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, 2022
☐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 Nielson Street 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:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share DATS The Nasdaq Stock Market LLC
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. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐
No ☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of June 30, 2022, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $17,847,418 based upon the closing price reported for such date on The Nasdaq Capital Market
as of that date.
Number of shares of common stock outstanding as
of March 27, 2023 was 20,234,066.
Documents Incorporated by Reference: None.
Table
of Contents
Part I 1
Item 1. Business 1
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 26
Item 2. Properties 26
Item 3. Legal Proceedings 26
Item 4. Mine Safety Disclosures 26
Item 6. [Reserved] 28
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 35
Item 8. Financial Statements and Supplementary Data 35
Item 9A. Controls and Procedures 35
Item 9B. Other Information 36
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 36
Part III 37
Item 10. Directors, Executive Officers and Corporate Governance 37
Item 11. Executive Compensation 41
Item 14. Principal Accountant Fees and Services 46
Item 15. Exhibit and Financial Statement Schedules 47
Signatures 49
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 6 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 blockchain, 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. 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. 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 co-development of a mobile-based social metaverse, known
as “The Habytat”, as well as the development of VenVūū, an advertising and non-fungible token (“NFT”)
monetization platform.
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. 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.
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 Habytat
In June 2022, we formed
a wholly owned subsidiary, SmarterVerse, Inc. (“SmarterVerse”). In July 2022, SmarterVerse entered into a development agreement
with MetaBizz, LLC, an infrastructure firm that creates and develops 4D experiences in the metaverse (“MetaBizz”).
In November 2022, we
launched 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.
In January 2023, we launched
Geniuz City, the first world within The Habytat. Geniuz City is intended to be a near photo-realistic world that is based on the city
of Miami and its surrounding areas. Geniuz City has been designed in a manner that can enable users to participate in a number of different
activities, such as parties, business conferences, shopping, socializing, and game play.
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Currently, once users
download The Habytat application, we plan to grant each user rights to use a designated piece of virtual property in Geniuz City through
the minting and issuance of a unique NFT. NFTs (or non-fungible tokens) are digital assets that can represent a unique real-world asset,
such as art, music, in-game items, videos, or a piece of real estate or virtual property. Users will initially be able to choose the
style of house they want, then start customizing it to represent their personal style and taste. Users will then be able to accumulate
reward points when they visit and interact with such virtual property or invite others to join The Habytat, and such rewards can be used
to enhance, expand, and improve the virtual property.
In addition, we plan to offer users the ability
to have their own pets in the Habytat, which they will need to care for and can train to follow basic obedience commands. Finally, as
described below, we plan to integrate our VenVūū, platform and VenVūū, dynamic NFTs (collectively, VenVūū,”)
into The Habytat, and that such integration will enable us and users to generate advertising-based revenues in The Habytat.
VenVūū
We are currently developing VenVūū,
an advertising and NFT monetization platform. VenVūū is based upon a proprietary metaverse ad network and dynamic NFT technology
which we believe will allow advertisers and landowners to connect in the metaverse. Management believes that metaverse advertising parallels
reality,.and that VenVūū can be considered as a parallel to billboards in the real world or “Google Ads” within
the internet. Through the integration of VenVūū, which advertises in a way similar to a billboard or video screen, we plan
to enable users of The Habytat opportunities to monetize their virtual property rights by directly displaying approved advertisements
on their virtual property. While we currently plan to launch VenVuu in the Habytat, it may also by interoperable within other metaverses
in the future We believe that these features can potentially provide brands with the ability to run campaigns that target the land parcels
they want to reach, simultaneously across multiple metaverses.
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. 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.
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.
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Software and Development
DatChat Messenger & Private Social Network
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.
The Habytat and VenVūū
Our software and development is led by our Head
of Business Development, Gianfranco Lopane and SmaterVerse’s Chief Innovation Officer, Rene J. Palacio Mongui, Chief Technology
Officer, Mark Mathis, and Chief Operating Officer, Ingrith Gartner Salazar. The software and development team is responsible for the engineering,
development, design, integration and testing of The Habytat metaverse and the VenVūū dynamic content NFT technology.
Marketing and Monetization
DatChat Messenger & Private Social Network
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.
The Habytat and VenVūū
We have entered into strategic alliances with
House of Kibba’s Project Origin metaverse, Yakushima Corp.’s Yakuverse, AVTR Studios Taipei’s metaverse, and ZOAN’s Cornerstone.land
metaverse to integrate the VenVūū NFT monetization platform and The Habytat. We anticipate that each strategic alliance will
mutually benefit from the cross-promotion of each other’s platforms and products. Additionally, MetaBizz will contribute over twenty engineers
and designers based in both North and South America.
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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.
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 27, 2023, we had 7 issued patents,
0 notices of allowance and 0 filed patent applications 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.
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.
-4-
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 27, 2023, we have a total of 15 full-time
employees and 1 consultant. 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.
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.
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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 minimal revenues. As reflected in the accompanying
consolidated financial statements, for the years ended December 31, 2022 and 2021, we incurred a net loss of $12,138,572 and $10,829,034,
respectively. Additionally, for the years ended December 31, 2022 and 2021, we used cash in operations of $7,258,765 and $8,454,504, respectively.
As of December 31, 2022, we has an accumulated deficit of $39,729,118. 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.
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.
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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:
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.
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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.
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;
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● 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.
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.
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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.
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.
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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.
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.
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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