor New Brunswick, NJ 08901
(Address of principal executive offices) (Zip code)
(732)374-3529
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act: None.
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share DATS DATSW The Nasdaq Capital Market
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filter ☐ Accelerated filter ☐
Non-accelerated filter ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Number of shares of common stock outstanding
as of March 21, 2022 was 19,597,419.
Documents Incorporated by Reference: None.
Table of Contents
Part I 1
Item 1. Business 1
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 20
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20
Item 6. [Reserved] 21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 25
Item 8. Financial Statements and Supplementary Data 26
Item 9A. Controls and Procedures 26
Item 9B. Other Information 27
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 27
Part III 28
Item 10. Directors, Executive Officers and Corporate Governance 28
Item 11. Executive Compensation 32
Item 14. Principal Accountant Fees and Services 39
Item 15. Exhibit and Financial Statement Schedules 40
Signatures 42
i
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Annual Report
on Form 10-K about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts
and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,”
“will,” “expect,” “anticipate,” “estimate,” “intend,” “plan”
and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth
opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational
structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown
risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially
from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any forward-looking
statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10-K. Some
of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained
in the forward-looking statements include, but are not limited to:
● our business strategies;
● the timing of regulatory submissions;
● risks related to market acceptance of products;
● intellectual property risks;
● risks associated to our reliance on third party organizations;
● our competitive position;
● our industry environment;
● management’s expectation with respect to future acquisitions;
● our cash needs and financing plans.
The foregoing list sets forth some, but not all,
of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Annual
Report on Form 10-K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10-K, completely
and with the understanding that our actual future results may be materially different from what we expect. You should assume that the
information appearing in this Annual Report on Form 10-K is accurate as of the date hereof. Because the risk factors referred to on page
4 of Annual Report on Form 10-K, could cause actual results or
outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made,
and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time,
and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking
statements, by these cautionary statements.
ii
RISK FACTOR SUMMARY
Our business is subject to significant risks
and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors
but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in
the section titled “Risk Factors,” together with the other information in this Annual Report on Form 10-K. If any of the
following risks actually occurs (or if any of those listed elsewhere in this Annual Report on Form 10-K occur), our business, reputation,
financial condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no
obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or
to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which
factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the
information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these cautionary statements.
Risks Related to our Business and Industry
● We have a limited operating history
Risks Related to
Information Technology Systems, Intellectual Property and Privacy Laws
● Major network failures could have an adverse effect on our business.
Risks Related to Our Common Stock and Series
A Warrants
iii
PART I
ITEM 1. BUSINESS
Overview
We are a communication software company. We believe
that one’s right to privacy should not end the moment they click “send.” Our flagship product, DatChat Messenger &
Private Social Network (the “Application”), is a mobile application that gives users the ability to communicate with privacy
and protection.
The Application allows users to exercise control
over their messages, even after they are sent. Through the 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.
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. 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 integrates with iMessage, making
private messages potentially available to hundreds of millions of users.
Competition
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. 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.
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. In addition, we are developing a blockchain-based,
decentralized communications platform that is being designed to allow consumers and businesses to connect directly with each other. We
currently have approximately 22,572 Monthly Active Users, of which approximately 16,620 are Android users.
Observing that mobile messaging and social media
users are drawn to several different messaging platforms by specific capabilities, we set out to create the Application to consolidate
popular messaging and social media features such as group chats, emoticons and video sharing, offer new and unique features such as being
able to “nuke” a conversation to remove all traces of it from all parties involved, and deliver increased levels of privacy
and security. As public concerns over privacy in an ever-expanding digital society grow, the Application offers comfort to its users
with extensive control over their messages and posts, even after they are sent or shared. The Application allows users to not only control
how long or how many times a message or post may be viewed by the recipient, but also allows the sender to erase the message or entire
conversation after it is sent. Our goal is to make the Application a leader in the mobile secure messaging and social media market based
upon our proprietary technology and enhanced privacy and security features. We intend to roll out additional features including video
chat, attachments, unique social posts and other features to enhance the messaging and social media experience.
1
Software and Development
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. We intend to work closely with our customers
to continuously enhance the performance, functionality, usability, reliability and flexibility of the Application.
Our software and development team is responsible
for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third
parties for our automated testing, managed upgrades, software development and other technology services. We are also developing video
messages and video messages containing hidden messages embedded in the video stream. We anticipate that the video messaging currently
under development will allow users to change the number of views allowed or destruct the message after being sent, in addition to setting
the message to auto-self-destruct. We are also in the process of developing a private and encrypted social wall/network.
Marketing and Monetization
The Application is currently offered for
free on Apple’s App Store and Google Play. Initial marketing is expected to consist of public relations, “cost-per-install”
campaigns, social media marketing using the Facebook’s ad platform and other readily available advertising platforms.
We anticipate utilizing social influencers and
additional public relations strategies to promote the Application on a global basis, which also includes making the Application available
for use in other languages.
We also plan to add in-app purchases such as
user customization features, unique emoticons, stickers and long form video messages to monetize the Application.
We anticipate monetizing the Application with
a subscription-based service for small and medium size businesses. In the future, we may develop other mobile applications and services
for consumers once our user base reaches a level at which we deem it to be economically feasible. No assurance can be given that we will
successfully develop new or future applications that will be embraced by users or generate revenue.
Intellectual Property Portfolio
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.
Our policy is to seek to protect our proprietary position through a combination of intellectual property rights in the United States,
including patents, trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our
ability to protect our intellectual property and proprietary technologies.
As of March 21, 2022, we had 2 issued patents,
1 notice of allowance and 0 filed patent application in the United States relating to our encryption technologies and blockchain platform.
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. We may not be able to obtain protection for our intellectual property, and our existing and future
patents, trademarks, and other intellectual property rights may not provide us with competitive advantages or distinguish our products
and services from those of our competitors. Our pending patent application and future applications may not result in the issuance of
patents, and any resulting issued patents may have claims narrower than those in our patent applications. Additionally, our current and
future patents, trademarks, and other intellectual property rights may be contested, circumvented, or found unenforceable or invalid,
and we may not be able to prevent third parties from infringing them. Our internal controls may not always be effective at preventing
unauthorized parties from obtaining our intellectual property and proprietary technologies.
Other companies that own patents, copyrights,
trademarks, trade secrets, and other intellectual property rights related to the mobile, encryption, blockchain, communication, privacy,
internet, and other technology-related industries frequently enter into litigation based on allegations of infringement, misappropriation,
and other violations of intellectual property or other 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.
2
Our 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. 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. We take commercially
reasonable and appropriate measures to protect this personal information from accidental loss, misuse, and unauthorized access, disclosure,
alteration, or destruction, taking into account the risks involved in processing and the nature of such data, and comply with applicable
laws and regulations. We do not currently transfer any personal information to third-parties that do not act on our behalf, and we will
not do so without users’ opt-in consent. Similarly, we do not currently collect sensitive personal information from users without
opt-in consent. We may disclose personal information to certain types of third-party companies, but only to the extent needed to enable
them to provide such services. The types of companies that may receive personal information and their functions are: marketing assistance,
analytics and reporting, customer support, email and SMS delivery, cloud infrastructure, and systems monitoring. All such third parties
function as our agents, performing services at our instruction and on our behalf pursuant to contracts which require them to provide
at least the same level of privacy protection as is required by our Privacy Policy. In addition, we may be required to disclose personal
information in response to lawful requests by public authorities, including for the purpose of meeting national security or law enforcement
requirements. We may also disclose personal information to other third parties when compelled to do so by government authorities or required
by law or regulation including, but not limited to, in response to court orders and subpoenas.
With respect to retention of personal information,
we may only retain such users’ personal information in a form that identifies them only for as long as it serves the purpose(s)
for which it was initially collected as stated in our Privacy Policy, or subsequently authorized. We may continue processing users’
personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of statistical
analysis, and subject to the protection of our Privacy Policy. After such time periods have expired, we may either delete the personal
information or retain it in a form such that it does not identify the user personally.
Most importantly, when users send an encrypted
message through the Application, we may only temporarily process and store the message in its encrypted form. We do not (and cannot)
read our users’ encrypted messages and we delete our users’ messages as soon as they have been successfully self-destructed
or deleted. Our end-to-end encryption ensures that we will never have access to the contents of our users’ messages. Moreover,
we recognize the privacy rights of our users and are committed to complying with data protection laws to the extent they apply to us,
and to assist our users in exercising their rights under applicable law. 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 21, 2022, we have a total of 6 full-time
employees and 4 consultants. We are not a party to any collective bargaining agreements. We believe that we maintain good relations with
our employees.
Our Corporate Information
DatChat, Inc. was initially incorporated in Nevada
on December 4, 2014 under the name YssUp, Inc. 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.
3
Available Information
Our website address is www.datchat.com.
The contents of, or information accessible through, our website are 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. Securities and Exchange Commission
(“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC’s Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other
information. The address of the SEC’s website is www.sec.gov. The information contained in the SEC’s website is not
intended to be a part of this filing.
ITEM 1A. RISK FACTORS
An investment in our common stock involves
a high degree of risk. You should carefully consider the following risk factors and the other information in this Annual Report on Form
10-K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.
The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the
following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case,
the value and trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to our Business and Industry
We have a limited
operating history and have not yet generated any revenues.
Our limited operating
history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. We were incorporated
in 2014, and since then there have been a limited amount of downloads of the Application. To date, we have no revenues. Since inception
through December 31, 2021, we have recorded accumulated losses of approximately $27.6 million. 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 on with other platforms. We also continue to develop and refine functions of the
Application.
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 yet developed
a strong customer base and we have not generated sustainable revenue since inception. We are subject to the substantial risk of failure
facing businesses seeking to develop and commercialize new products and technologies. Maintaining and improving our platform will require
significant capital. We will also incur substantial accounting, legal and other overhead costs as a public company. If our offerings
to customers are unsuccessful, result in insufficient revenue or result in us not being able to sustain revenue, we will be forced to
reduce expenses, which may result in an inability to gain new customers.
We may fail to
develop new products, or may incur unexpected expenses or delays.
Although the Application
is currently available for download, we may need to develop various new technologies, products and product features to remain competitive.
Due to the risks inherent in developing new products and technologies — limited financing, loss of key personnel, and other factors
— we may fail to develop these technologies and products, or may experience lengthy and costly delays in doing so. 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.
4
We are dependent
on the services of certain key management personnel, employees, and advisors. If we are unable to retain or motivate such individuals
or hire qualified personnel, we may not be able to grow effectively.
We depend on the services
of a number of key management personnel, employees, and advisors and our future performance will largely depend on the talents and efforts
of such individuals. We do not currently maintain “key person” life insurance on any of our employees. The loss of one or
more of such key individuals, or failure to find a suitable successor, could hamper our efforts to successfully operate our business
and achieve our business objectives. Our future success will also depend on our ability to identify, hire, develop, motivate and retain
highly skilled personnel. Competition in our industry for qualified employees is intense, and our compensation arrangements may not always
be successful in attracting new employees and/or retaining and motivating our existing employees. Future acquisitions by us may also
cause uncertainty among our current employees and employees of the acquired entity, which could lead to the departure of key individuals.
Such departures could have an adverse impact on the anticipated benefits of an acquisition.
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. Many of
these companies, including Apple Inc., Alphabet Inc., Facebook, Inc., and Snap Inc., already have an established market in our industry.
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.
Because the Application
is based on certain new technologies, it is subject to risks of failure that are particular to new technologies, including the possibility
that:
● the Application may not gain market acceptance;
● the Application may not receive the exposure required to obtain new users; or
● third parties may market superior products or services.
If we are unable
to maintain a good relationship with the markets where the Application is distributed, our business will suffer.
The Apple App Store
is the primary distribution, marketing, promotion and payment platform for the Application. Any deterioration in our relationship with
Apple or any application market place we utilize in the future would harm our business and adversely affect the value of our common stock.
We are subject to Apple’s
standard terms and conditions for application developers, which govern the promotion, distribution and operation of mobile applications
on its platform. Our business would be harmed if:
5
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. In addition, Apple has broad discretion to change their terms of service and other policies
with respect to us and other developers, and those changes may be unfavorable to us. Any such changes in the future could significantly
alter our users experience or how interact within our application, which may harm our business.
In the event that Apple’s
standard terms and conditions become prohibitively costly or unduly burdensome, we plan to host our own servers in a co-location facility
and create a web-based, desktop version of the Application that does not require users to install the Application from the App store.
The mobile application
industry is subject to rapid technological change and, to compete, we must continually enhance the Application.
We must continue to
enhance and improve the performance, functionality and reliability of the Application. The mobile application industry is characterized
by rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying
new technologies and the emergence of new industry standards and practices that could render our product and services obsolete. We have
discovered that some of our customers’ desire additional performance and functionality that the Application, and the underlying
technology, does not currently support. Our success will depend, in part, on our ability to both internally develop leading technologies
to enhance the Application, develop new mobile applications and services that address the increasingly sophisticated and varied needs
of our customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely
basis. The development of our technology and other proprietary technology involves significant technical and business risks. We may fail
to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements or emerging industry
standards. 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.
Tools, code, subroutines
and processes contained within the Application may contain defects not yet discovered or contained in updates and new versions. Our introduction
of new mobile applications or updates and new versions with defects or quality problems may result in adverse publicity, reduced downloads
and use, product redevelopment costs, loss of or delay in market acceptance of our products or claims by customers or others against
us. Such problems or claims may have a material and adverse effect on our business, prospects, financial condition and results of operations.
If we fail to
retain current users or add new users, or if our users engage less with the Application, our business would be seriously harmed.
Adding, maintaining,
and engaging daily monthly users will be essential to attaining our growth targets and sustaining operations. If current and potential
users do not perceive our products to be effective and useful, we may not be able to attract new users, retain existing users, or maintain
or increase the frequency and duration of their engagement. In addition, our products typically require high bandwidth data capabilities,
high-end mobile device penetration and high bandwidth capacity cellular networks with large coverage areas. We therefore do not expect
to experience rapid user growth or engagement in countries with low smartphone penetration even if such countries have well-established
and high bandwidth capacity cellular networks. We may also not experience rapid user growth or engagement in regions where, even though
smartphone penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not
access our products regularly.
6
There are many factors
that could negatively affect user retention, growth, and engagement, including if:
● users increasingly engage with competing products instead of ours;
● we are unable to combat hostile or inappropriate usage on our products;
● 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.
Any decrease to 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 would not be interested
in our services.
No matter how effective
our products might be in affording users control over their privacy, the general public may not perceive our products to be necessary
or useful. In general, although people are more aware than in the past of the amount of personal data that is tracked on a daily basis
with the advent of social media and targeted advertising, mere awareness does not necessarily translate into a desire to take affirmative
action with respect to one’s privacy. For us, this could mean that the average person might not feel the need to have the ability
to delete messages that they have sent. While we believe that the general public will recognize the value of our products and feel empowered
to take control of their privacy, it is possible that a great number of people have come to believe that their personal information cannot
be protected and that any attempt to do so would be ineffective. As such, regardless of how effective our products might be, there is
a risk that the general public might deem our products to be unnecessary and will not be drawn to download and use the Application.
Users may not
want to change the way that they send messages and therefore would not be interested in our products.
Our success is dependent
in part on users altering their behavior and changing the way that they send text messages. Although the Application is fully integrated
with iMessage, the Application requires the user to send the message through a separate text bar, which is located below the ordinary
iMessage bar. Even if users have downloaded the Application, it is possible that users will bypass this option when they go to send a
text message. In addition, our user experience may not be received positively, as some users might find it inconvenient to have two text
bars appearing on the screen at the same time when they go to send a text message. The iMessage integration figure does not currently
allow a user to remove the iMessage bar so that only the Application’s bar appears and it is doubtful that Apple would ever allow
such a feature. Moreover, because both text bars are displayed on the screen at the same time, users may inadvertently send a private
message through iMessage that they intended to send through the Application, thereby defeating the data protection and privacy benefits
that the Application offers. If users do not adapt to seeing and typing messages with two texts bars displayed, our user retention may
suffer.
7
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.
For all of the same
reasons that our products are attractive to the general public, the privacy, data protection and encryption features could appeal to
persons and groups engaged in illegal activities due to the ability of the Application to delete messages from a recipient’s phone.
In this context, the Application may be used to facilitate both illegal activity and the destruction of evidence, which could potentially
draw scrutiny from regulators. In addition, the Application could develop a stigma that it is associated with illegal activity and deter
certain people from communicating through the Application.
Negative publicity
could adversely affect our reputation, our business, and our operating results.
Negative publicity about
our company, including about the quality and reliability of our products, content shared by users through the Application, changes to
our products, policies and services, our privacy and security practices, litigation, regulatory activity, the actions of users on the
Application, or user experience with our products, even if inaccurate, could adversely affect our reputation and the confidence in and
the use of our product. Such negative publicity could also have an adverse effect on the size, engagement, and loyalty of our user base
and, in turn, adversely affect our business, results of operations and financial condition.
We expect to derive
substantially all of our revenue from a single product.
We expect to derive
substantially all of our revenue from the Application. As such, the continued growth in market demand for and market acceptance of the
Application is critical to our continued success. Demand for the Application is affected by a number of factors, many of which are beyond
our control, such as continued market acceptance; the timing of development and release of competing new products; consumer preferences;
the development and acceptance of new features, integrations, and capabilities; price or product changes by us or our competitors; technological
changes and developments within the markets we serve; growth, contraction, and rapid evolution of our market; and general economic conditions
and trends. If we are unable to continue to meet demands of our users or trends in preferences or to achieve more widespread market acceptance
of the Application, our business, results of operations, and financial condition could be harmed. Changes in preferences of users may
have a disproportionately greater impact on us than if we offered multiple products. 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 the Application. If demand declines for any of these or other reasons, our business could be
adversely affected.
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.
Because the Application
is used primarily on mobile devices, the Application must remain interoperable with popular mobile operating systems, Android and iOS.
The owners of such operating systems, Google and Apple, respectively, each provide consumers with products that compete with ours. We
have no control over these operating systems or hardware, and any changes to these systems or hardware that degrade our products’
functionality, or give preferential treatment to competitive products, could seriously harm DatChat usage on mobile devices. Our competitors
that control the operating systems and related hardware the Application runs on could make interoperability of our products with those
mobile operating systems more difficult or display their competitive offerings more prominently than ours. When introducing new products,
it takes time to optimize such products to function with these operating systems and hardware, impacting the popularity of such products,
and we expect this trend to continue. Moreover, our products require high-bandwidth data capabilities. If the costs of data usage increase,
our user growth, retention, and engagement may be seriously harmed.
8
We may not successfully
cultivate relationships with key industry participants or develop products that operate effectively with these technologies, systems,
networks, regulations, or standards. 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.
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. For example, in December 2017, the Federal Communications Commission adopted an order reversing net neutrality
protections in the United States, including the repeal of specific rules against blocking, throttling or “paid prioritization”
of content or services by internet service providers. To the extent internet service providers engage in such blocking, throttling or
“paid prioritization” of content or similar actions as a result of this order and the adoption of similar laws or regulations,
our business, financial condition and results of operations could be materially adversely affected.
Risks Related to Information Technology Systems, Intellectual Property and Privacy Laws
We rely on a single
third-party provider, Amazon Web Services (“AWS”), for computing infrastructure, secure network connectivity, and other technology-related
services needed to deliver our products. Any disruption in the services provided by such third-party provider could adversely affect
our business.
Our products are hosted
from, and use computing infrastructure, secure network connectivity, and other technology-related services provided by AWS. We do not
control the operations of this third-party provider or own the equipment used to provide such services. Because we cannot easily switch
our AWS-serviced operations to another cloud provider, any disruption of or interference with our use of AWS, for example, due to natural
disasters, cyber-attacks, terrorist attacks, power losses, telecommunications failures, or similar events, would impact our operations
and may adversely affect our business, financial condition, operating results and cash flows. In addition, AWS has no obligation to renew
its agreement with us on commercially reasonable terms or at all. If we are unable to renew our agreement on commercially reasonable
terms or develop our blockchain capabilities, we may be required to transition to a new provider, and we may incur significant costs
and possible service interruption in connection with doing so.
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;
Amazon has broad discretion
to change and interpret its terms of service and other policies with respect to us, and those actions may be unfavorable to us. They
may also alter how we are able to process data on their cloud platform. If Amazon makes changes or interpretations that are unfavorable
to us, our business could be seriously harmed.
9
Major network
failures could have an adverse effect on our business.
Our technology infrastructure
is critical to the performance of the Application and customer satisfaction. The Application runs on a complex distributed system, or
what is commonly known as cloud computing. Some elements of this system are operated by third-parties that we do not control and which
would require significant time to replace. We expect this dependence on third parties to continue. Major equipment failures, natural
disasters, including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network or information technology
security that affect third-party networks, communications switches, routers, microwave links, cell sites or other third-party equipment
on which we rely, could cause major network failures and/or unusually high network traffic demands that could have a material adverse
effect on our operations or our ability to provide service to our customers. These events could disrupt our operations, require significant
resources to resolve, result in a loss of customers or impair our ability to attract new customers, which in turn could have a material
adverse effect on our business, prospects, results of operations and financial condition. If we experience significant service interruptions,
which could require significant resources to resolve, it could result in a loss of customers or impair our ability to attract new customers,
which in turn could have a material adverse effect on our business, prospects, results of operations and financial condition. In addition,
with the growth of wireless data services, enterprise data interfaces and Internet-based or Internet Protocol enabled applications, wireless
networks and devices are exposed to a greater degree to third-party data or applications over which we have less direct control. As a
result, the network infrastructure and information systems on which we rely, as well as our customers’ wireless devices, may be
subject to a wider array of potential security risks, including viruses and other types of computer-based attacks, which could cause
lapses in our service or adversely affect the ability of our customers to access our service. 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. Any such claims,
with or without merit, could cause costly litigation that could consume significant management time. As the number of product and services
offerings in the mobile application market increases and functionalities increasingly overlap, companies such as ours may become increasingly
subject to infringement claims. Such claims also might require us to enter into royalty or license agreements. If required, we may not
be able to obtain such royalty or license agreements, or obtain them on terms acceptable to us.
We may not be
able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services which would
harm our competitive position.
Our success, in part,
depends upon our proprietary technology. We have various forms of intellectual property including patent, copyright, trademark and trade
secret laws, confidentiality procedures and contractual provisions to establish and protect our proprietary rights. Despite these precautions,
third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently.
We also pursue the registration of our domain names, trademarks, and service marks in the United States. We have also filed patent applications.
However, we cannot provide any assurance that patent applications that we file will ultimately result in an issued patent or, if issued,
that they will provide sufficient protections for our technology against competitors. We cannot assure you that the protection of our
proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products
and services or design around any intellectual property rights we hold.
We could be harmed
by improper disclosure or loss of sensitive or confidential data.
In connection with the
operation of our business, we plan to process and transmit data. Unauthorized disclosure or loss of sensitive or confidential data may
occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation,
or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer
programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other
malicious software programs.
10
Such disclosure, loss
or breach could harm our reputation and subject us to government sanctions and liability under laws and regulations that protect sensitive
or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls
over sensitive or confidential data and other practices we and our third-party vendors follow may not prevent the improper access to,
disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks may increase as we introduce new
services and offerings, such as mobile technology. Further, data privacy is subject to frequently changing rules and regulations, which
sometimes conflict among the various jurisdictions in which we provide services. 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.
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.
Information security
risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet,
and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties,
some of which may be linked to terrorist organizations or hostile foreign governments. Cybersecurity attacks are becoming more sophisticated
and include malicious attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions
in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging
our reputation. Our security systems are designed to maintain the security of our users’ confidential information, as well as our
own proprietary information. 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.
In addition, we could
become subject to unauthorized network intrusions and malware on our own IT networks. Any theft or misuse of confidential, personal or
proprietary information as a result of such activities or failure to prevent security breaches could result in, among other things, unfavorable
publicity, damage to our reputation, loss of our trade secrets and other competitive information, difficulty in marketing our products,
allegations by our customers that we have not performed our contractual obligations, litigation by affected parties and possible financial
obligations for liabilities and damages related to the theft or misuse of such information, as well as fines and other sanctions resulting
from any related breaches of data privacy regulations, any of which could have a material adverse effect on our reputation, business,
profitability and financial condition. Furthermore, the techniques used to obtain unauthorized access or to sabotage systems change frequently
and are often not recognized until launched against a target, and we may be unable to anticipate these techniques or to implement adequate
preventative measures.
We may be subject
to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security.
Our actual or perceived failure to comply with such obligations could adversely affect our business.
We receive, collect,