| (a) | The following documents are filed as part of this report: |
|---|
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 106) | F-2 |
|---|
| Consolidated Balance Sheets – For the Years Ended December 31, 2025 and 2024 | F-3 |
|---|
| Consolidated Statements of Operations and Comprehensive Loss – For the Years Ended December 31, 2025 and 2024 | F-4 |
|---|
| Consolidated Statements of Changes in Stockholders’ Equity– For the Years Ended December 31, 2025 and 2024 | F-5 |
|---|
| Consolidated Statements of Cash Flows– For the Years Ended December 31, 2025 and 2024 | F-6 |
|---|
| Notes to Consolidated Financial Statements | F-7 |
|---|
The consolidated financial statements required by this Item are included beginning at page F-1.
| (1) | Financial Statement Schedules: |
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto.
The following documents are included as exhibits to this report.
| Exhibit Number | Title of Document |
| 3.1 | Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed on July 2, 2021) |
| 3.2 | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A filed on August 9, 2021) |
| 3.3 | Amendment No.1 to Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on October 26, 2022) |
| 3.4 | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1/A filed on August 9, 2021) |
| 3.5 | Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 7, 2023) |
| 3.6 | Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1/A filed on August 9, 2021) |
| 3.7 | Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.5 to the Company’s Form S-1/A filed on August 9 2021) |
| 3.8 | Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 19, 2023) |
| 3.9 | Certificate of Correction to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023) |
| 3.10 | Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 28, 2023) |
| 3.11 | Certificate of Amendment to Amended and Restated Articles of Incorporation dated August 7, 2025 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2025) |
| 4.1 | Form of Series A Warrant Agent Agreement including Form of Series A Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed on August 9, 2021) |
| 4.2 | Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed on August 9, 2021) |
| 4.3 | Form of Stock Certificate (Incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A filed on August 9, 2021) |
| 4.4 | 2021 Equity Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on August 9, 2021) |
| 4.5 | Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023) |
| 4.6 | Underwriting Agreement dated January 16, 2024 between DatChat, Inc. and EF Hutton LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on January 19, 2024) |
| 4.7 | Form of Pre-Funded Warrant (included as Exhibit A to Exhibit 1.1) (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 19, 2024) |
| 4.8 | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 10, 2025) |
| 4.9* | Description of Registrant’s Securities |
| 10.1+ | Employment Agreement between the Company and Brett Blumberg (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 16, 2022) |
| 10.2 | Form of Subscription and Investment Representation Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 7, 2023) |
| 10.3 | Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2025) |
| 10.4 | Sales Agreement between DatChat, Inc. and The Benchmark Company, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on February 10, 2025) |
| 10.5+ | Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2025) |
| 10.6+ | Form of Stock Option Award pursuant to the Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on November 13, 2025) |
| 10.7 | Debt Forgiveness and Contribution Agreement, dated December 11, 2025, between the Company and RPM Interactive, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025) |
| 10.8 | First Amendment to Sales Agreement between Myseum, Inc. and The Benchmark Company, LLC dated February 6, 2026 (Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2026) |
| 19.1 | Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K filed on March 31, 2025) |
| 23.1* | Consent of Salberg & Company, P.A. |
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | DatChat, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Form 10-K filed on March 29, 2024) |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104* | Cover Page Interactive Data File - the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL |
| + | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|