DATSW 8-K: Proposed IPO of RPM Interactive Disclosed

Rhea-AI Filing Summary

DatChat, Inc. (Nasdaq: DATS, DATSW) filed a Form 8-K to disclose that its former subsidiary, RPM Interactive, has submitted a registration statement on Form S-1 with the SEC for a proposed initial public offering of its common stock. The news was first communicated through a press release dated 17 June 2025, attached as Exhibit 99.1 and incorporated into the filing.

The 8-K does not provide key terms such as the number of shares to be offered, expected pricing range, anticipated timing, or post-offering ownership structure. No pro forma financial statements, earnings data, or guidance updates were included, and management reported no other material events. DatChat continues to qualify as an Emerging Growth Company and remains listed on the Nasdaq Stock Market under its existing tickers.

While the proposed IPO could create a standalone public entity focused on AI-generated publishing and software, investors must wait for RPM Interactive’s Form S-1 to obtain detailed financials, risk factors, and strategic objectives. Until those details emerge, the potential impact on DatChat’s consolidated results, cash position, and strategic direction remains unspecified in the current filing.

Positive

• Potential value creation: IPO of RPM Interactive could unlock hidden asset value for DatChat shareholders.
• Strategic clarity: Separating the AI-publishing business may allow DatChat to focus on its core messaging platform.

Negative

• Lack of financial details: The 8-K omits offering size, pricing, and DatChat’s residual ownership, limiting valuation analysis.
• Uncertainty of completion: IPO is only proposed; success depends on market conditions and SEC review.

Insights

Financial Analyst

TL;DR: DatChat discloses ex-subsidiary RPM Interactive has filed S-1; potential value unlock but no deal terms given.

The filing signals DatChat may monetize a non-core asset in the fast-growing AI publishing niche. If the IPO succeeds, DatChat could benefit through retained ownership or sale proceeds, potentially improving liquidity and focus. However, the 8-K lacks valuation, share disposition, or use-of-proceeds data, limiting immediate financial modelling. Investors should monitor the forthcoming S-1 for metrics such as revenue growth, margin profile, and DatChat’s remaining stake post-offering. Overall tone is incrementally positive because it introduces a catalyst without disclosing adverse information.

Corporate Governance Expert

TL;DR: Proposed IPO of former subsidiary raises governance and disclosure questions; impact neutral until details surface.

Spinning off RPM Interactive could sharpen strategic focus, but the 8-K provides no governance framework for post-IPO relations—e.g., board overlap, service agreements, or intellectual-property allocations. Absence of such detail keeps the materiality of conflicts and related-party dealings uncertain. The filing nevertheless meets SEC disclosure rules by promptly announcing the S-1 submission. Governance risk appears manageable, yet investors need the S-1 to evaluate independence and alignment. Given these unknowns, I classify the disclosure as neutral from a governance standpoint.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

DATCHAT, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40729		47-2502264
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

65 Church Street, Suite 230

New Brunswick, NJ 08901

(Address of principal executive offices, including ZIP code)

(732) 374-3529

(Registrant’s telephone number, including area code)

204 Neilson Street

New Brunswick, NJ 08901

(Former name or former address, if changed since last report)

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, $0.0001 par value		DATS		The Nasdaq Stock Market LLC
Series A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80		DATSW		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On June 17, 2025, DatChat, Inc. (the “Company”) issued a press release announcing its former subsidiary RPM Interactive, an AI-generated publishing and software company, has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description of Exhibit
99.1		Press release dated June 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 20, 2025	DATCHAT, INC.
	/s/ Darin Myman
	Darin Myman
	Chief Executive Officer

2

FAQ

What did DatChat (DATSW) disclose in its latest Form 8-K?

The company announced that former subsidiary RPM Interactive filed a Form S-1 for a proposed IPO, as detailed in a 17 June 2025 press release.

Which subsidiary of DatChat is planning an IPO?

RPM Interactive, an AI-generated publishing and software company formerly owned by DatChat.

Are offering terms such as share count or price included in the 8-K?

No. The filing provides no information on share quantity, pricing range, or expected proceeds.

Where can investors find detailed financial information about RPM Interactive?

Investors must review the forthcoming Form S-1 once it becomes publicly available through the SEC’s EDGAR system.

Does the 8-K report any other material events or financial results?

No. Aside from the proposed IPO disclosure, the 8-K contains no additional material events, earnings data, or financial statements.