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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): August 6, 2026
MYSEUM.AI,
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)
N/A
(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 |
|
MYSE |
|
The
Nasdaq Stock Market LLC |
| Series
A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80 |
|
MYSEW |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
At
the Annual Meeting (as defined below) of Myseum.AI, Inc. (the “Company”), shareholders approved an amendment to the Myseum.AI,
Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common
stock reserved for issuance thereunder to 2,000,000 from 1,000,000 shares (the “Plan Amendment”).
The
foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 6, 2026, the Company held its 2026 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding
a shareholder vote on Proposals 1, 2, 3, and 4 set forth below. On the record date for the Annual Meeting of June 12, 2026, there were
5,196,430 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 2,444,623
shares of the Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
The
final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s
Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 23, 2026, are as follows:
Proposal
1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the five nominees
for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly
elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five
directors were as follows:
| Nominee |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Darin
Myman |
|
892,211 |
|
19,700 |
|
1,532,712 |
| Peter
Shelus |
|
894,117 |
|
17,794 |
|
1,532,712 |
| Carly
Luogameno |
|
889,343 |
|
22,568 |
|
1,532,712 |
| Joseph
Nelson |
|
891,422 |
|
20,489 |
|
1,532,712 |
| Wayne
Linsley |
|
864,346 |
|
47,565 |
|
1,532,712 |
Proposal
2. At the Annual Meeting, the shareholders approved the ratification of the appointment of Salberg & Company, P.A. (“Salberg”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the
votes to approve Salberg was as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 2,417,733 |
|
19,176 |
|
7,714 |
|
- |
Proposal
3. At the Annual Meeting, the shareholders approved an amendment to the 2021 Plan to increase the number of shares of common stock
reserved for issuance thereunder to 2,000,000 shares from 1,000,000 shares. The result of the votes to approve the Plan Amendment was
as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 684,374 |
|
218,458 |
|
9,079 |
|
1,532,712 |
Proposal
4. At the Annual Meeting, the shareholders granted the Company’s board of directors the authority, at its discretion, to effect
a reverse split of the Company’s outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25,
without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the board
of directors in its discretion and to be effected, if at all, in the sole discretion of the board of directors at any time before August 6,
2027 without further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”).
The result of the votes to approve the Reverse Stock Split Proposal was as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 1,400,069 |
|
749,474 |
|
295,080 |
|
- |
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 |
| 10.1 |
|
Amendment No. 1 to Amended and Restated 2021 Omnibus Equity Incentive Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
August 6, 2026 |
MYSEUM.AI,
INC. |
| |
|
| |
/s/
Darin Myman |
| |
Darin
Myman |
| |
Chief
Executive Officer |