SEC Comment Letter 0000000000-23-004524 to DatChat, Inc. (DATS, DATSW) (CIK 0001648960) (MYSE)
DatChat, Inc. (DATS, DATSW) (CIK 0001648960)
Date: May 2, 2023 · CIK: 0001648960 · Accession: 0000000000-23-004524
AI Filing Summary & Sentiment
File numbers found in text: 001-40729
Letter
United States securities and exchange commission logo May 2, 2023 Darin Myman Chief Executive Officer DatChat, Inc. 204 Nielson Street New Brunswick, NJ 08901 Re:DatChat, Inc. Form 10-K for the Fiscal Year ended December 31, 2022 Filed March 31, 2023 File No. 001-40729 Dear Darin Myman: We have limited our review of your filing to the financial statements and related disclosures and have the following 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year ended December 31, 2022 Item 9A. Controls and Procedures Evaluation of Disclosure Controls , page 35 1.We note that you have concluded as of December 31, 2022, that your disclosure controls and procedures were effective. However, we note that in each of your three 10-Q's filed in 2022, you concluded that your disclosure controls and procedures were not effective because of a material weakness in your internal controls over financial reporting. Further, we note your disclosure under Management's Report on Internal Control Over Financial Reporting, "that as of December 31, 2022, [y]our disclosure controls and procedures were not effective because of a material weakness in [y]our internal controls over financial reporting". Please advise or revise accordingly. Refer to Item 307 of Regulation S-K. Management's Report on Internal Control Over Financial Reporting, page 36 2.Revise your report to comply with the requirements of Item 308 of Regulation S-K. For
FirstName LastNameDarin Myman Comapany NameDatChat, Inc. May 2, 2023 Page 2 FirstName LastName Darin Myman DatChat, Inc. May 2, 2023 Page 2 example, provide a statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting. Also provide a statement identifying the framework used by management to evaluate the effectiveness of the registrant's internal control over financial reporting. We further note your report on Internal Control Over Financial Reporting references disclosure controls and procedures in multiple instances rather than internal control over financial reporting. In closing, 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. You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Richard Friedman
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United States securities and exchange commission logo
May 2, 2023
Darin Myman
Chief Executive Officer
DatChat, Inc.
204 Nielson Street
New Brunswick, NJ 08901
Re:DatChat, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-40729
Dear Darin Myman:
We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls , page 35
1.We note that you have concluded as of December 31, 2022, that your disclosure controls
and procedures were effective. However, we note that in each of your three 10-Q's filed in
2022, you concluded that your disclosure controls and procedures were not effective
because of a material weakness in your internal controls over financial reporting. Further,
we note your disclosure under Management's Report on Internal Control Over Financial
Reporting, "that as of December 31, 2022, [y]our disclosure controls and procedures were
not effective because of a material weakness in [y]our internal controls over financial
reporting". Please advise or revise accordingly. Refer to Item 307 of Regulation S-K.
Management's Report on Internal Control Over Financial Reporting, page 36
2.Revise your report to comply with the requirements of Item 308 of Regulation S-K. For
FirstName LastNameDarin Myman
Comapany NameDatChat, Inc.
May 2, 2023 Page 2
FirstName LastName
Darin Myman
DatChat, Inc.
May 2, 2023
Page 2
example, provide a statement of management's responsibility for establishing and
maintaining adequate internal control over financial reporting. Also provide a statement
identifying the framework used by management to evaluate the effectiveness of the
registrant's internal control over financial reporting. We further note your report on
Internal Control Over Financial Reporting references disclosure controls and procedures
in multiple instances rather than internal control over financial reporting.
In closing, 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.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Richard Friedman