SEC Comment Letter 0000000000-22-012238 to DatChat, Inc. (DATS, DATSW) (CIK 0001648960) (MYSE)
DatChat, Inc. (DATS, DATSW) (CIK 0001648960)
Date: Nov. 9, 2022 · CIK: 0001648960 · Accession: 0000000000-22-012238
AI Filing Summary & Sentiment
File numbers found in text: 333-268058
Letter
United States securities and exchange commission logo November 9, 2022 Darin Myman Chief Executive Officer DatChat, Inc. 204 Nielsen Street New Brunswick, NJ 08901 Re:DatChat, Inc. Registration Statement on Form S-3 Filed October 28, 2022 File No. 333-268058 Dear Darin Myman: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3 filed 10/28/2022 Cover Page 1.It appears that you may be relying on General Instruction I.B.6 of Form S-3 to register this offering. If true, in accordance with Instruction 7 to General Instruction I.B.6, please set forth on the outside front cover of the prospectus the calculation of the aggregate market value of your outstanding voting and non-voting common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus. Incorporation of Documents by Reference, page 29 2.Please revise to incorporate by reference the Form 8-Ks filed on August 26, 2022, October 20, 2022, and October 26, 2022.
FirstName LastNameDarin Myman Comapany NameDatChat, Inc. November 9, 2022 Page 2 FirstName LastName Darin Myman DatChat, Inc. November 9, 2022 Page 2 Recent Developments, page 29 3.We note that on October 14, 2022, your company was notified by Nasdaq that it is not in compliance with the minimum bid price requirements for continued listing on The Nasdaq Capital Market. Please include a recent development section to disclose the Nasdaq notification letter and the impact on your company if you are unable to regain compliance. Exhibits, page II-3 4.We note that you are registering the offer and sale of debt securities. Please file a form of indenture as an exhibit to the registration statement. See Trust Indenture Act Compliance and Disclosure Interpretation 201.02 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Mariam Mansaray, Staff Attorney, at 202-957-9361 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Richard Friedman
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United States securities and exchange commission logo
November 9, 2022
Darin Myman
Chief Executive Officer
DatChat, Inc.
204 Nielsen Street
New Brunswick, NJ 08901
Re:DatChat, Inc.
Registration Statement on Form S-3
Filed October 28, 2022
File No. 333-268058
Dear Darin Myman:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed 10/28/2022
Cover Page
1.It appears that you may be relying on General Instruction I.B.6 of Form S-3 to register this
offering. If true, in accordance with Instruction 7 to General Instruction I.B.6, please set
forth on the outside front cover of the prospectus the calculation of the aggregate market
value of your outstanding voting and non-voting common equity and the amount of all
securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month
period that ends on, and includes, the date of this prospectus.
Incorporation of Documents by Reference, page 29
2.Please revise to incorporate by reference the Form 8-Ks filed on August 26, 2022, October
20, 2022, and October 26, 2022.
FirstName LastNameDarin Myman
Comapany NameDatChat, Inc.
November 9, 2022 Page 2
FirstName LastName
Darin Myman
DatChat, Inc.
November 9, 2022
Page 2
Recent Developments, page 29
3.We note that on October 14, 2022, your company was notified by Nasdaq that it is not in
compliance with the minimum bid price requirements for continued listing on The Nasdaq
Capital Market. Please include a recent development section to disclose the Nasdaq
notification letter and the impact on your company if you are unable to regain compliance.
Exhibits, page II-3
4.We note that you are registering the offer and sale of debt securities. Please file a form of
indenture as an exhibit to the registration statement. See Trust Indenture Act Compliance
and Disclosure Interpretation 201.02
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Mariam Mansaray, Staff Attorney, at 202-957-9361 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Richard Friedman