MYSE 10-K & 10-Q changes, risk factors and insider trading
Myseum.AI, Inc. · Nasdaq · Telegraph & Other Message Communications · CIK 1648960 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “We may not be successful in our metaverse strategy and investments, which could adversely affect our business, reputation, or financial results.”
Removed heading “There are risks associated with the completion of the proposed spin-off of our Habytat platform business.”
Largest changes
“We may not be successful in our metaverse strategy and investments, which could adversely affect our business, reputation, or financial results.”see in full comparison
“There are risks associated with the completion of the proposed spin-off of our Habytat platform business.”see in full comparison
“In addition, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, competition, content regulation, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business. …”see in full comparison
“We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. In 2023, we launched Habytat, a mobile based social metaverse. Our development of Habytat involved the development of new and emerging technologies and collaboration with other companies, developers, partners, and other participants. However, the metaverse may not develop in accordance with our expectations, and market acceptance of features, products, or services we built for Habytat is uncertain. …”see in full comparison
“As previously announced, we plan to spin-off the Habytat platform business, which will operate independently as a publicly listed company. There is no assurance we will be able to successfully complete the proposed spin-off. In the event the Company does not complete the spin-off, it could incur write-offs related to the legal, tax and regulatory costs of the proposed transaction.”see in full comparison
We are focused on the mobile applicationsee in full comparisonindustry,and socialspecificallysharingtheplatformmobile messaging market,industries, which is already saturated with established companies. Many of these companies, including Apple Inc., Alphabet Inc., Facebook, Inc.,andSnap Inc., TikTok, iCloud Shared Photo, Pinterest, Google Photos, Amazon Drive, Photobucket and Shutterfly, already have an established market in our industry. Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours.
Full comparison: every changed paragraph (6)
We are focused on the mobile application industry,and social
specificallysharing theplatform mobile messaging market,industries, which is already saturated with established companies. Many of these companies, including Apple
Inc., Alphabet
Inc., Facebook, Inc., and Snap Inc., TikTok, iCloud Shared Photo, Pinterest, Google Photos, Amazon Drive, Photobucket and Shutterfly, already
have an established market in our industry. Most of these companies have
significantly greater financial and other resources than us and
have been developing their products and services longer than we have
been developing ours.
We may not be successful in our metaverse
strategy and investments, which could adversely affect our business, reputation, or financial results.
We believe the metaverse, an embodied internet
where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. In 2023, we launched
Habytat, a mobile based social metaverse. Our development of Habytat involved the development of new and emerging technologies and collaboration
with other companies, developers, partners, and other participants. However, the metaverse may not develop in accordance with our expectations,
and market acceptance of features, products, or services we built for Habytat is uncertain. In addition, we have limited experience with
virtual and augmented reality technology, which may enable other companies to compete more effectively than us. We may be unsuccessful
in our research and product development efforts, including if we are unable to develop relationships with key participants in the metaverse
or develop products that operate effectively with metaverse technologies, products, systems, networks, or standards. Our metaverse efforts
divertrf resources and management attention from other areas of our business. We ceased our development of the Habytat platform and are
evaluating ways to utilize the technology developed.
In addition, we may be subject to a variety of
existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety,
competition, content regulation, consumer protection, and e-commerce, which may delay or impede the development of our products and services,
increase our operating costs, require significant management time and attention, or otherwise harm our business. As a result of these
or other factors, our metaverse strategy and investments may not be successful in the foreseeable future, or at all, which could adversely
affect our business, reputation, or financial results.
There are risks associated with the completion
of the proposed spin-off of our Habytat platform business.
As previously announced, we plan to spin-off
the Habytat platform business, which will operate independently as a publicly listed company. There is no assurance we will be able to
successfully complete the proposed spin-off. In the event the Company does not complete the spin-off, it could incur write-offs related
to the legal, tax and regulatory costs of the proposed transaction.
Management's Discussion & Analysis (MD&A)
New heading “DatChat Messenger & Private Social Network”
New heading “Picture Party Platform”
New heading “Name and Symbol Changes”
New heading “Loss from Continuing Operations”
New heading “Gain (Loss) from Discontinued Operations”
Removed heading “Return of Subsidiary Shares”
Removed heading “January 2025 Offering”
Removed heading “Impairment loss on property and equipment and intangible assets”
Removed heading “Impairment loss on digital currencies and other digital assets”
Largest changes
“The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its research and development (“R&D”) activities and meet its obligations on a timely basis. …”see in full comparison
“Impairment loss on property and equipment and intangible assets”see in full comparison
“Impairment loss on digital currencies and other digital assets”see in full comparison
“On January 8, 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold 1,200,000 shares of our common stock at a purchase price of $4.25 per share of Common Stock. Proceeds from the offering were approximately $5.1 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. …”see in full comparison
Full comparison: every changed paragraph (68)
We are a privacy and social media technology company focused on innovative and creative user platforms. Our flagship platform is “Picture Party by Myseum”, a next-generation social sharing platform that makes it easier to share your photos and videos both today, and for generations to come. Our innovative social media platform brings a fresh and needed approach to digital media and content management, allowing users to create a digital legacy that makes it easier to share both today, and with future generations. The platform is backed by both patented technology and proprietary software.
We also operate the DatChat Messenger & Private Social Network, which presents technology that allows users to change how long their messages can be viewed before or after users send them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls. The patented technology offers users a traditional texting experience while providing control and security for their messages. With the DatChat Messenger, a user can decide how long their messages last on a recipient’s device while feeling secure that at any time, and delete individual messages or entire message threads, making it like the conversation never happened.
DatChat Messenger & Private Social Network
We are a private messaging, cybersecurity, and
social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared
with others. We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve
the same right to privacy online that we enjoy in our own living rooms. Our flagship product, DatChat Messenger & Private Social Network,
is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve.
Recently, we have expanded our business and product offerings to include the development of our Myseum platform, a secure digital content
management and storage solution for families, groups and individuals. In addition, as a result of our acquisition of RPM Interactive,
Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc. (recently renamed RPM Interactive, Inc.)
away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and
vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming
platforms. See “Business – RPM Interactive, Inc.” and “Business – The Habytat.”
The application also enables users to hide secret
and encrypted messages behind a cover, which messages can only be unlocked by the recipient and which are automatically destroyed after
a fixed number of views or fixed amount of time. Users can decide how long their messages last on the recipient’s device. The application
also includes a screen shotscreenshot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture
before it gets destroyed. In addition, users can delete entire conversations at any time, making it like the conversation never even happened.
WeIn recentlyMarch 2025, we launched our Myseum social media
platform, platform,
an innovative social media platform that brings a fresh approach to digital media and content management,
allowing users
to create a digital legacy that can be easily shared today and with future generations. Backed by AIProprietary technology and proprietary
software,technology, the multi-tiered
social media ecosystem enables individuals, families, and other groups to store and share digital content such
as messages, photos, videos,
and documents within a highly secure and private family library. Myseum allows users to create amazing
albums and galleries for everyone
to see, create special private and secure galleries with limited access, personalize a user’s
newsfeed with updates from other Myseums
and leave time released video messages for both now and future generations.
Picture Party Platform
In December 2025, we launched Picture Party by Myseum, a new instant social networking and social sharing platform designed to address growing concerns around content control, security, and intentional digital connection. The platform was developed to capitalize on the widespread need for a more controlled and purposeful way to share photos and videos-one that solves persistent privacy and ownership challenges not adequately addressed by existing social media offerings. Picture Party by Myseum introduces a new way to make sharing photos and videos easier, a lot more fun and private. Picture party is much more than a shared album; it’s a complete personal and private social network with a live feed that updates instantly as all guests’ posts. A user can share a post with dozens of pictures, comment and react. It even organizes the photos in an album, or the user can relive the Picture Party with all the comments and posts as they happened. Unlike group chats that are unorganized, no matter when a user joins the Picture Party, they can see everything from the beginning. Picture Party by Myseum makes it easier and more fun to share with the people right next to the user, or anywhere in the world.
Picture Party by Myseum solves everyday sharing frustrations by eliminating the common headaches of modern photo sharing:
In October 2024, our majority owned subsidiary,
Dragon Interact, Inc. (“Dragon”), entered into a Share Exchange Agreement with RPM Interactive,
Inc., a Florida corporation
(“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all
assets of RPM in consideration
for the issuance of 3,500,000 restricted shares of Dragon’s common stock. RPM’s assets included
an artificial intelligence
(“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications
and certain intellectual
property. As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc. (“RPM
Interactive”) and shifted its focus to developing
AI-driven podcast and gaming technologies.
Following
the acquisition, in January 2025, we
returned 3,500,000 shares of the RPM Interactive common stock held by us to RPMRPM, Interactive,
which shares were cancelled and are no longer outstanding on RPM Interactive’s RPM’s
stock ledger. Following these transactions, we hold
9,000,000held 12,500,000 shares of the RPM Interactive’sRPM’s common stock, or approximately 34% of its outstanding
shares.
On December 12, 2025, RPM entered into an Agreement and Plan of Merger with Avalon GloboCare Corp., a Delaware corporation (“Avalon”), and certain other parties, pursuant to which the Company sold its minority interest in RPM to Avalon. Upon the closing of the transaction, the Company received 6,561.71 shares of Series E Preferred Stock of Avalon as consideration. As a result of the closing, the Company is no longer a primary beneficiary of RPM and as of December 12, 2025, has deconsolidated RPM. In accordance with ASC 205-20, the results of operations and the assets and liabilities of RPM have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.
Prior otto the acquisition of RPM, we had developed
and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using
emerging technology like virtual and augmented reality, to create a highly immersive 3D environment. We had further contemplated spinning-off
our Habytat platform business into a new standalone public company pursuant to a distribution of the shares of the our shareholders.shares. As
discussed above, following
our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating
ways to utilize the technology
that had been developed by our subsidiary.
Name and Symbol Changes
On August 7, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company to “Myseum, Inc.” In connection with the name change, the trading symbols for our common stock and Series A warrants began trading on the Nasdaq Capital Market on August 11, 2025 as “MYSE” and “MYSEW”, respectively.
Return of Subsidiary Shares
In January 2025, we returned 3,500,000 shares
of the Subsidiary’s. common stock held by us to the Subsidiary, which shares were cancelled and are no longer outstanding on the
Subsidiary’s stock ledger. Following this transaction, we held 12.5 million shares of the Subsidiary’s common stock, or approximately
34% of its outstanding shares.
January 2025 Offering
On January 8, 2025, we entered into a securities purchase agreement
with certain institutional investors, pursuant to which we sold 1,200,000 shares of our common stock at a purchase price of $4.25 per
share of Common Stock. Proceeds from the offering were approximately $5.1 million, prior to deducting placement agent’s fees and
other offering expenses payable by the Company. The shares of Common Stock were offered by the Company pursuant to its shelf registration
statement on Form S-3 (File No. 333-268058), which was declared effective by the Securities and Exchange Commission on December 6, 2022,
a base prospectus dated December 6, 2022, and a prospectus supplement dated January 8, 2025. The closing of the offering took place on
January 9, 2025. In addition, pursuant to the terms of the offering, the Company issued to The Benchmark Company, LLC, the exclusive placement
agent for the offering, warrants to purchase up to 60,000 shares of the Company’s common stock, at an exercise price equal
to 100.0% of the offering price per share of Common Stock, or $4.25 per share. The Placement Agent Warrant is exercisable during the four-and-a-half
year period commencing six months after the date of the closing of this Offering.
WeThe capitalizeCompany capitalizes costs to develop or purchase
internal-use software in
accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use
Software. Software.
Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage. Internal-use
software development
costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary
project stage is
completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed
and used
to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and
ready for
its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable
that those
expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected
useful life
of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced
with new software,
the unamortized costs of the old software are expensed when the new software is ready for its intended use. Software development costs
incurred during the year ended December 31, 2024 and 2023 were expensed since the Metaverse software development project is in the preliminary
project stage. Such costs are included in research and development costs on the accompanying consolidated statement of operations.
The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. In accordance with ASC Topic 810-10-45, the Company presented noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets. Certain provisions of this standard indicate, among other things, that that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. For the years ended December 31, 2025 and 2024, the net loss attributed to NCI was included in the accompanying consolidated statements of operations and comprehensive loss as part of discontinued operations. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.
The Company allocated certain corporate common expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses. Management believes that this allocation method is reasonable.
Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM from Metabizz LLC, any noncontrolling interest was eliminated in consolidation. Subsequent to January 10, 2024, the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity. Due to the issuance of common shares by RPM, during the year ended December 31, 2024, the Company recorded aggregate initial negative noncontrolling interest of $1,351,942 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity. During the year ended December 31, 2024, the Company also allocated $785,847 of the net loss of the subsidiary to noncontrolling interest resulting in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024. Due to the cancellation of common shares by RPM, during the year ended December 31, 2025, the Company recorded aggregate initial negative noncontrolling interest of $188,810 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM’s equity. The Company also allocated $432,847 of the net loss of the subsidiary to noncontrolling interest during the year ended December 31, 2025. Immediately prior to the sale and deconsolidation of RPM on December 12, 2025, aggregate accumulated noncontrolling interest deficit amounted to $2,759,446. Upon deconsolidation, this balance was eliminated and included in the calculation of the gain on deconsolidation (see Note 3). As of December 31, 2025, there is no noncontrolling interest balance remaining on the consolidated balance sheet.
Based on the Company’s analysis, on February
14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”),
were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not
have the
characteristics of a controlling financial interest and the initial equity investments in these entities may be or wereare insufficient
to meet or sustain its operations without additional subordinated financial support from DatChat.Myseum. The equity owners of Metabizz had only
a nominal equity investment at risk, and the Company absorbed or received a majority of the entity’s expected losses or benefits.
The Company participated significantly in the design of Metabizz. The Company previously provided working capital advances to Metabizz
to allow
Metabizz to fund its day-to-day obligations. Substantially all of the activities of Metabizz were conducted for the Company’s
benefit, benefit,
as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by
RPM Interactive
and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services
on behalf of the Company. Repayment of the working capital advances is not guaranteed by the equity owner of Metabizz and creditors of
Metabizz do not have recourse against the Company. Accordingly, the Company was required to consolidate the assets, liabilities, revenues
and expenses of Metabizz using the fair value method. Additionally, the managing partner of Metabizz was also the Chief Innovation Officer
of RPM Interactive.RPM. Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation. On
March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months
ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and began paying technology professionals
directly. In connection with the initial consolidationdeconsolidation of Metabizz, onLLC Februaryand 14,Metabizz 2023SAS, (during the initialyear consolidationended date),December 31, 2024, the Company
recorded recorded
a gain on initial consolidationdeconsolidation of variable interest entities of $42,737.$107.
On March 31, 2024, based on the Company’s
analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased
doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly. In connection with the deconsolidation
of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the Company recorded a gain on deconsolidation of
$107.
OnImmediately following the August 27, 2024, the Company entered into
an2024 Asset
Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the
transfer by, the Company ofowned 8,000,000 restricted shares46.7% of commonRPM. stock of RPM Interactive. Accordingly, as of September 30, 2024, the
Company owned 45.5% of RPM Interactive. On August 27, 2024, basedBased on the Company’s analysis, on August 27,
2024, the Company determined that RPM Interactive
met the definition of a VIE under the VIE model, which provides for situations in which control
may be demonstrated other than by the
possession of voting rights in RPMRPM. Interactive.Until Basedthe date of sale on Company’sDecember analysis,12, 2025, the Company continues continued
to have the power to direct
the activities of RPM Interactive that most significantly impact RPM Interactive’sRPM’s economic performance and the obligation to
absorb absorb
losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive
that could potentially be
significant to RPM. Immediately prior to the sale and deconsolidation, the Company retained approximately 33.7% ownership of RPM. As of
December 31, 2024, the Company retained approximately 39.7%. As a result of the sale and deconsolidation on December 12, 2025, the Company
no longer consolidates RPM Interactive.and does not hold a variable interest in any entity.
Stock-based compensation is accounted for based
on the requirements of the Share-Based Payment Topic of ASC 718,718 – “Compensation — –Stock Compensation”, (“ASC 718”),
which requires recognition in the
consolidated financial statements of the cost of employee, non-employee and director services received in exchange
for an award of equity
instruments over the period the employee, non-employeeemployee or director is required to perform the services in exchange
for the award (presumptively, the
vesting period). The ASC 718 also requires measurement of the cost of employee, non-employee,employee and director
services received in exchange for an award based
on the grant-date fair value of the award. The fairCompany valuehas ofelected eachto optionaccount grantedfor is
estimatedforfeitures as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures. The fair value is amortized
as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.
The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of our common stock, the
expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others. These assumptions reflect
our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control. As a result,
if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could
have been materially impacted. Furthermore, if we use different assumptions on future grants, stock-based compensation expense could
be materially affected in future periods.occur.
The Company follows ASC Topic 810, “Consolidation,”
governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries
and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate
component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact
be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated
subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed
to NCI was separately designated in the accompanying consolidated statements of operations and comprehensive loss. Losses attributable
to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed
to those interests. NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.
The Company allocates certain corporate common
expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses. Management believes that
this allocation method is reasonable.
The Company accounts for it noncontrolling interest in RPM Interactive
in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total
shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest
be clearly identified and presented on the face of the consolidated statements of operations. Through January 10, 2024, the date that
VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation.
Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent
to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling
interest of $442,361 in total equity for the portion of equity ownership not attributable to DatChat based on the minority interest holders’
ownership interest in the carrying value of RPM Interactive’s equity. Additionally, during the year ended December 31, 2024, the
Company recorded additional initial negative noncontrolling interest of $909,581 in total equity for the portion of additional equity
ownership not attributable to the Company based on this minority interest holders’ ownership interest in the carrying value of RPM
Interactive’s equity. The Company also allocated $785,847 of the net loss of the subsidiary to noncontrolling interest resulting
in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024.
For the year ended December 31, 2024,2025, operating
expenses amounted to
$5,281,339 $5,490,608 as compared to $8,784,703$3,217,603 for the year ended December 31 2023,2024, aan decreaseincrease of $3,503,364,$2,273,005, or 39.9%.70.6%. For
the years ended December
31 20242025 and 2023,2024, operating expenses consisted of the following:
During the year ended December 31, 20242025 and 2023,2024,
compensation and related expenses amounted to $2,320,127$3,108,633 and $4,760,180,$1,794,611, respectively, aan decreaseincrease of $2,440,053,$1,314,022, or 51.3%.73.2%. The decreaseincrease
was attributable to aan decreaseincrease in stock-based compensation of $1,985,961$723,890 due to the issuance of new stock options in 2025, an increase
in bonus of $50,000, and aan decreaseoverall increase in other compensation and other related expenses
of $454,092$540,132 as a result of a decrease in the
allocation of compensation and related expenses to aRPM, reductionwhich is included in staff.loss from discontinued operations.
During the years ended December 31, 20242025 and 2023, 2024,
marketing and advertising
expenses amounted to $128,656$238,992 and $388,444,$84,163, respectively, aan decreaseincrease of $259,788,$154,829, or 67.0%,184.0%, primarily due to
an overall decreaseincrease in promotions,
branding and digital marketing strategies and social media ads.advertisements.
During the years ended December 31, 20242025 and 2023, 2024,
we reported professional
and consulting expenses of $1,031,898$1,412,792 and $1,324,640,$582,267, respectively, aan decreaseincrease of $292,742,$830,525, or 22.1%.142.6%. The decrease isincrease
was attributable to
a decreasean increase in consultinglegal fees of $96,202,$400,931, whichan includesincrease ain decreaseinvestor relations fees of $217,850, an increase in accounting
fees of $24,776, an increase in stock-based consulting fees of $144,818, offset by$19,135, an increase
in other consulting fees of $48,616, a decrease in investor relations fees of $224,026, a decrease in legal fees of $27,195,$9,908, and aan decreaseincrease
in other professional fees of $43,970,$157,925, offsetprimarily bydue anto increasea decrease in accountingthe feesallocation of $98,651.professional and consulting expenses to RPM,
which is included in loss from discontinued operations.
Research and development costsexpenses
During the years ended December 31, 20242025 and
2023,2024, we incurred $857,668$0 and $1,351,415$166,667 in research and development costs,expenses, a decrease of $493,747,$166,667, or 36.5%.100.0%. Research and development
costsexpenses in 2024 were incurred in connection with ouran MetaverseAsset Purchase Agreement dated August 27, 2024 pursuant to which we acquired certain software developmentand project,recorded includingresearch theand development of Habytat which is in the
preliminary stage. During the year ended December 31, 2024, we ceased development of our Metaverse software.expense.
During the years ended December 31, 20242025 and 2023, 2024,
general and administrative
expenses amounted to $942,990$730,191 and $892,972,$589,895, respectively, an increase of $50,018,$140,296, or 5.6%.23.8%. The increasesincrease are was
primarily attributable to an increase in
computer and internettravel expenses of approximately$57,566, $54,000.an increase in internet and computer expenses of $52,892, and an
increase in other general and administrative expenses of $96,449. These increases were offset by a decrease in settlement expense of $66,611
recorded in connection with the Ambassador Settlement discussed elsewhere.
Impairment loss on property and equipment
and intangible assets
During the year ended December 31, 2023, we wrote
off the balance of property and equipment held by MetaBizz since the property and equipment was abandoned and no longer being used by
the Company as of December 31, 2023. Accordingly, we recognized an impairment loss on property and equipment of $43,671. We did not recognize
any impairment loss on property and equipment during the year ended December 31, 2024.
Impairment loss on digital currencies and
other digital assets
During the year ended December 31, 2024 and 2023,
operating expenses included an impairment charge related to the write down of digital assets of $0 and $23,381, respectively.
During the year ended December 31, 2025, loss from operations amounted to $5,490,058 as compared to $3,217,167 during the year ended December 31, 2024, an increase of $2,272,891, or 70.6%.
During the year ended December 31, 2024, loss from operation amounted
to $5,280,903 as compared to $8,784,031 during the year ended December 31, 2023, a decrease of $3,503,128, or 39.9%.
Other income (expenses) primarily consisted of
interest income, gain
on initial consolidationextinguishment of variable interest entities, a forerign curreny exchange loss, a gain on deconsolidation of variable interest
entities, and realized gains on short-term investments.liabilities. During the years ended December 31, 20242025 and 2023,2024, we reported other income, net
of $255,896$235,412 and $379,061,$268,752, respectively.respectively, a decrease of $33,340, or 12.4%.
During the year ended December 31, 2025, other income, net primarily consisted of interest income, net of $172,754 and gain on extinguishment of liabilities of $62,658.
During the year ended December 31, 2024, other income, net solely consisted of interest income of $268,752.
Loss from Continuing Operations
During the year ended December 31, 2025, loss from continuing operations amounted to $5,254,646 as compared to $2,948,415 during the year ended December 31, 2024, an increase of $2,306,231, or 78.2%.
Gain (Loss) from Discontinued Operations
For the year ended December 31, 2025, gain from discontinued operations amounted to $2,214,527 as compared to a loss from discontinued operations of $2,076,592 for the year ended December 31 2024, a positive increase of $4,291,119, or 206.6%. The following table summarizes the results of the discontinued operations for the years ended December 31, 2025 and 2024:
During the year ended December 31, 2024, other
income, net primarily consisted of interest income of $268,754, a gain on deconsolidation of variable interest entities of $107, and
a foreign currency exchange loss of $12,965. During the year ended December 31, 2023, other income, net primarily consisted of interest
income of $384,098, a gain on initial consolidation of variable interest entities of $42,737, a foreign currency exchange loss of $102,
and a realized loss on short-term investments of $47,672.
Due to the foregoing reasons, during the years
ended December 31, 2024
2025 and 2023,2024, our net loss was $5,025,007$3,040,119 and $8,404,970,$5,025,007, respectively, a decrease of $3,379,963,$1,984,888, or 40.2%.39.5%. During the year ended December
31, 2024 and 2023, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $785,847 and $0, respectively
Accordingly, during the years ended December 31, 20242025 and 2023,2024, our net loss attributable to commonMyseum, Inc. shareholders was $4,239,160, or $(1.43)
per common share (basic$2,607,272 and diluted) and $8,404,970, or $(4.14) per common share (basic and diluted),$4,239,160, respectively,
a decrease of $4,165,810,
$1,631,888, or 49.6%.38.5%.
During the year ended December 31, 2025, our total basic and diluted net loss per common share attributable to Myseum, Inc. shareholders was $(0.62). During the year ended December 31, 2024, our total basic and diluted net loss per common share attributable to Myseum, Inc. shareholders was $(1.43).
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2025, we had a cash balance of $749,030, short-term investments of $2,981,909, and working capital of $3,045,399. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities between one and five months. During the year ended December 31, 2025, we incurred a net loss of $3,040,119 and used net cash in operations of $4,267,074. Additionally, the Company had nominal revenues in 2025.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its research and development (“R&D”) activities and meet its obligations on a timely basis. There can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities and meet its obligations. If the Company is unable to obtain the necessary funds, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on the Company’s business, results of operations, and prospects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these consolidated financial statements are issued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. As of December 31, 2025, Our primary uses of cash has been for research and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses, and general and administrative expenses. All funds received have been expended in the furtherance of growing the business. We received funds from the sale of our common stock, sale of common stock of RPM, and the exercise of warrants. The following trends are reasonably likely to result in changes in our liquidity over the near to long term:
As of December 31, 2024, we had cash and cash
equivalents of $1,196,699 and short-term investments of $2,952,512. Short-term investments include U.S. Treasury bills that are all highly
rated and have initial maturities between four and twelve months.
The accompanying consolidated financial statements have been prepared
on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course
of business. As of December 31, 2024, we had cash and cash equivalents of $1,196,699, short-term investments of $2,952,512, and working
capital of $3,657,711. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities
between four and twelve months. Additionally, on January 8, 2025, the Company entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors pursuant to which the Company agreed to sell to such investors 1,200,000 shares
of common stock of the Company at a purchase price of $4.25 per share of Common Stock (the “Offering”). The closing of the
sales of these securities under the Purchase Agreement took place on January 9, 2025 and we received net proceeds of $4,537,000. Net cash
used in operations was $4,388,385 for the year ended December 31, 2024. Until such time that the Company implements its growth strategy,
it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development,
and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable
the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.
Our primary uses of cash have been for research
and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses,
and general and administrative expenses. All funds received have been expended in the furtherance of growing the business. We received
funds from the sale of our common stock, sale of common stock in our subsidiary, RPM Interactive, and the exercise of warrants. The following
trends are reasonably likely to result in changes in our liquidity over the near to long term:
Net cash used in operating activities totaled
$4,388,385$4,267,074 and $6,529,277$4,811,145 for the years ended December 31, 20242025 and 2023,2024, respectively, aan decreaseincrease of $2,140,892.$544,071.
Net cash flow used in operating activities for
the year ended December
31, 20242025 primarily reflected a net loss of $5,025,007,$3,040,119 adjusted for the add-back (reduction) of non-cash items
consisting of depreciation
and amortization of $23,129,$41,430, amortization of right of use assets of $73,977,$33,590, accretion of stock-based stock
option and common stock expense
of $123,300, a non-cash$866,325, gain fromon deconsolidation of variable interest entities of $(1072,875,892), foreignand currencygain exchangeon lossextinguishment
of liabilities of $12,965,
and non-cash research and development expense of $166,667,$(62,658), offset by changes in operating assets and liabilities primarily consisting of a decrease in accounts receivable
of $124, an increase in prepaid expenses of $9,649,$117,519, a decrease in assets of discontinued operations of $446,670, an increase in accounts
payable and accrued expenses of $307,568,$493,667, a decrease in contract liabilities of $29, a decrease in liabilities of discontinued operations
of $26,845, and a decrease in operating
lease liabilities of $83,674.$25,818.
What changed in the latest 10-Q
Risk Factors
Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Removed heading “The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.”
Largest changes
“In the U.S., the regulatory environment is complex and uncertain. Over the past year, states have advanced, and in some cases passed, dozens of laws focusing on AI governance and regulation, including deployment of AI in healthcare settings. …”see in full comparison
“Additionally, government and supranational regulation related to AI is evolving as new laws and regulations are implemented globally and could increase the operational cost of compliance, including through requirements related to transparency, accountability, risk management, human oversight, and data governance. We expect to see increasing regulation related to AI governance, use and ethics, which may also significantly increase the burden and cost of research, development and compliance in this area. …”see in full comparison
“The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our products and services to help ensure that AI is implemented in accordance with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. Our vendors may in turn incorporate AI tools into their offerings, and the providers of these AI tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security. …”see in full comparison
“The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.”see in full comparison
“We use artificial intelligence in our business processes, and this innovation presents risks and challenges that could affect its adoption, and therefore our business. The use of AI presents risks and challenges that could adversely affect our business and reputation, including cybersecurity, data privacy, IT, confidentiality, regulatory, legal, operational, competitive, reputational, intellectual property and other risks. …”see in full comparison
Full comparison: every changed paragraph (6)
Risk factors that affect our business and financial
results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31,
2025 as filed with the SEC on March 30, 2026 (“Annual Report”). Except as set forth below, thereThere have been no material changes
in our risk factors from
those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual
Report, which could
materially affect our business, financial condition or future results. The risks described in our Annual Report are
not the only risks
we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also
may materially
adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial
financial condition, and/or results of operations could be negatively affected.
The use of new and evolving technologies,
such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can
impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal
information, and as a result we may be exposed to reputational harm and liability.
We use artificial intelligence in our business
processes, and this innovation presents risks and challenges that could affect its adoption, and therefore our business. The use of AI
presents risks and challenges that could adversely affect our business and reputation, including cybersecurity, data privacy, IT, confidentiality,
regulatory, legal, operational, competitive, reputational, intellectual property and other risks. Specifically, risks related to accuracy,
bias, AI hallucinations, discrimination, harmful content, misinformation, fraud, scams, targeted attacks (including model poisoning or
data poisoning), surveillance, data leakage, bias and inequality, environmental and other harms may flow from our development or use of
AI technologies. For example, use of certain AI tools may increase the risk of unauthorized disclosure of confidential information, compromise
of proprietary intellectual property, or inadvertent inclusion of third-party intellectual property or other protected material, which
could result in disputes or claims of infringement.
Additionally, government and supranational regulation
related to AI is evolving as new laws and regulations are implemented globally and could increase the operational cost of compliance,
including through requirements related to transparency, accountability, risk management, human oversight, and data governance. We expect
to see increasing regulation related to AI governance, use and ethics, which may also significantly increase the burden and cost of research,
development and compliance in this area. For example, the EU’s Artificial Intelligence Act (“AI Act”) - the world’s
first comprehensive AI law -entered into force on August 1, 2024, with most important provisions scheduled to become effective in August
2026. As currently enacted, the AI Act imposes significant obligations on providers and deployers of high-risk AI systems and general
purpose AI models, and encourages providers and deployers of AI systems to account for EU ethical principles when developing and using
AI technology. The scope of requirements depends on legal and risk determinations that rely on novel legal provisions that have not yet
been fully interpreted by courts or regulators, and non-compliance can lead to significant fines.
In the U.S., the regulatory environment is complex
and uncertain. Over the past year, states have advanced, and in some cases passed, dozens of laws focusing on AI governance and regulation,
including deployment of AI in healthcare settings. At the Federal level, the current executive administration has endorsed a federal moratorium
on the enforcement of state AI laws, including through a December 11, 2025, executive order on “Ensuring a National Policy Framework
for Artificial Intelligence.” So far, these efforts have not been successful at curtailing state action on AI regulation, contributing
to a complicated legislative patchwork, which may be litigated in state and federal courts. In addition, there is continued uncertainty
regarding the application of existing federal and state legal frameworks to uses and development of AI, and legal norms and market standards
regarding AI continue to evolve. For example, various federal and state regulators have issued guidance and focused enforcement efforts
on the use of AI in regulated sectors. If we develop or use AI systems that are governed by these laws or regulations, including as informed
by regulatory guidance, we will need to meet higher standards of data quality, transparency, and human oversight, and we would need to
adhere to specific, potentially burdensome and costly ethical, accountability, and administrative requirements. We may also be subject
to significant enforcement or litigation in the event of any perceived non-compliance.
The rapid evolution of AI will require the application
of significant resources to design, develop, test and maintain our products and services to help ensure that AI is implemented in accordance
with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.
Our vendors may in turn incorporate AI tools into their offerings, and the providers of these AI tools may not meet existing or rapidly
evolving regulatory or industry standards, including with respect to privacy and data security. Further, bad actors around the world use
increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving theft and misuse of personal information,
confidential information and intellectual property. In addition, the use of generative AI models in our internal or third-party systems
may create new attack surfaces or methods for adversaries, which could impact us and our vendors. Any of these effects could damage our
reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely
impact our business, financial condition and results of operation.
Management's Discussion & Analysis (MD&A)
Largest changes
“During the six months ended June 30, 2026 and 2025, we reported professional and consulting expenses of $1,188,902 and $604,823, respectively, an increase of $584,079, or 96.6%. …”see in full comparison
“During the six months ended June 30, 2026 and 2025, general and administrative expenses amounted to $301,584 and $353,806, respectively, a decrease of $52,222, or 14.8%. The decrease was primarily attributable to a decrease in computer and internet expenses of $29,446, a decrease in travel expenses of $24,585, and a decrease in proxy meeting expenses of $20,749, offset by an increase in other general and administrative expenses of $22,558 primarily due to a decrease in the allocation of general and administrative expenses to RPM, which is included in loss from discontinued operations.”see in full comparison
During the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, general and administrative expenses amounted to$140,081$161,503 and$153,447,$200,359, respectively, a decrease of$13,366,$38,856, or8.7%.19.4%. The decrease was primarily attributable to a decrease insettlementcomputerexpenseand internet expenses of$9,719$28,463,recordeda decrease inconnectiontravelwithexpenses of $16,050, and a decrease in proxy meeting expenses of $10,000, offset by an increase in other general and administrative expenses of $15,657 primarily due to a decrease in theAmbassadorallocationSettlementofdiscussed elsewhere.general and administrative expenses to RPM, which is included in loss from discontinued operations.
“During the six months ended June 30, 2026 and 2025, we reported other (expenses) income, net of $(2,074,193) and $90,975, respectively, a negative change of $2,165,168, or 2,380.0%. The negative change was primarily due to an increase in unrealized loss on equity securities of $2,104,000 that are primarily related to the decrease in the valuation of the fair value of the Avalon Series E Preferred Stock caused by the decrease in Avalon’s quoted common share price, and a decrease in interest income, net of $61,168.”see in full comparison
“During the three months ended June 30, 2026, loss from continuing operations amounted to $3,050,364 as compared to $1,144,522 during the three months ended June 30, 2025, an increase of $1,905,842, or 166.5%. During the six months ended June 30, 2026, loss from continuing operations amounted to $5,911,974 as compared to $2,537,147 during the six months ended June 30, 2025, an increase of $3,374,827, or 133.0%. The increase was primarily a result of the changes in operating expenses discussed above.”see in full comparison
“During the six months ended June 30, 2026 and 2025, compensation and related expenses amounted to $1,984,215 and $1,576,696, respectively, an increase of $407,519, or 25.8%. The increase was attributable to an increase in stock-based compensation of $142,056, and an overall increase in compensation and other related expenses of $265,463 partially as a result of a decrease in the allocation of compensation and related expenses to RPM, which is included in loss from discontinued operations.”see in full comparison
Full comparison: every changed paragraph (37)
You should read the following discussion and
analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the related
notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the year ended
December 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC. In addition to
historical historical
information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Our actual
results may differ materially from those discussed below. Factors that could cause or contribute to such differences include,
but are
not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere
in this
Quarterly Report on Form 10-Q. All amounts in this report are in U.S. dollars, unless otherwise noted.
-2323--
-2424--
During the three months ended MarchJune 31,30, 2026 and
2025, we generated revenues of $73$37 and $83,$78, respectively,respectively. whichDuring the six months ended June 30, 2026 and 2025, we generated revenues of
$110 and $161, respectively. Revenue consisted of subscription revenues.
For the three months ended MarchJune 31,30, 2026, operating
expenses amounted to $1,685,543$2,152,348 as compared to $1,434,044$1,194,239 for the three months ended MarchJune 3130, 2025, an increase of $251,499,$958,109, or 17.5%.80.2%.
For the six months ended June 30, 2026, operating expenses amounted to $3,837,891 as compared to $2,628,283 for the six months ended
June 30, 2025, an increase of $1,209,659, or 46.0%. For the three and six months ended MarchJune 3130, 2026 and 2025, operating expenses consisted
of the following:
During the three months ended MarchJune 31,30, 2026 and
2025, compensation and related expenses amounted to $796,541$1,187,674 and $916,162,$660,534, respectively, aan decreaseincrease of $119,621,$527,140, or 13.1%.79.8%. The decreaseincrease
was attributable to aan decreaseincrease in bonus of $350,000, offset by an increase in stock-based compensation of $70,806 due to the accretion
of stock-based option expense issuance for new stock options issued in 2025,$71,250, and an overall increase in
compensation and other related
expenses of $159,573$105,890 partially as a result of a decrease in the allocation of compensation and related
expenses to RPM, which is included
in loss from discontinued operations.
During the six months ended June 30, 2026 and 2025, compensation and related expenses amounted to $1,984,215 and $1,576,696, respectively, an increase of $407,519, or 25.8%. The increase was attributable to an increase in stock-based compensation of $142,056, and an overall increase in compensation and other related expenses of $265,463 partially as a result of a decrease in the allocation of compensation and related expenses to RPM, which is included in loss from discontinued operations.
-2525--
During the three months ended MarchJune 31,30, 2026 and
2025, marketing and advertising expenses amounted to $231,739$131,451 and $33,837,$59,121, respectively, an increase of $197,902,$72,330, or 584.9%,122.3%. During the
six months ended June 30, 2026 and 2025, marketing and advertising expenses amounted to $363,190 and $92,958, respectively, an increase
of $270,232, or 290.7%. The increases were primarily
due to an overall increase in promotions, branding and digital marketing strategies
and social media advertisements.
During the three months ended MarchJune 31,30, 2026 and
2025, we reported professional and consulting expenses of $517,182$671,720 and $330,598,$274,225, respectively, an increase of $186,584,$397,495, or 56.4%.145.0%. The
increase was attributable to an increase in investor relations fees of $33,028, an increase in stock-based consulting fees of $163,766,
$367,258, an increase in other consulting fees of $34,500,$118,100, and
an increase in other professional fees of $32,142,$29,605, primarily due to a decrease in
the allocation of professional and consulting expenses
to RPM, which is included in loss from discontinued operations, offset by a decrease
in investor relations of $101,472 and a decrease
in legal fees of $76,852.$15,996.
During the six months ended June 30, 2026 and 2025, we reported professional and consulting expenses of $1,188,902 and $604,823, respectively, an increase of $584,079, or 96.6%. The increase was attributable to an increase in stock-based consulting fees of $531,024, an increase in other consulting fees of $152,600, and an increase in other professional fees of $61,477, primarily due to a decrease in the allocation of professional and consulting expenses to RPM, which is included in loss from discontinued operations, offset by a decrease in legal fees of $92,848 and a decrease in investor relations of $68,444.
During the three months ended MarchJune 31,30, 2026 and
2025, general and administrative expenses amounted to $140,081$161,503 and $153,447,$200,359, respectively, a decrease of $13,366,$38,856, or 8.7%.19.4%. The decrease
was primarily attributable to a decrease in settlementcomputer expenseand internet expenses of $9,719$28,463, recordeda decrease in connectiontravel withexpenses of $16,050, and
a decrease in proxy meeting expenses of $10,000, offset by an increase in other general and administrative expenses of $15,657 primarily
due to a decrease in the Ambassadorallocation Settlementof discussed
elsewhere.general and administrative expenses to RPM, which is included in loss from discontinued operations.
During the six months ended June 30, 2026 and 2025, general and administrative expenses amounted to $301,584 and $353,806, respectively, a decrease of $52,222, or 14.8%. The decrease was primarily attributable to a decrease in computer and internet expenses of $29,446, a decrease in travel expenses of $24,585, and a decrease in proxy meeting expenses of $20,749, offset by an increase in other general and administrative expenses of $22,558 primarily due to a decrease in the allocation of general and administrative expenses to RPM, which is included in loss from discontinued operations.
During the three
months ended MarchJune 31,30, 2026,
loss from operations amounted to $1,685,470$2,152,311 as compared to $1,433,961$1,194,161 during the three months ended March 31,June
30, 2025, an increase of $251,509,
$958,150, or 17.5%.80.2%. During the six months ended June 30, 2026, loss from operations amounted to $3,837,781 as
compared to $2,628,122 during the six months ended June 30, 2025, an increase of $1,209,659, or 46.0%. The increase was primarily a result
of the changes in operating expenses discussed above.
Other income (expenses) primarily consisted of
interest income and an unrealized loss on equity securities. During the three months ended March 31, 2026 and 2025, we reported other
(expenses) income, net of $(1,176,140) and $41,336, respectively, a negative change of $1,217,476, or 2,945%.
Other income (expenses) primarily consisted of
interest income and an unrealized loss on equity securities. During the three months ended MarchJune 31,30, 2026,2026 and 2025, we reported other
other(expenses) expense,income, net primarilyof consisted$(898,053) and $49,639, respectively, a negative change of $947,692, or 1,909.2%. The negative change was primarily
due to an increase in unrealized loss on equity securities of $1,194,000$910,000 that are primarily related to the decrease
in the valuation of
the fair value of the Avalon Series E Preferred Stock caused by the decrease in Avalon’s quoted common share
price, offsetand bya decrease
in interest income, net of $17,860.$37,692.
During the six months ended June 30, 2026 and 2025, we reported other (expenses) income, net of $(2,074,193) and $90,975, respectively, a negative change of $2,165,168, or 2,380.0%. The negative change was primarily due to an increase in unrealized loss on equity securities of $2,104,000 that are primarily related to the decrease in the valuation of the fair value of the Avalon Series E Preferred Stock caused by the decrease in Avalon’s quoted common share price, and a decrease in interest income, net of $61,168.
-2626--
During the three months ended March 31, 2025,
other income, net solely consisted of interest income of $41,336.
During the three months ended June 30, 2026, loss from continuing operations amounted to $3,050,364 as compared to $1,144,522 during the three months ended June 30, 2025, an increase of $1,905,842, or 166.5%. During the six months ended June 30, 2026, loss from continuing operations amounted to $5,911,974 as compared to $2,537,147 during the six months ended June 30, 2025, an increase of $3,374,827, or 133.0%. The increase was primarily a result of the changes in operating expenses discussed above.
During the three months ended March 31, 2026,
loss from continuing operations amounted to $2,861,610 as compared to $1,392,625 during the three months ended March 31, 2025, an increase
of $1,468,985, or 105.5%.
For the three and six months ended MarchJune 31,30, 2026,
there were no loss
from discontinued operationsoperations. amountedFor tothe $0three asand comparedsix tomonths aended June 30, 2025, loss from discontinued operations
amounted ofto $226,485$212,667 forand the$439,152, three months ended
March 31 2025, a decrease of $226,485, or 100.0%.respectively. The following table summarizes the results of the discontinued operations for the three
and six months ended MarchJune 31,30, 2026 and 2025:
Due to the foregoing reasons, during the three
months ended MarchJune 31,30, 2026 and 2025, our net loss was $2,861,610$3,050,364 and $1,619,110,$1,357,189, respectively, an increase of $1,242,500,$1,693,175, or 76.7%.124.8%.
During During
the three months ended MarchJune 31,30, 2026 and 2025, our net loss attributable to Myseum.AI, Inc. shareholders was $2,861,610$3,050,364 and $1,473,196,$1,216,872,
respectively, an increase of $1,388,414,$1,833,492, or 94.2%.150.7%.
Due to the foregoing reasons, during the six months ended June 30, 2026 and 2025, our net loss was $5,911,974 and $2,976,299, respectively, an increase of $2,935,675, or 98.6%. During the six months ended June 30, 2026 and 2025, our net loss attributable to Myseum.AI, Inc. shareholders was $5,911,974 and $2,690,068, respectively, an increase of $3,211,906, or 119.8%.
During the three and six months ended MarchJune 31, 30,
2026,
our total basic and diluted net loss per common share attributable to Myseum.AI, Inc. shareholders was $(0.67). During the three months
ended March 31, 2025, our total basic and diluted net loss per common share attributable to Myseum.AI, Inc. shareholders was $(0.36).$0.61 and $1.28, respectively.
During the three and six months ended June 30, 2025, our total basic and diluted net loss per common share attributable to Myseum.AI,
Inc. shareholders was $0.29 and $0.65, respectively.
Liquidity is the ability of a company to generate
funds to support
its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On MarchJune 31,30, 2026,
we had a cash
balance of $777,159,$1,874,149, short-term investments of $1,591,377,$2,056,196, and working capital of $1,935,521.$3,373,096. Short-term investments include
U.S. Treasury zero coupon
bills that are all highly rated and have initial maturities between one and fivefour months. During the threesix months
ended MarchJune 31,30, 2026, we
incurred a net loss of $2,861,610$5,911,974 and used net cash in operations of $1,251,131.$2,762,657. Additionally, the Companywe had
nominal revenues in 2026.
-2727-- Our primary uses of cash hashave been for research
and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses,
and general and administrative expenses. All funds received have been expended in the furtherance of growing the business. We received
funds from the sale of our common stock, sale of common stock of RPM, and the exercise of warrants. The following trends are reasonably
likely to result in changes in our liquidity over the near to long term:
Net cash used in operating activities totaled
$1,251,131$2,762,657 and $1,190,485$2,482,210 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $60,646.$280,447.
Net cash flow used in operating activities for
the threesix months ended
June March 31,30, 2026 primarily reflected a net loss of $2,861,610$5,911,974 adjusted for the add-back of non-cash items consisting
of depreciation and
amortization of $4,264,$8,528, amortization of right of use assets of $12,231,$24,879, accretion of stock-based stock option, compensatory warrants,
warrants, and common stock expense of $389,627,$986,747, reversalchanges ofin short-term investmentaccrued interest income discount of $43,692,$52,043, and an unrealized
loss on equity securities of $1,194,000, $2,104,000,
offset by changes in operating assets and liabilities primarily consisting of ana increasedecrease in accounts receivable of $31, a decrease in
prepaid expenses of $19,608,$149,158, a decrease in accounts payable and accrued expenses of $2,000,$151,813, a decrease in contract liabilities of $4,$10,
and a decrease in operating lease liabilities of $11,723.$24,246.
Net cash flow used in operating activities for
the threesix months ended MarchJune 31,30, 2025 primarily reflected a net loss of $1,619,110$2,976,299 adjusted for the add-back of non-cash items consisting
of depreciation and amortization of $5,541,$11,209, amortization of right of use assets of $10,318, and accretion of stock-based stock option
and common stock expense of $155,054,$313,666, offset by
changes in operating assets and liabilities primarily consisting of an increase in accounts
receivable of $40,$13, ana increasedecrease in prepaid
expenses of $21,934,$55,128, a decrease in assets of discontinued operations of $220,879,$139,898, a decrease
in accounts payable and accrued expenses
of $4,361,$132,181, an increase in contract liabilities of $33,$17, a decrease in operating lease liabilities
of $3,562, and an increase in liabilities of discontinued operations of $73,453.$99,609.
Net cash provided by (used in) by investing activities
amounted to $1,346,840$873,670 and $(2,905,3322,358,664) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, a negativepositive change of $4,447,090.$3,232,334.
During the threesix months ended MarchJune 31,30, 2026, cash
cash flows provided by investing activities comprised of gross proceeds from the sale of short-term investments of $2,437,334,$4,017,475, offset
by purchases
of short-term investments of $1,090,494.$3,143,805.
During the threesix months ended MarchJune 31,30, 2025, we
we purchased short-term investments of $4,314,310$5,317,735 and received gross proceeds from the sale of short-term investments of $1,481,603.$2,963,546. Additionally,
Additionally, we capitalizedpurchased internal-useproperty softwareand equipment of $72,625.$4,475.
Net cash usedprovided inby financing activities totaled
$67,590$3,014,106 for the threesix months ended MarchJune 31,30, 2026 as compared to net cash provided by financing activities of $4,379,500$4,477,972 for the threesix
months ended MarchJune 31,30, 2025, a decrease of $4,447,090.$1,463,866.
During the three months ended March 31, 2026,
we paid deferred offering costs of $67,590.
-2828-- During the threesix months ended MarchJune 31,30, 2025,2026, cash flows provided by financing
weactivities receivedcomprised $4,532,000of proceeds from the sale of common stock, net,net andof paid$3,208,239 offset by payments of deferred offering costs of $152,500.$194,133.
During the six months ended June 30, 2025, cash flows provided by financing activities comprised of proceeds from sale of common stock, net of $4,532,000 offset by payments of deferred offering costs of $54,028.
MYSE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MYSE (13F)
None of the 59 investors we track reported a position in their latest 13F.