DatChat Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 27, 2023, DatChat, Inc. (the “Company”), filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to increase the number of authorized common stock from 18,000,000 shares to 180,000,000 shares.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 21, 2023, the Company held its 2023 annual meeting of stockholders, (the “Annual Meeting”). The stockholders considered, voted, and approved three proposals, each of which is described in more detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 9, 2023.
The results detailed below represent the final voting results as certified by the Inspector of Elections:
Proposal 1
The stockholders elected the following directors to hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified based on the following votes:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||
| Darin Myman | 481,815 | 25,002 | 4,465 | 514,892 | ||||
| Wayne Linsley | 464,043 | 42,746 | 4,493 | 514,892 | ||||
| Joseph Nelson | 482,152 | 24,476 | 4,654 | 514,892 | ||||
| Carly Schumer | 482,374 | 24,424 | 4,484 | 514,892 | ||||
| Peter Shelus | 478,188 | 28,537 | 4,557 | 514,892 |
Proposal 2
The stockholders ratified the appointment of Salberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2023 based on the following votes:
| For | Against | Abstentions | ||
| 976,869 | 29,832 | 19,473 |
Proposal 3
The stockholders approved an increase to the number of authorized shares of common stock of the Company from 18,000,000 shares to 180,000,000 shares based on the following votes:
| For | Against | Abstentions | ||
| 17,104,550 | 3,556,208 | 365,416 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Change dated December 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 28, 2023 | DATCHAT, INC. |
| /s/ Darin Myman | |
| Darin Myman | |
| Chief Executive Officer | |
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