Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.
R. S. Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| The
| ||||
| The Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
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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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Exhibit 3.1