As filed with the Securities and Exchange Commission
on November 13, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
MYSEUM, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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47-2502264 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
65 Church Street, Suite 230
New Brunswick, NJ 08901
(Address of Principal Executive Offices) (Zip Code)
Myseum, Inc.
Amended and Restated 2021 Omnibus Equity Incentive
Plan
(Full title of the plan)
Darin Myman
Chief Executive Officer
Myseum, Inc.
65 Church Street, Suite 230
New Brunswick, NJ 08901
(Name and address of agent for service)
(732) 374-3529
(Telephone number, including area code, of agent
for service)
With a copy to:
Richard A. Friedman, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10012-0015
Telephone: (212) 653-8700
Facsimile: (212) 653-8701
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Myseum, Inc. (the “Company”) will
provide each recipient (each, a “Recipient” and collectively, the “Recipients”) of a grant under the Myseum, Inc.
Amended and Restated 2021 Omnibus Equity Incentive Plan (the “Plan”) with documents that contain information related to the
Plan, and other information including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required
to be and is not being filed as a part of this Registration Statement on Form S-8 (the “Registration Statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). The foregoing
information and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to
each Recipient who receives common stock covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.
We will provide to each Recipient a written statement
advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act without charge and upon written or oral request by contacting:
Darin Myman
Chief Executive Officer
Myseum, Inc.
65 Church Street, Suite 230
New Brunswick, NJ 08901
Phone: (732) 374-3529
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with
the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), are incorporated herein by reference:
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025; |
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The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, filed with the SEC on May 15, 2025 and August 14, 2025, respectively; |
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The Company’s Current Reports on Form 8-K and Form 8-K/A filed with the SEC on January 10, 2025, February 10, 2025, February 13, 2025, March 31, 2025, April 3, 2025, April 21, 2025, May 29, 2025, June 3, 2025, June 20, 2025, July 31, 2025, August 6, 2025, August 8, 2025, October 2, 2025, October 8, 2025, October 14, 2025, October 16, 2025, and November 4, 2025; |
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The description of the Company’s common stock contained in the Registration Statement on Form 8-A/A filed with the SEC on August 12, 2021, as amended by the description of the Company’s common stock contained in Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025; and |
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All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. |
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502(1) of the Nevada Revised Statutes
(“NRS”) provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in an
action brought by or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and that,
with respect to any criminal action or proceeding, the person had reasonable cause to believe his action was unlawful.
Section 78.7502(2) of the NRS provides that a
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit brought by or on behalf of the corporation to procure a judgment in its favor because the person acted in any of the capacities
set forth above, against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by
that person in connection with the defense or settlement of such action or suit, if the person acted in accordance with the standard set
forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom to be liable to the corporation or for amounts
paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court
of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the NRS further provides
that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action,
suit or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue or matter therein, that person shall
be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by that person in
connection therewith.
Section 78.751 of the NRS provides that unless
indemnification is ordered by a court, the determination to provide indemnification must be made by the stockholders, by a majority vote
of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in specified circumstances by independent
legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or an agreement made by the corporation may provide
for the payment of the expenses of a director or officer of the expenses of defending an action as incurred upon receipt of an undertaking
to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.
Section 78.751 of the NRS further provides that the indemnification provided for therein shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors and administrators.
Section 78.752 of the NRS provides that a corporation
may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted
against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the
authority to indemnify him against such liabilities and expenses.
Our Amended and Restated Articles of Incorporation
provide that the Company shall, to the fullest extent permitted by the provisions of Section 78.751 of the NRS, indemnify any and all
persons whom it shall have the power to indemnify under such section.
The above provisions may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duty. The provisions may also have the effect of reducing
the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions are necessary
to attract and retain qualified persons as directors and officers.
At present, there is no pending litigation or
proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened
litigation or proceedings that might result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the attached Exhibit Index on the page immediately
following the signature pages hereto, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
1. To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective Registration Statement.
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however,
that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New Brunswick, State of New Jersey, on the 13th day of November, 2025.
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MYSEUM, INC. |
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By: |
/s/ Darin Myman |
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Darin Myman |
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Chief Executive Officer |
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(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Darin Myman, with full power of substitution, his or her true
and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file each of the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes,
as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Darin Myman |
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Chief Executive Officer |
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November 13, 2025 |
| Darin Myman |
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(Principal Executive Officer) |
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| /s/ Brett Blumberg |
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Chief Financial Officer |
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November 13, 2025 |
| Brett Blumberg |
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(Principal Financial and Accounting Officer) |
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| /s/ Peter Shelus |
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Director |
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November 13, 2025 |
| Peter Shelus |
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| /s/ Carly Luogameno |
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Director |
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November 13, 2025 |
| Carly Luogameno |
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| /s/ Joseph Nelson |
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Director |
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November 13, 2025 |
| Joseph Nelson |
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| /s/ Wayne Linsley |
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Director |
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November 13, 2025 |
| Wayne Linsley |
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EXHIBIT INDEX
Exhibit
Number |
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Description |
| 4.1 |
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Form of Stock Certificate (Incorporated by reference to Exhibit 4.3 to the Company's Form S-1 filed on July 2, 2021) |
| 5.1* |
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Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
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Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on From 8-K filed with the SEC on August 6, 2025) |
| 10.2* |
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Form of Stock Option Award pursuant to the Amended and Restated 2021 Omnibus Equity Incentive Plan |
| 23.1* |
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Consent of Salberg & Company, P.A. |
| 23.2* |
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Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 24.1* |
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Power of Attorney (included on signature page) |
| 107* |
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Filing Fee Table |
