Myseum.AI, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our principal executive officer and principal financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K, have concluded that our disclosure controls and procedures were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework - 2013. Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective because it identified a material weakness. A material weakness is a significant deficiency or a combination of significant deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, management concluded that the ineffectiveness of our internal controls over financial reporting was due to the following material weaknesses: ● We lack segregation of duties within accounting functions duties as a result of our limited financial resources to support hiring of personnel. ● The lack of multiples levels of management review of complex business, accounting and financial reporting issues. ● We have not implemented adequate system and manual controls. While we used the services of a third-party accountant to provide accounting and financial reporting services to us, we lack both an adequate number of personnel with requisite expertise in the key functional areas of finance and accounting and an adequate number of personnel to properly implement internal control over financial reporting. These factors represent material weaknesses in our internal control over financial reporting. Although we believe the possibility of errors in our financial statements is remote and expect to continue to use a third-party accountant to address shortfalls in staffing and to assist us with accounting and financial reporting responsibilities in an effort to mitigate the lack of segregation of duties, until such time as we expand our staff with qualified personnel, we expect to continue to report material weaknesses in our internal control over financial reporting. Attestation Report of our Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During our last fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 33 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors. NAME AGE POSITION Darin Myman 61 Chief Executive Officer and Chairman Peter Shelus 42 Chief Technology Officer and Director Brett Blumberg 47 Chief Financial Officer Wayne Linsley 69 Director Joseph Nelson 42 Director Carly Luogameno 37 Director The business background and certain other information about our directors and executive officers is set forth below. Darin Myman - Chief Executive Officer and Director Darin Myman has served as Chief Executive Officer and Chairman of the board of directors since January 2015. Previously, Mr. Myman served as co-founder and Chief Executive Officer of Wally World Media, Inc., (OTC:WLYW). He also has served as the Chief Executive Officer and a member of PeopleString’s board of directors since PeopleString’s inception. Mr. Myman developed extensive Internet skills through a variety of positions. He has executive management and founder experience, having served as a co-founder and Chief Executive Officer of BigString Corporation, a publicly traded company, since October 2005. He also has corporate governance and board experience having served as a member of BigString’s board of directors since BigString’s inception. Prior to BigString, Mr. Myman was a co-founder and Chief Executive Officer of LiveInsurance.com, the first online insurance broker that pioneered the electronic storefront for large national insurance agencies. Prior to co-founding LiveInsurance.com, he served as a Vice President of the online brokerage services unit of Westminster Securities Corporation. We believe that Mr. Myman is qualified to serve as a member of our board of directors because of his background in business and experience in senior leadership and as a board member of public companies. Peter Shelus - Chief Technology Officer and Director Peter Shelus is a co-founder of DatChat and has served as our Chief Technology Officer since January 2016 and a member of our board of directors since December 2022. Mr. Shelus has over 10 years of ephemeral messaging and mobile video development experience. Mr. Shelus has been at the forefront of the secure messaging industry, having served as a lead engineer for one of the first ephemeral messaging platforms, “BigString,” where he helped develop the patented technology that became a cornerstone of self-destructing messaging. Mr. Shelus holds Bachelor of Science degree in computer science from Rutgers University. We believe that Mr. Shelus is qualified to serve as a member of our board of directors because of his experience in the secure messaging industry and background in technology engineering and development. Brett Blumberg – Chief Financial Officer Brett Blumberg has served as our Chief Financial Officer since February 2022. Mr. Blumberg has extensive experience in finance and accounting. He is a certified public accountant and has been a partner of the public accounting firm Jubran, Shorr & Company since 2015. Mr. Blumberg was a senior accountant at CohnReznick, LLP from 2013 to 2014. Prior to obtaining his CPA license Mr. Blumberg was a private banker at Wells Fargo and owned and operated a Mortgage Brokerage/Banking Company, Canyon Financial Group, LLC from 2006 to 2012. He previously worked in recruitment and talent acquisition for accounting and finance firms from 2000 to 2006. Mr. Blumberg holds a Bachelor of Art degree in economics and psychology from SUNY Binghamton University. Wayne D. Linsley – Director Wayne D. Linsley has served as a member of the board of directors since August 2021. Mr. Linsley has over 40 years of experience in business management. Since April 2020, Mr. Linsley has served as a member of the board of directors of Hoth Therapeutics, Inc. (NASDAQ: HOTH), a clinical-stage biopharmaceutical company and since January 2020, he has served as a member of the board of directors of Silo Pharma, Inc. (NASDAQ: SILO) a biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. From 2014 to September 2021, Mr. Linsley served as the Vice President of Operations at CFO Oncall, Inc., a company that provides financial reporting and controller services on an outsourced basis and previously, from 2012 to 2014, Mr. Linsley worked at CFO Oncall, Inc. as an independent contractor. Mr. Linsley holds Bachelor of Science degree in Business Administration from Siena College. Joseph Nelson – Director Joseph Nelson has served as a member of our board of directors since August 2021. Since February 2026, Mr. Nelson has been the Chief Financial Officer of Deep Isolation Nuclear, Inc., the first company to undertake the development of technologies for nuclear waste disposal in deep boreholes. From April 2022 through January 2026, Mr. Nelson served as Chief Financial Officer of Delta Corp Holdings Limited, a global, asset-light, fully integrated company engaged in transportation/logistic services, asset management and servicing the maritime industry supply chain. From December 2017 to March 2022, Mr. Nelson served as the Head of Investor Relations for GasLog Ltd., and GasLog Partners LP, a leading international owner, operator and manager of liquefied natural gas carriers providing support to many of the world’s largest energy companies. From November 2014 to November 2017, Mr. Nelson served as an Equity Research Analyst at Credit Suisse. Mr. Nelson holds a Master of Business Administration degree from New York University’s Stern School of Business; a Bachelor of Science degree in chemistry and a Bachelor of Art degree in philosophy from the Stevens Institute of Technology. We believe that Mr. Nelson is qualified to serve as a member of our board of directors because of his experience in investor relations and background in business and finance. 34 Carly Luogameno – Director Carly Luogameno has served as a member of our board of directors since August 2021. Since May 2011, Mrs. Luogameno has worked as a digital consultant at ShmeeLive. From May 2018 to June 2020, Mrs. Luogameno served as a digital director for Lust For Life, LLC, a subsidiary of Renewable Energy & Power, Inc. (OTCQB: RBNW). From August 2013 to September 2015, Mrs. Luogameno served as the Marketing Director for Jerrick Media (OTC: JMDA, now Creatd, OTC: VOCL). Mrs. Luogameno has in-depth experience in ecommerce and digital industries with specializations in digital marketing campaign development, content marketing strategy, SEO and paid media management. Her digital marketing background is rooted in inbound marketing strategies and her approach focuses on listening to user needs and communicating to them via high quality content in order to attract return visitors and engagements. Mrs. Luogameno specializes in working with start-up companies, across the technology, healthcare and fashion industries. Mrs. Luogameno holds Bachelor of Art degree in arts, entertainment & media management from Columbia College Chicago. Family Relationships There are no family relationships among any of our executive officers and directors. Arrangements between Officers and Directors Except as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or director was selected to serve as an officer or director. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Committees of Our Board of Directors Our board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and its standing committees. We will have a standing audit committee, compensation committee and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. Audit Committee . The audit committee is appointed by the board to assist the board in its duty to oversee the Company’s accounting, financial reporting and internal control functions and the audit of the Company’s financial statements. The role of the audit committee is to oversee management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence, the performance of the Company’s internal audit function; and the Company’s compliance with legal and regulatory requirements. Our audit committee consists of Wayne D. Linsley, Carly Luogameno and Joseph Nelson, with Mr. Linsley serving as chair. Our board of directors has affirmatively determined that each meet the definition of “independent director” under the rules of The Nasdaq Capital Market, and that they meet the independence standards under Rule 10A-3. Each member of our audit committee meets the financial literacy requirements of Nasdaq rules. In addition, our board of directors has determined that Wayne D. Linsley qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors adopted a written charter for the audit committee, which is available on our principal corporate website at www.myseum.com . Compensation Committee . The compensation committee is responsible for reviewing and recommending, among other things: ● the adequacy and form of compensation of the board; ● the compensation of Chief Executive Officer, including base salary, incentive bonus, stock option and other grant, award and benefits upon hiring and on an annual basis; ● the compensation of other senior management upon hiring and on an annual basis; and ● the Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our board of directors, when necessary. 35 Our compensation committee consists of Wayne D. Linsley, Carly Luogameno and Joseph Nelson, with Mr. Linsley serving as chair. Our board of directors has adopted a written charter for the compensation committee, which is available on our principal corporate website at www.myseum.com . Nominating and Corporate Governance Committee. We do not have a designated nominating and corporate governance committee. Our independent directors, acting as a group, are responsible for: Our nominating and corporate governance committee is responsible for, among other things: ● developing criteria for membership on the board of directors and committees; ● identifying individuals qualified to become members of the board of directors; ● recommending persons to be nominated for election as directors and to each committee of the board of directors; ● annually reviewing our corporate governance guidelines; and ● monitoring and evaluating the performance of the board of directors and leading the board in an annual self-assessment of its practices and effectiveness. Our nominating and corporate governance committee consists of Wayne D. Linsley, Carly Luogameno and Joseph Nelson, with Mr. Linsley serving as chair. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our principal corporate website at www.myseum.com . Insider Trading Policy We have adopted an insider trading policy governing the purchase, sale and/or any other disposition of the Company’s securities and material non-public information that is reasonable designed to promote compliance with insider trading laws, rules, regulations and applicable Nasdaq standards. Our insider trading policy applies to the Company’s directors, officers, employees of the Company and any other persons, such as consultants, contractors, temporary staff, family members, and controlled entities who have access to material nonpublic information or are designated by the Company as subject to such policy. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Code of Business and Ethics Conduct We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code posted on our website, www.myseum.com . In addition, we intend to post on our website all disclosures that are required by law or rules concerning any amendments to, or waivers from, any provision of the code. Anti-hedging We do not currently have a policy prohibiting employees, officers, or directors from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. Changes in Nominating Procedures None. 36 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth for the year ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our Chief Executive Officer and two other most highly compensated executive officers, whose total compensation during such years exceeded $100,000. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) 1 Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Darin Myman 2025 $ 450,000 $ 350,000 $ - $ 1,370,177 $ - $ - $ - $ 2,170,177 Chief Executive Officer 2024 $ 450,000 $ 300,000 $ - $ - $ - $ - $ - $ 750,000 Brett Blumberg 2025 $ 60,000 - - $ - - $ - - $ 60,000 Chief Financial Officer 2024 $ 60,000 - - $ - - $ - - $ 60,000 Peter Shelus 2025 $ 275,000 $ - $ - $ 93,983 $ - $ - $ - $ 368,983 Chief Technology Officer 2024 $ 275,000 $ - $ - $ - $ - $ - $ - $ 275,000 (1) As required by SEC rules, the amounts in this column reflect the grant date or modification date fair value as required by FASB ASC Topic 718. A discussion of the assumptions and methodologies used to calculate these amounts is contained in the notes to our consolidated financial statements under “Shareholders’ Deficit”. Outstanding Equity Awards at December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. STOCK AWARDS Equity Incentive Plan Equity Incentive Plan Awards: Name Number of Securities Underlying Unexercised options (#) Exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that have not Vested (#) Market Value of Shares or Units of Stock that Have not Vested ($) Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) Darin Myman 25,000 — — 350.00 9/28/2026 — — — — Darin Myman 50,000 150,000 — 5.50 1/14/2035 — — — — Darin Myman - 225,000 — 3.00 8/18/2030 — — — — Brett Blumberg 5,000 — — 15.00 9/06/2028 — — — — 37 Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Name Fees earned or paid in cash ($) Stock Awards ($) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Joseph Nelson 36,000 0 56,929 0 0 - 92,929 Carly Luogameno 36,000 0 56,929 0 0 - 92,929 Wayne Linsley 60,000 0 56,929 0 0 - 116,929 (1) As required by SEC rules, the amounts in this column reflect the grant date or modification date fair value as required by FASB ASC Topic 718. A discussion of the assumptions and methodologies used to calculate these amounts is contained in the notes to our consolidated financial statements under “Shareholders’ Deficit”. Equity Award Grant Timing We do not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release of material non-public information. Historically, we have granted stock option awards on an annual basis and as may otherwise be deemed appropriate by our Board or compensation committee from time to time based on the facts and circumstances, as applicable. We have not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information, nor have we intentionally timed the release of material nonpublic information based on stock option grant dates. During fiscal year 2024, we did not grant stock options (or similar awards) to any of our named executive officers during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. Employment Agreements Darin Myman Employment Agreement On August 27, 2021, we entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant to which Mr. Myman’s (i) base salary will increase to $450,000 per year, and (ii) Mr. Myman shall be entitled to receive an annual bonus in an amount up to $350,000, which annual bonus may be increased by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). The term of the Employment Agreement will continue for a period of one year from the effective date and automatically renews for successive one year periods at the end of each term until either party delivers written notice of their intent not to review at least six (6) months prior to the expiration of the applicable term. In addition, pursuant to the Employment Agreement, upon termination of Mr. Myman’s employment for death or Total Disability (as defined in the Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Payments”), Mr. Myman shall be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Myman elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr. Myman’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Myman was a participant as of the date of his termination (together with the Payments, the “Severance”). Furthermore, pursuant to the Employment Agreement, upon Mr. Myman’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the Employment Agreement), (ii) termination by the Company without Cause (as defined in the Employment Agreement) or (iii) termination of Mr. Myman’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Employment Agreement), Mr. Myman shall receive the Severance; provided, however, Mr. Myman shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Myman shall immediately vest upon termination of Mr. Myman’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Myman, without Cause. 38 Brett Blumberg Employment Agreement On February 15, 2022, we entered into an employment agreement with Brett Blumberg effective as of February 15, 2022 pursuant to which Mr. Blumberg will serve as Chief Financial Officer of the Company (the “Blumberg Employment Agreement”). The term of the Blumberg Employment Agreement will continue for a period of one year from the Effective Date and automatically renews for successive one year periods at the end of each term until either party delivers written notice of their intent not to review at least 30 days prior to the applicable renewal date. Pursuant to the terms of the Blumberg Employment Agreement, Mr. Blumberg (i) shall receive an annual base salary of $60,000 (effective as of February 15, 2022), (ii) shall be entitled to earn a bonus, subject to the sole discretion of the Company’s Board and (iii) shall be eligible to receive awards pursuant to the Company’s equity incentive plans, subject to the sole discretion of the Company’s compensation committee. Mr. Blumberg is also entitled to participate in any and all Employee Benefit Plans (as defined in the Blumberg Employment Agreement), from time to time, that are then in effect along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. The Blumberg Employment Agreement may be terminated by either the Company or Mr. Blumberg at any time and for any reason upon 10 days prior written notice. Upon termination of the Blumberg Employment Agreement, Mr. Blumberg shall be entitled to (i) any equity award that has vested prior to the termination date, (ii) reimbursement of expenses incurred on or prior to such termination date and (iii) such employee benefits to which Mr. Blumberg may be entitled as of the termination date (collectively, the “Accrued Amounts”). The Blumberg Employment Agreement shall also terminate upon Mr. Blumberg’s death or the Company may terminate Mr. Blumberg’s employment upon his Disability (as defined in the Blumberg Employment Agreement). Upon the termination of Mr. Blumberg’s employment for death or Disability, Mr. Blumberg shall be entitled to receive the Accrued Amounts. The Blumberg Employment Agreement also contains covenants prohibiting Mr. Blumberg from disclosing confidential information with respect to the Company. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 29, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Name (1) Shares Percentage (2) Darin Myman (3) 319,516 7.26 % Peter Shelus (6) 111,250 2.59 % Brett Blumberg (4) 5,000 * % Wayne D. Linsley (5) 13,750 * % Joseph Nelson (5) 13,750 * % Carly Luogameno (5) 13,750 * % All Director, Director Nominees, Named Executive Officers and Named Executive Officer Nominees as a group (6 persons) 477,016 11.15 % * Represents beneficial ownership of less than 1%. (1) The address of each holder listed below, except as otherwise indicated, is 65 Church Street, Suite 230, New Brunswick, New Jersey 08901. (2) The calculation in this column is based upon 4,276,274 shares of common stock outstanding on March 29, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or convertible within 60 days of March 29, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person. (3) Includes 125,000 vested stock options. (4) Includes 5,000 vested stock options. (5) Includes 13,750 vested stock options. (6) Includes 11,250 vested stock options. 39 Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holder 691,820 $ 23.94 308,180 Equity compensation plans not approved by security holder — — — Total 691,820 $ 23.94 308,180 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Transactions with Related Persons Except as described below and except for employment arrangements which are described under “executive compensation,” since January 1, 2024, there has not been, nor is there currently proposed, any transaction in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December 31, 2025 and 2024, and any of our directors, executive officers, holders of more than 5% of our common stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. Related Persons Transaction Policy We have adopted a formal policy regarding approval of transactions with related parties. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or one percent of our total assets at year-end for our last two completed fiscal years. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. 40 Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion. Independence of the Board of Directors Our board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that Wayne D. Linsley, Carly Luogameno and Joseph Nelson are each an “independent director,” as defined under Nasdaq rules. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the aggregate fees billed by Salberg & Company, P.A. for the year ended December 31, 2025 and 2024: 2025 2024 Audit Fees $ 96,000 $ 91,200 Audit Related Fees $ 24,000 $ 10,900 Tax Fees $ – $ – All Other Fees $ – $ – Total $ 120,000 $ 102,100 Audit Fees: Audit fees consist of fees billed for the professional services rendered to us for the audit of our annual consolidated financial statements for the years ended December 31, 2025 and 2024 and reviews of the quarterly financial statements during the periods. Audit-Related Fees: Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements, including registration statements and comfort letters. Tax Fees: Fees for professional services rendered for tax compliance, tax advice, and tax planning. All Other Fees: All other fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with Sarbanes-Oxley, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2024 and 2023 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. 41 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 106) F-2 Consolidated Balance Sheets – For the Years Ended December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss – For the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity– For the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows– For the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 The consolidated financial statements required by this Item are included beginning at page F-1. (1) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. 42 (b) Exhibits The following documents are included as exhibits to this report. Exhibit Number Title of Document 3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed on July 2, 2021) 3.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A filed on August 9, 2021) 3.3 Amendment No.1 to Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on October 26, 2022) 3.4 Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1/A filed on August 9, 2021) 3.5 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 7, 2023) 3.6 Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1/A filed on August 9, 2021) 3.7 Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.5 to the Company’s Form S-1/A filed on August 9 2021) 3.8 Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 19, 2023) 3.9 Certificate of Correction to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023) 3.10 Certificate of Change to Amended and Restated Articles of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 28, 2023) 3.11 Certificate of Amendment to Amended and Restated Articles of Incorporation dated August 7, 2025 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2025) 4.1 Form of Series A Warrant Agent Agreement including Form of Series A Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed on August 9, 2021) 4.2 Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed on August 9, 2021) 4.3 Form of Stock Certificate (Incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A filed on August 9, 2021) 4.4 2021 Equity Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on August 9, 2021) 4.5 Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023) 4.6 Underwriting Agreement dated January 16, 2024 between DatChat, Inc. and EF Hutton LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on January 19, 2024) 4.7 Form of Pre-Funded Warrant (included as Exhibit A to Exhibit 1.1) (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 19, 2024) 4.8 Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 10, 2025) 4.9* Description of Registrant’s Securities 10.1+ Employment Agreement between the Company and Brett Blumberg (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 16, 2022) 10.2 Form of Subscription and Investment Representation Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 7, 2023) 10.3 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2025) 10.4 Sales Agreement between DatChat, Inc. and The Benchmark Company, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on February 10, 2025) 10.5+ Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2025) 43 10.6+ Form of Stock Option Award pursuant to the Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on November 13, 2025) 10.7 Debt Forgiveness and Contribution Agreement, dated December 11, 2025, between the Company and RPM Interactive, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025) 10.8 First Amendment to Sales Agreement between Myseum, Inc. and The Benchmark Company, LLC dated February 6, 2026 (Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2026) 19.1 Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K filed on March 31, 2025) 23.1* Consent of Salberg & Company, P.A. 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 DatChat, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Form 10-K filed on March 29, 2024) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 104* Cover Page Interactive Data File - the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL * Filed herewith. + Indicates a management contract or any compensatory plan, contract or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 44 SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of March, 2026. MYSEUM, INC. /s/ Darin Myman Darin Myman Chief Executive Officer and Director (Principal Executive Officer) /s/ Brett Blumberg Brett Blumberg Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, Darin Myman, as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Darin Myman Chief Executive Officer and Director March 30, 2026 Darin Myman (Principal Executive Officer) /s/ Brett Blumberg Chief Financial Officer March 30, 2026 Brett Blumberg (Principal Financial and Accounting Officer) /s/ Peter Shelus Chief Technology Officer and Director March 30, 2026 Peter Shelus /s/ Wayne D. Linsley Director March 30, 2026 Wayne D. Linsley /s/ Joseph Nelson Director March 30, 2026 Joseph Nelson /s/ Carly Luogameno Director March 30, 2026 Carly Luogameno 45 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 106 ) F-2 Consolidated Balance Sheets – For the Years Ended December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss – For the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity– For the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows– For the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of: Myseum, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Myseum, Inc. and subsidiaries and consolidated entities (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered operating losses since inception and in fiscal 2025 has a net loss of $3,040,119 and cash used in operations of $4,267,074 and had nominal revenues. The Company also had an accumulated deficit as of December 31, 2025 of $54,980,520. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Salberg & Company, P.A. SALBERG & COMPANY, P.A. We have served as the Company’s auditor since 2023 . Boca Raton, Florida March 30, 2026 2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328 Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920 www.salbergco.com • info@salbergco.com Member National Association of Certified Valuation Analysts • Registered with the PCAOB Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality F- 2 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 749,030 $ 766,985 Short-term investments, at fair value 2,981,909 2,952,512 Accounts receivable 83 207 Prepaid expenses 239,167 121,648 Assets of discontinued operations - 446,670 Total Current Assets 3,970,189 4,288,022 NON-CURRENT ASSETS: Deferred offering costs 78,645 - Property and equipment, net 17,371 33,436 Investment in equity securities, at fair value 2,920,000 - Assets of discontinued operations - 1,050,000 Operating lease right-of-use asset, net 211,203 - Total Non-current Assets 3,227,219 1,083,436 Total Assets $ 7,197,408 $ 5,371,458 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 873,691 $ 603,378 Operating lease liability, current portion 51,040 - Contract liabilities 59 88 Liabilities of discontinued operations - 26,845 Total Current Liabilities 924,790 630,311 LONG-TERM LIABILITIES: Operating lease liability, less current portion 167,935 - Total Long-Term Liabilities 167,935 - Total Liabilities 1,092,725 630,311 Commitments and Contingencies (Note 12) STOCKHOLDERS’ EQUITY: Preferred stock ($ 0.0001 par value; 20,000,000 shares authorized) Series A Preferred stock ($ 0.0001 Par Value; 1 Share designated; none issued and outstanding on December 31, 2025 and 2024) - - Series B Preferred stock ($ 0.0001 Par Value; 2,000,000 Share designated; 0 and 2,000,000 shares issued and outstanding on December 31, 2025 and 2024, respectively) - 200 Common stock ($ 0.0001 par value; 180,000,000 shares authorized; 4,331,274 and 3,076,274 shares issued and 4,264,329 and 3,009,329 shares outstanding on December 31, 2025 and 2024, respectively) 433 308 Common stock to be issued ( 139 shares on December 31, 2025 and 2024) - - Additional paid-in capital 61,482,739 59,649,645 Treasury stock, at cost ( 66,945 shares on December 31, 2025 and 2024) ( 397,969 ) ( 397,969 ) Accumulated deficit ( 54,980,520 ) ( 52,373,248 ) Total Myseum, Inc. Stockholders’ Equity 6,104,683 6,878,936 Noncontrolling interest of discontinued operations - ( 2,137,789 ) Total Stockholders’ Equity 6,104,683 4,741,147 Total Liabilities and Stockholders’ Equity $ 7,197,408 $ 5,371,458 See accompanying notes to consolidated financial statements. F- 3 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Year Ended December 31, 2025 2024 NET REVENUES $ 550 $ 436 OPERATING EXPENSES: Compensation and related expenses 3,108,633 1,794,611 Marketing and advertising expenses 238,992 84,163 Professional and consulting expenses 1,412,792 582,267 Research and development expenses - 166,667 General and administrative expenses 730,191 589,895 Total operating expenses 5,490,608 3,217,603 LOSS FROM OPERATIONS ( 5,490,058 ) ( 3,217,167 ) OTHER INCOME: Interest income, net 172,754 268,752 Gain on extinguishment of liabilities 62,658 - Total other income 235,412 268,752 LOSS FROM CONTINUING OPERATIONS ( 5,254,646 ) ( 2,948,415 ) DISCONTINUED OPERATIONS: Loss from discontinued operations, net of tax ( 661,365 ) ( 2,076,699 ) Gain on sale and deconsolidation of variable interest entities 2,875,892 107 Total gain (loss) from discontinued operations, net 2,214,527 ( 2,076,592 ) NET LOSS ( 3,040,119 ) ( 5,025,007 ) Net loss of subsidiary attributable to noncontrolling interest of discontinued operations 432,847 785,847 NET LOSS ATTRIBUTABLE TO MYSEUM, INC. SHAREHOLDERS $ ( 2,607,272 ) $ ( 4,239,160 ) COMPREHENSIVE LOSS: Net loss attributable to Myseum, Inc. shareholders $ ( 2,607,272 ) $ ( 4,239,160 ) Other comprehensive gain: Unrealized foreign currency translation gain - 12,965 Comprehensive loss $ ( 2,607,272 ) $ ( 4,226,195 ) NET INCOME (LOSS) PER COMMON SHARE: Basic and diluted - continuing operations $ ( 1.25 ) $ ( 1.00 ) Basic and diluted - discontinued operations $ 0.53 $ ( 0.70 ) Basic and diluted net loss per common share attributable to Myseum, Inc. shareholders $ ( 0.62 ) $ ( 1.43 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic and diluted 4,196,767 2,958,821 See accompanying notes to consolidated financial statements. F- 4 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Series B Common Stock Additional Accumulated Other Total Preferred Stock Common Stock to be Issued Paid-in Treasury Stock Comprehensive Accumulated Noncontrolling Stockholders’ Shares Amount Shares Amount Shares Amount Capital Shares Amount Gain (Loss) Deficit Interest Equity Balance, December 31, 2023 2,000,000 $ 200 2,103,321 $ 210 139 $ - $ 54,597,083 66,945 $ ( 397,969 ) $ 34,553 $ ( 48,134,088 ) $ - $ 6,099,989 Accretion of stock-based compensation in connection with stock option grants - - - - - - 16,816 - - - - - 16,816 Accretion of stock-based professional fees in connection with stock option grants - - - - - - 49,764 - - - - - 49,764 Issuance of common shares in subsidiary for services - - - - - - 22,500 - - - - - 22,500 Issuance of common shares in subsidiary for cash - - - - - - 974,198 - - - - - 974,198 Issuance of common stock for cash, net of allocated offering costs of $ 149,248 - - 382,972 39 - - 559,212 - - - - - 559,251 Sale of pre-funded warrants, net of allocated offering costs of $ 229,919 - - - - - - 861,522 - - - - - 861,522 Cashless exercise of pre-funded warrants - - 589,981 59 - - ( 59 ) - - - - - - Issuance of subsidiary common stock for asset acquisition - - - - - - 1,050,000 - - - - - 1,050,000 Initial recording and changes in noncontrolling interest from RPM Interactive ownership changes - - - - - - 1,518,609 - - - - ( 1,351,942 ) 166,667 Accumulated other comprehensive loss - - - - - - - - - ( 34,553 ) - - ( 34,553 ) Net loss for the year - - - - - - - - - - ( 4,239,160 ) ( 785,847 ) ( 5,025,007 ) Balance, December 31, 2024 2,000,000 200 3,076,274 308 139 - 59,649,645 66,945 ( 397,969 ) - ( 52,373,248 ) ( 2,137,789 ) 4,741,147 Accretion of stock based compensation in connection with stock option grants - - - - - - 740,704 - - - - - 740,704 Accretion of stock based professional fees in connection with stock option grants - - - - - - 13,971 - - - - - 13,971 Issuance of common stock for cash, net of allocated offering costs of $ 568,000 - - 1,200,000 120 - - 4,531,880 - - - - - 4,532,000 Common stock issued for services - - 55,000 5 - - 111,645 - - - - - 111,650 Initial recording on noncontrolling interest - - - - - - 188,810 - - - - ( 188,810 ) - Cancellation of Series B Preferred Stock ( 2,000,000 ) ( 200 ) - - - - 200 - - - - - - Sale and deconsolidation of RPM Interactive - - - - - - ( 3,754,116 ) - - - - 2,759,446 ( 994,670 ) Net loss for the year - - - - - - - - - - ( 2,607,272 ) ( 432,847 ) ( 3,040,119 ) Balance, December 31, 2025 - $ - 4,331,274 $ 433 139 $ - $ 61,482,739 66,945 $ ( 397,969 ) $ - $ ( 54,980,520 ) $ - $ 6,104,683 See accompanying notes to consolidated financial statements. F- 5 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 3,040,119 ) $ ( 5,025,007 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 41,430 23,129 Amortization of right of use asset 33,590 73,977 Stock-based compensation 740,704 16,816 Stock-based professional fees 125,621 106,484 Stock-based professional fees - RPM Interactive - 22,500 Gain on deconsolidation of variable interest entities ( 2,875,892 ) ( 107 ) Gain on extinguishment of liabilities ( 62,658 ) - Foreign currency exchange loss - 12,965 Non-cash research and development expense - 166,667 Changes in operating assets and liabilities: Accounts receivable 124 ( 24 ) Prepaid expenses ( 117,519 ) 4,639 Assets of discontinued operations 446,670 ( 437,048 ) Accounts payable and accrued expenses 493,667 282,697 Contract liabilities ( 29 ) ( 30 ) Liabilities of discontinued operations ( 26,845 ) 24,871 Operating lease liability ( 25,818 ) ( 83,674 ) NET CASH USED IN OPERATING ACTIVITIES ( 4,267,074 ) ( 4,811,145 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of short-term investments 6,385,797 13,004,039 Purchase of short-term investments, net ( 6,415,194 ) ( 10,767,288 ) Purchases of property and equipment ( 4,475 ) - Decrease in cash from sale of RPM Interactive ( 14,026 ) - Increase in intangible assets - capitalization of internal-use software ( 196,338 ) - NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ( 244,236 ) 2,236,751 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock, net 4,532,000 559,251 Proceeds from sale of subsidiary common stock - discontinued operations - 974,198 Proceeds from sale of pre-funded warrants - 861,522 Proceeds from notes payable - discontinued operations 40,000 - Payment of deferred offering costs ( 78,645 ) - NET CASH PROVIDED BY FINANCING ACTIVITIES 4,493,355 2,394,971 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 17,955 ) ( 179,423 ) CASH AND CASH EQUIVALENTS - beginning of year 766,985 946,408 CASH AND CASH EQUIVALENTS - end of year $ 749,030 $ 766,985 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ 7,410 $ - Income taxes $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recording and changes in noncontrolling interest deficit $ 181,530 $ 1,351,942 Common stock issued for future sale pursuant to ATM offering $ 75 $ - Initial recognition of right-of-use asset and lease liability $ 244,793 $ - Common stock issued for future services $ 111,650 $ - Acquisition of intangible assets for common stock of subsidiary - discontinued operations $ - $ 1,050,000 See accompanying notes to consolidated financial statements. F- 6 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 1 – ORGANIZATION Myseum, Inc. (the “Company” or “Myseum”) was incorporated in the State of Nevada on December 4, 2014 under the name of YssUp, Inc. On March 4, 2015, the Company’s corporate name was changed to Dat Chat, Inc. In August 2016, the Board of Directors of the Company approved to change the name of the Company from Dat Chat, Inc. to DatChat, Inc. On August 7, 2025, the Company filed a Certificate of Amendment to its 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.” The Company established a fiscal year end of December 31. The Company is a 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. The Company’s 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. In March 2025, the Company expanded its business and product offerings to include the development of “Myseum”, a social network and multi-media storage platform for consumers and enterprises. On June 16, 2022, the Company formed a majority owned subsidiary, RPM Interactive, Inc. under the name SmarterVerse, Inc., a company incorporated under the laws of the State of Nevada (“RPM Interactive”). On February 14, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from SmarterVerse, Inc. to Dragon Interactive Corporation. On August 7, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from Dragon Interactive Corporation to Dragon Interact, Inc. On November 21, 2024, RPM Interactive filed a Certificate of Amendment with the State of Nevada to change its name from Dragon Interact, Inc. to RPM Interactive, Inc. On February 14, 2023, RPM Interactive entered into a subscription agreement with Metabizz, LLC. In connection with the subscription agreement, RPM Interactive sold Metabizz, LLC 8,000,000 shares of its common stock for $ 800 , which was 40 % of the issued and outstanding common shares of RPM Interactive. On October 2, 2023, pursuant to the Stock Purchase Agreement, RPM Interactive issued the Company an additional 12,000,000 shares of its common stock for $ 500,000 . On January 10, 2024, VR Interactive LLC (“VR Interactive”), a company that was 45 % owned by Darin Myman, the Company’s Chief Executive Officer and 3.75 % owned by Peter Shelus, the Company’s chief technology officer and director, purchased 8,000,000 shares of RPM Interactive from the Metabizz shareholders. Mr. Myman is a partner in VR Interactive. Therefore, VR Interactive, a related party, became a 25 % non-controlling interest in RPM Interactive. On February 14, 2023, based on the Company’s analysis, Metabizz, LLC and Metabizz SAS were determined to be variable interest entities (see below). Metabizz, LLC and Metabizz SAS were formed by a group of technology professionals to provide programming services only to RPM Interactive. One of the founders of Metabizz, LLC was the chief technology officer of RPM Interactive. 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 pays technology professionals directly. On August 27, 2024, the Company entered into an Asset Purchase Agreement with Judaopta LLC, a Delaware limited liability company (the “Seller”), pursuant to which it acquired from Seller (i) certain software (the “RenAI Software”), which consists of an artificial intelligence (AI) tool designed used for media library organization with the ability to tag and rename images for PC and MAC devices using AI with integration to Gemini, OpenAI and Claude and (ii) certain domain names (the “Assets”) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. On October 29, 2024 (the “Closing Date” and measurement date), RPM Interactive, the Company’s subsidiary, entered into and closed on a Share Exchange Agreement (the “Share Exchange Agreement”) with (i) RPM Interactive, Inc., a private Florida corporation incorporated on August 23, 2024 (“RPM Florida”); and (ii) the shareholders of RPM Florida. Pursuant to the Share Exchange Agreement, RPM Interactive acquired 100 % of the shares of RPM Florida in exchange for 3,500,000 shares of RPM Interactive’s common stock. RPM Florida is a web publishing company that leverages generative AI systems to offer consumers entertaining gaming apps and podcasting offerings in the sports, finance, entertainment, and politics categories (See Note 7). On December 12, 2025, RPM Interactive entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Avalon GloboCare Corp., a Delaware corporation (“Avalon”), and certain other parties, pursuant to which the Company sold its minority interest in RPM Interactive 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 Interactive and as of December 12, 2025, has deconsolidated RPM Interactive. In accordance with ASC 205-20, the results of operations and the assets and liabilities of RPM Interactive have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements (See Note 3). F- 7 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company consolidates its subsidiaries that are wholly-owned and majority owned, and entities that are variable interest entities (“VIE”) where the Company is determined to be the primary beneficiary. The Company’s consolidated financial statements include the accounts of the parent entity. Myseum, Inc., its wholly-owned subsidiary, DatChat Patents II, LLC, and RPM Interactive, which was a majority-owned subsidiary through August 27, 2024, became a VIE after August 27, 2024, and was deconsolidated on December 12, 2025, and VIE entities, Metabizz, LLC and Metabizz SAS through March 31, 2024, at which date the Metabizz VIE entities were deconsolidated. All intercompany accounts and transactions have been eliminated in consolidation. On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. On or prior to March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and now pays technology professionals directly. In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the year ended December 31, 2024, the Company recorded a gain on deconsolidation of $ 107 . On December 12, 2025, based on the Company’s analysis, the Company deconsolidated RPM Interactive following the sale of its interest in this VIE (see Note 3). In connection with this deconsolidation, the Company recorded a gain on deconsolidation of $ 2,875,892 . In accordance with ASC 205-20, the results of operations and the gains on deconsolidation for both RPM Interactive and the Metabizz VIE entities are presented as discontinued operations for all periods presented. As of December 31, 2025, the assets and liabilities of these entities are no longer included in the consolidated balance sheet. Going concern considerations 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. As of December 31, 2025, the Company had cash and cash equivalents 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, the Company incurred a net loss of $ 3,040,119 and net cash used in operations amounted to $ 4,267,074 and had nominal revenues. 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. Noncontrolling interests 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 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 was attributed to their share of losses even if that attribution resulted 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. F- 8 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM Interactive 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 Interactive’s equity. Due to the issuance of common shares by RPM Interactive, 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 Interactive’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 Interactive, 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 Interactive’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 Interactive 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. Variable interest entities Pursuant to ASC 810-10-25-22 , an entity is defined as a VIE if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly impact the VIE’s economic performance and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. Metabizz 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 are insufficient to meet or sustain its operations without additional subordinated financial support from 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, 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. 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 deconsolidation of Metabizz, LLC and Metabizz SAS, during the year ended December 31, 2024, the Company recorded a gain on deconsolidation of $ 107 . RPM Interactive Immediately following the August 27, 2024 Asset Purchase Agreement with the Seller (See Note 1), the Company owned 46.7 % of RPM Interactive. Based 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 RPM Interactive. Until the date of sale on December 12, 2025, the Company continued to have the power to direct the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to 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 Interactive. Immediately prior to the sale and deconsolidation, the Company retained approximately 33.7 % ownership of RPM Interactive. 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. F- 9 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 The Company’s consolidated balance sheets included the following assets and liabilities from its VIEs, which were included in discontinued operations: December 31, December 31, 2025 2024 Cash $ - $ 429,714 Prepaid expenses - 16,956 Intangible assets, net - 1,050,000 Total assets $ - $ 1,496,670 Due to Myseum (eliminates in consolidation) - 4,990,706 Accounts payable and accrued expenses - 26,845 Total liabilities $ - $ 5,017,551 See Note 3 – Discontinued Operations And Deconsolidation. Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the consolidated financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include assumptions used in assessing impairment of long-term assets, the valuation of intangible assets, the valuation of lease liabilities and related right of use assets, the valuation of short-term investments, the valuation of deferred tax assets, the fair value of assets and liabilities of VIE’s on the initial VIE consolidation date, the allocation of corporate expenses to subsidiaries which impacts noncontrolling interest, and the fair value of non-cash equity transactions. Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at this institution is insured by the FDIC up to $ 250,000 . On December 31, 2025, the Company had cash in excess of FDIC limits of approximately $ 237,000 . To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Fair value measurements and fair value of financial instruments The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, and due to related party are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. F- 10 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. December 31, 2025 December 31, 2024 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 2,981,909 $ - $ - $ 2,952,512 $ - $ - Equity securities $ - $ - $ 2,920,000 $ - $ - $ - The Company’s short-term investments are level 1 measurements and are based on redemption value at each date. The Company’s investment in equity securities are level 3 measurements Fair values are considered Level 3 when management makes significant assumptions to determine the fair of the equity securities. On December 12, 2025 and December 31, 2025, the Company recorded the investment in equity securities, which consisted of Avalon Series E preferred shares, at estimated fair value using a dribble out method using the following assumptions: ● A discount for the five-month prohibition on conversion ● A liquidity discount resulting from the 4.99 % ownership limitation ● Market volatility and time value considerations associated with phased conversion The level 3 investment value may fluctuate from period to period based on changes in the market volatility and trading volume of the investees common stock. The change in the fair value measurement using significant inputs (Level 3) is summarized below: Investment in equity securities: Balance at December 31, 2024 $ - Additional at fair value 2,920,000 Change in fair value - Balance at December 31, 2025 $ 2,920,000 Short-term investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of highly rated U.S. government securities with maturities of more than two months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive gain (loss) and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Short-term investments are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost-basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Investment in equity securities, at fair value Equity investments are carried at fair value with unrealized gains or losses recorded on the accompanying consolidated statement of operations and comprehensive loss. Realized gains and losses are determined on a specific identification basis which is recorded in earnings or loss as a net realized gain (loss) on equity investments in the consolidated statement of operations and comprehensive loss. The Company reviews investments in equity securities, at fair value, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. F- 11 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Accounts receivable The Company recognizes an allowance for losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible. On January 1, 2023, the Company adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses. As of December 31, 2025 and 2024, accounts receivable amounted to $ 83 and $ 207 , respectively, which are presented net of allowance for doubtful accounts of $ 150 and $ 0 . During the years ended December 31, 2025 and 2024, the Company recognized bad debt expense of $ 150 and $ 0 , respectively. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Capitalized internal-use software costs The Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use 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. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Deferred offering costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A. Deferred offering costs consist of legal, accounting, and underwriting fees directly related to proposed equity offerings. Deferred offering costs will be deferred until the completion of the private offerings, at which time they will be reclassified to additional paid-in capital as a reduction of the offering proceeds. Should a proposed offering be abandoned, these deferred costs are charged to operations in the period the abandonment occurs. F- 12 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 As of December 31, 2025, the Company has capitalized certain offering costs related to its efforts to raise capital through the sale of its common stock pursuant to an Equity Sales Agreement of $ 54,028 (see Note 11) and additional capitalized costs of $ 24,617 related to the preparation of its registration statement on Form S-3 (File No. 333-291818). During the year ended December 31, 2025, the Company wrote off $ 172,500 of previously capitalized offering costs of RPM Interactive, which is included in loss from discontinued operations, as RPM Interactive’s initial public offering was abandoned following the sale of the Company’s interest in RPM on December 12, 2025 (see Note 3). As of December 31, 2025 and 2024, capitalized deferred offering costs amounted to $ 78,645 and $0 , respectively, which is reflected on the accompanying consolidated balance sheets. Revenue recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration which the entity expects to be entitled in exchange for those goods or services. In accordance with ASU Topic 606 - Revenue from Contracts with Customers , the Company recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes revenues from subscription fees from the Company’s messaging application in the month they are earned. Annual and lifetime subscription payments received that are related to future periods are recorded as deferred revenue to be recognized as revenues over the contract term or period. Lifetime subscriptions are being recognized to revenues over the estimated useful life of the subscription of 12 months. During the years ended December 31 2025 and 2024, all of the Company’s revenue was generated from subscription revenues. Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred and include costs such as outside development costs, salaries and other allocated costs incurred. Research and development costs are included in research and development expense on the accompanying consolidated statements of operations. On August 27, 2024, the Company entered into an Asset Purchase Agreement with Judaopta LLC, a Delaware limited liability company (the “Seller”), pursuant to which it acquired from Seller (i) certain software (the “RenAI Software”), which consists of an artificial intelligence (AI) tool designed used for media library organization with the ability to tag and rename images for PC and MAC devices using AI with integration to Gemini, OpenAI and Claude and (ii) certain domain names (the “Assets”) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. In connection with this asset acquisition, the Company recorded research and development expense of $ 166,667 , as the recoverability of the cost was not certain at the time of acquisition. During the year ended December 31, 2024, this expense is included in research and development expense on the accompanying consolidated statement of operations and comprehensive loss. Research and development expense was calculated as follows: Amount Fair value of 8,000,000 shares RPM Interactive shares transferred based on recent sales of RPM Interactive shares at $ 0.30 per share $ 2,400,000 Less: gain recognized as difference between fair value of 8,000,000 shares calculated above and allocated costs of investment in RPM Interactive and included in research and development ( 2,233,333 ) Research and development expense recorded, net $ 166,667 F- 13 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Advertising costs The Company applies ASC 720 “Other Expenses” to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses advertising costs as they are incurred. Advertising costs were $ 238,992 and $ 84,163 for the years ended December 31, 2025 and 2024, respectively, and are included in marketing and advertising expenses on the consolidated statements of operations and comprehensive loss. Leases The Company applied ASC Topic 842, Leases (Topic 842) to arrangements with lease terms of 12 months or more. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations. Income Taxes The Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation ”, 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 or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to account for forfeitures as they occur. F- 14 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Foreign currency translation The reporting currency of the Company is the U.S. dollar. Except for Metabizz SAS, the functional currency of the Company is the U.S. dollar. The functional currency of the Company’s VIE, Metabizz SAS, is the Columbian Peso (“COP”). For Metabizz SAS, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. The cumulative translation adjustment and effect of exchange rate changes on cash for the years ended December 31, 2025 and 2024 were $0 in both periods. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz SAS (See Note 1). Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. December 31, 2025 2024 Common stock equivalents: Common stock warrants 127,385 67,385 Common stock options 691,820 114,570 Total 819,205 181,955 Segment reporting The Company operates as a single operating segment as a technology-based company that is developing social media applications and technologies. In accordance with ASC 280 – “ Segment Reporting ”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer , who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similarities in economic characteristics such as nature of services; and procurement processes. All revenues and expenses as reflected in the accompanying consolidated statements of operations and comprehensive loss are allocated to the one segment. Recent accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. This pronouncement was effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on January 1, 2025 on a prospective basis, and the implementation of this standard is reflected in Note 13. The adoption of this ASU had no impact on the Company’s consolidated financial position, results of operations, or cash flows. F- 15 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software . The amendments in this update require internal-use software development cost capitalization to begin when both of the following occur: management has authorized and committed to funding the software project, and it is probable that the project will be completed and that the software will be used to perform its intended function. The amendments also eliminate the accounting considerations of software development stages. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact ASC 2025-06 will have on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. NOTE 3 – DISCONTINUED OPERATIONS AND DECONSOLIDATION Sale and deconsolidation of RPM Interactive On December 11, 2025, in anticipation of the sale of RPM Interactive as discussed below, the Company entered into a debt forgiveness and capital contribution agreement with RPM Interactive. Pursuant to the agreement, the Company forgave outstanding intercompany debt owed by RPM Interactive of $ 5,221,025 . In accordance with ASC 470-50-40-2, this forgiveness was recorded as a contribution to the capital of RPM Interactive and an investment in subsidiaries on the books of the parent, to facilitate the subsequent merger and deconsolidation. On December 12, 2025, the Company completed a merger pursuant to the Merger Agreement by and among the Company, RPM Interactive, and Avalon. Under the terms of the Merger Agreement, RPM Interactive merged with and into a wholly-owned subsidiary of Avalon, and the Company ceased to have a controlling financial interest in or be a primary beneficiary of RPM Interactive. In consideration for the merger, Avalon issued 19,500 shares of its Series E Preferred Stock to the stockholders of RPM Interactive with an aggregate stated and liquidation value of $ 19,500,000 . Of this total consideration, the Company received 6,561.71 shares of Avalon Series E Preferred Stock, representing an aggregate stated value of $ 6,561,710 . Each share of Series E Preferred Stock has a stated value of $ 1,000 per share and is convertible into shares of Avalon common stock at a conversion price of $ 1.50 per share, subject to certain restrictive periods. Due to the lack of marketability and conversion restrictions, the Company determined that the stated value did not represent the immediate fair value. Utilizing a valuation model incorporating market volume and liquidity constraints, the Company determined the fair value of the Avalon Series E Preferred Stock to be $ 2,920,000 as of the date of the transaction and as of December 31, 2025. This valuation accounted for the estimated time required to liquidate the shares in the open market and the associated marketability discounts. Pursuant to ASC 810-10-40-4, on December 12, 2025, the Company deconsolidated RPM Interactive since it no longer had a controlling financial interest in and was no longer a primary beneficiary of RPM Interactive and RPM Interactive became a wholly-owned subsidiary of Avalon. The Company will have no continuing involvement in RPM Interactive after it has been deconsolidated. Upon the completion of the sale and deconsolidation of RPM Interactive, the Company recognized a gain on deconsolidation of $ 2,875,892 for the year ended December 31, 2025. This gain was calculated as follows: Year Ended December 31, 2025 Fair value of the Avalon Preferred Stock received $ 2,920,000 Less: write-off of Myseum Inc.’s investment in RPM Interactive ( 5,554,358 ) Add: deconsolidation of RPM Interactive’s net liabilities 5,510,250 Gain on deconsolidation $ 2,875,892 For the year ended December 31, 2025, the net loss from discontinued operations of $ 661,365 represents the operating results of RPM Interactive through the date of deconsolidation. In accordance with ASC 205-20, the results of RPM Interactive have been classified as discontinued operations in the Company’s consolidated statements of operations for all periods presented. F- 16 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 In accordance with ASC 205-20, the disposal of RPM Interactive represents a strategic shift away from the development and costs with RPM Interactive products in order to concentrate on the Company’s product offerings. Accordingly, the results of operations of RPM interactive have been classified as discontinued operations in the accompanying consolidated statements of operations for all periods presented. The following table summarizes the results of the discontinued operations for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Operating expenses $ 488,066 $ 2,063,736 Other expenses 173,299 12,963 Loss from discontinued operations ( 661,365 ) ( 2,076,669 ) Gain on sale and deconsolidation of variable interest entities 2,875,892 107 Total gain (loss) from discontinued operations, net $ 2,214,527 $ ( 2,076,592 ) As of December 31, 2025 and 2024, assets and liabilities of discontinued operations consisted of the following: December 31, 2025 December 31, 2024 Assets of discontinued operations: Cash $ - $ 429,714 Prepaid expenses – current - 16,956 Assets of discontinued operations, current portion - 446,670 Intangible assets - 1,050,000 Total assets of discontinued operations $ - $ 1,496,670 Liabilities of discontinued operations: Accounts payable and accrued expenses $ - $ 26,845 Total liabilities of discontinued operations $ - $ 26,845 NOTE 4 – INVESTMENT IN EQUITY SECURITIES On December 12, 2025, in connection with the merger and deconsolidation of RPM Interactive (see Note 3), the Company received 6,561.71 shares of Series E Preferred Stock of Avalon GloboCare Corp. (“Avalon”). Each share of Series E Preferred Stock has a stated value of $ 1,000 per share and is convertible into shares of Avalon common stock at a conversion price of $ 1.50 per share, subject to certain restrictive periods. As the Company does not have the ability to exercise significant influence over Avalon, this investment is recorded at fair value. As of December 31, 2025, the fair value of the Series E Preferred Stock was determined to be $ 2,920,000 . Due to the lack of marketability and conversion restrictions, the Company determined that the stated value did not represent the immediate fair value. Utilizing a valuation model incorporating market volume and liquidity constraints, the Company determined the fair value of the Avalon Series E Preferred Stock to be $ 2,920,000 as of the date of the transaction and as of December 31, 2025. This valuation accounted for the estimated time required to liquidate the shares in the open market and the associated marketability discounts. NOTE 5 – SHORT-TERM INVESTMENTS On December 31, 2025 and 2024, the Company’s short-term investments consisted of the following: December 31, 2025 December 31, 2024 Cost Unrealized Gain Fair Value Cost Unrealized Gain Fair Value US Treasury zero coupon bills $ 2,981,909 $ - $ 2,981,909 $ 2,952,512 $ - $ 2,952,512 Total short-term investments $ 2,981,909 $ - $ 2,981,909 $ 2,952,512 $ - $ 2,952,512 As of December 31, 2025, short-term investments mature between January 2026 and May 2026. F- 17 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 6 – PROPERTY AND EQUIPMENT On December 31, 2025 and 2024, property and equipment consisted of the following: Useful life December 31, 2025 December 31, 2024 Furniture and fixture 5 years $ 56,575 $ 56,575 Computer equipment 3 – 5 years 44,065 39,590 Leasehold improvements 3 years 4,350 4,350 104,990 100,515 Less: accumulated depreciation ( 87,619 ) ( 67,079 ) $ 17,371 $ 33,436 For the years ended December 31, 2025 and 2024, depreciation of property and equipment amounted to $ 20,540 and $ 23,129 , respectively. NOTE 7 – INTERNAL-USE SOFTWARE As of December 31, 2025 and 2024, internal-use software, net consists of the following: Useful Life (Years) December 31, 2025 December 31, 2024 Internal-use software 3 Years $ - $ 1,050,000 Less accumulated amortization - - Internal-use software, net (included in assets of discontinued operations) $ - $ 1,050,000 On October 29, 2024 (the “Closing Date” and measurement date), RPM Interactive entered into and closed on a Share Exchange Agreement (the “Share Exchange Agreement”) with (i) RPM Florida and (ii) the shareholders of RPM Florida (See Note 1). Pursuant to the Share Exchange Agreement, RPM Interactive acquired 100 % of the shares of RPM Florida in exchange for 3,500,000 shares of RPM Interactive’s common stock. RPM Florida is a web publishing company that leverages generative AI systems to offer consumers entertaining gaming apps and podcasting offerings in the sports, finance, entertainment and politics categories. These shares were valued at $ 1,050,000 , or $ 0.30 per share, on the measurement date based on recent sales of shares of RPM Interactive’s common stock. Pursuant to ASU 2017-01 and ASC 805, RPM Interactive analyzed the Exchange Agreement and the business of RPM Florida to determine if RPM Interactive acquired a business or acquired assets. Other than owning certain in-development internal-use software, RPM Florida had no operations or no employees and was not considered a business. Based on this analysis, it was determined that RPM Interactive acquired an asset. No goodwill was recorded since the Exchange Agreement was accounted for as an asset purchase. In accordance with ASC 805, the fair value of the assets acquired is based on either the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident, and thus, more reliably measurable. RPM Interactive used the market price of the 3,500,000 common shares issued of $ 1,050,000 as the fair value of the assets acquired since this value was more clearly evident, and thus, more reliable measurable than the fair value of the assets. This acquisition was treated as an asset acquisition under ASC 805 “ Business Combinations” since RPM Interactive did not meet the definition of a business under ASC 805. ASC 805 requires the use of the relative fair value method for asset acquisitions to allocate the purchase price, however, since only a single internal-use software asset was acquired, the entire purchase price shall be allocated to this asset. During the year ending December 31, 2025, the Company capitalized certain software development costs incurred amounting to $ 196,338 since the Company’s software development projects were in the application development stage. For the year ended December 31, 2025, amortization of intangible assets amounted to $ 20,890 . In accordance with ASC 205-20, this amortization expense is included in loss from discontinued operations on the accompanying consolidated statement of operations. Certain internal-use software was placed in service during August 2025 and such capitalized software development costs are being amortized since then on a straight-line basis over the expected useful life of three years . The internal-use software had not yet been placed in service as of December 31, 2024. Upon the sale and deconsolidation of RPM Interactive on December 12, 2025 (see Note 3), all associated internal-use software assets were removed from the Company’s consolidated balance sheet. Accordingly, the balance of internal-use software as of December 31, 2025 was $ 0 . F- 18 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 8 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES On August 27, 2021, the Company entered into an amendment to its lease agreement with its landlord to modify the facility lease to relocate and increase the square footage of the lease premises. The term of the lease commenced on October 1, 2021 with a new monthly base rent of $ 7,156 plus a pro rata share of operating expenses beginning January 2022. This lease expired on December 31, 2024 . The base rent was subject to 3 % annual increases beginning in the 2 nd and 3 rd lease year as defined in the amended lease agreement. On April 24, 2025, the Company entered into an amendment agreement with the same landlord to modify the facility lease to relocate and reduce the square footage of the lease premises. The term of the lease commenced on May 1, 2025 and shall expire on May 31, 2029 with a new monthly base rent of $ 6,417 plus a pro rata share of operating expenses beginning on June 1, 2025. The base rent is subject to 3 % annual increases beginning in the 2 nd , 3 rd and 4 th lease year as defined in the amended lease agreement. In addition to the monthly base rent, the Company is charged separately for a monthly payment of $ 307 for electrical use which is considered a non-lease component. These non-lease component payments are expensed as incurred and are not included in operating lease assets or liabilities. For the years ended December 31, 2025 and 2024, rent expense amounted to $ 89,383 and $ 90,955 , respectively, and were included in general and administrative expenses. On April 24, 2025, upon the execution of the amendment agreement, the Company recorded right-of-use assets and operating lease liabilities of $ 244,793 . The remaining lease term for the operating lease is 41 months as of December 31, 2025 and the incremental borrowing rate is 14.0 % (based on historical borrowing rates). Right-of- use assets are summarized below: December 31, 2025 December 31, 2024 Office lease $ 244,793 $ 198,898 Less accumulated amortization ( 33,590 ) ( 198,898 ) Right-of-use asset, net $ 211,203 $ - Operating lease liabilities are summarized below: December 31, 2025 December 31, 2024 Office lease $ 244,793 $ 198,898 Reduction of lease liability ( 25,818 ) ( 198,898 ) Total lease liability 218,975 - Less: current portion ( 51,040 ) - Long term portion of lease liability $ 167,935 $ - Minimum lease payments under the non-cancelable operating lease on December 31, 2025 are as follows: For the year ended December 31: 2026 $ 78,540 2027 80,892 2028 83,324 2029 $ 35,060 Total 277,816 Less: present value discount ( 58,841 ) Total operating lease liability $ 218,975 F- 19 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 9 – NOTES PAYABLE On September 17, 2025, RPM Interactive received $ 40,000 from certain investors in exchange for promissory notes (the “Notes”) dated September 17, 2025 (the “Issuance Date”) and warrants (the “Warrants”). The Notes bear interest at the rate of 7.0 % per annum and matures on September 17, 2026 (the “Maturity Date”). Interest on the outstanding principal sum of the Notes commences accruing on the Issuance Date, is computed on the basis of a 365-day year and the actual number of days elapsed, and shall be payable on the Maturity Date. RPM Interactive may prepay the Notes at any time without penalty. The Warrants are exercisable into an amount of shares of RPM Interactive’s common stock at an exercise price that is contingent upon and subject to adjustment based on the per-share price of a future equity financing. The exercise price per share of common stock under the Warrants shall be equal to 50 % of the public offing price per share of common stock in the initial public offering (“IPO”) (or if the IPO involves the issuance only of common stock equivalents, then the conversion, exercise or exchange price of such common stock equivalent for one share of common stock), subject to adjustment . The total number of shares of Warrants was to equal to the quotient of (a) the initial principal amount of the Note purchased by the Holder divided by (ii) the public offing price per share of common stock in the IPO (or if the IPO involves the issuance only of common stock equivalents, then the conversion, exercise or exchange price of such common stock equivalent for one share of common stock. As of December 10, 2025 (see below), the pricing of the contingent future financing has not occurred, and the fair value of the Warrant component is not reliably determinable due to the uncertainty of the future inputs. Accordingly, the full proceeds of $ 40,000 from the offering were initially recorded as Notes Payable. Upon the occurrence of the future financing, RPM Interactive would have been required to evaluate the Warrants and potentially allocate the proceeds between the Notes and the Warrants, which may have resulted in recording a debt discount on the Notes and a corresponding increase to paid-in capital. On December 10, 2025, RPM Interactive entered into exchange agreements with the holders of the Notes and Warrants. Pursuant to these agreements, the aggregate outstanding principal of $ 40,000 and all unpaid accrued interest were exchanged for a total of 400,000 shares of RPM Interactive common stock. Upon the issuance of these shares, all obligations under the Notes and Warrants were extinguished in full. This exchange was recorded at the carrying value of the debt and accrued interest and no gain or loss was recognized. During the year ended December 31, 2025, the Company recorded $ 752 in interest expense related to these Notes. In accordance with ASC 205-20, this interest expense has been classified within interest expense from discontinued operations on the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2025, following the debt extinguishment and the subsequent deconsolidation of RPM Interactive (see Note 3), the outstanding principal balance and accrued interest payable of the notes payable is $ 0 . NOTE 10 – RELATED PARTY TRANSACTIONS Due to Related Party The Company’s officer, Mr. Darin Myman, from time to time, provided advances to the Company for working capital purposes. On December 31, 2025 and 2024, the Company had no payable to the officer. Other See Note 12 for Employment Agreement with the Company’s chief executive officer, Darin Myman . During the years ended December 31, 2025 and 2024, the wife of the Company’s chief executive officer was employed as an executive secretary and earned $ 72,000 and $ 72,000 , respectively. Additionally, during the years ended December 31, 2025 and 2024, the daughter of the Company’s chief executive officer was employed and earned $ 52,000 and $ 42,900 , respectively. On January 10, 2024, VR Interactive LLC (“VR Interactive”), a company 45 % owned by Darin Myman, the Company’s CEO and 3.75 % owned by Peter Shelus, the Company’s chief technology officer and director, purchased 8,000,000 shares of RPM Interactive from the Metabizz shareholders for cash amounting to $ 120,000 . Mr. Myman is a partner in VR Interactive. Therefore, VR Interactive, a related party, became a 25 % non-controlling interest in RPM Interactive. F- 20 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 NOTE 11 – STOCKHOLDERS’ EQUITY Shares Authorized The authorized capital stock consists of 200,000,000 shares, of which 180,000,000 are shares of common stock and 20,000,000 are shares of preferred stock. 2021 Omnibus Equity Incentive Plan On July 26, 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (the “2021 Equity Plan”) and authorized the reservation of 200,000 shares of common stock for future issuances under the 2021 Equity Plan. The 2021 Equity Plan provides that the Company may grant options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards or any combination of the foregoing. On December 19, 2022, the Company held its 2022 annual meeting of stockholders, and the shareholders approved to amend the 2021 Equity Plan to increase the number of shares reserved for issuances thereunder to 300,000 shares from 200,000 . On November 10, 2023, the board of directors of the Company approved the adoption of the Amended and Restated 2021 Equity Plan, the sole purpose of which was to remove any inadvertent references to the Company being a Delaware corporation or the 2021 Equity Plan being governed under Delaware law and to properly state that the Company is a Nevada corporation and that the 2021 Equity Plan is governed by Nevada law. On December 13, 2024, the Company held its 2024 annual meeting of stockholders, and the shareholders approved to amend the 2021 Equity Plan to increase the number of shares reserved for issuances thereunder to 600,000 shares from 300,000 . On August 6, 2025, the Company held its 2025 annual meeting of stockholders, and the shareholders approved to amend the 2021 Equity Plan to increase the number of shares reserved for issuances thereunder to 1,000,000 shares from 600,000 . Preferred Stock Series A Preferred Stock In August 2016, the Company designated one share of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which has a stated value equal to $1.00 as may be adjusted for any stock dividends, combinations or splits. Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty-nine one hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote. The Series A Preferred Stock does not convert into securities of the Company. The Series A Preferred Stock does not contain any redemption provision. In the event of liquidation of the Company, the holder of Series A Preferred shall not have any priority or preferences with respect to any distribution of any assets of the Company and shall be entitled to receive equally with the holders of the Company’s common stock. As of December 31, 2025 and 2024, there were no Series A Preferred Stock outstanding. Series B Preferred Stock On August 4, 2023, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series B Preferred Stock (the “Series B COD”) with the Secretary of State of the State of Nevada designating 2,000,000 shares of preferred stock as Series B (the “Series B Preferred”). The outstanding shares of Series B Preferred Stock shall have 10 votes per share and shall vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to the Authorized Stock Increase (as defined in the Series B COD) and shall not be entitled to vote on any other matter. The shares of Series B Preferred Stock shall be voted, without action by the holder, on the Authorized Stock Increase in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Authorized Stock Increase. The Series B Preferred shall not have the right to vote and/or consent on any matter other than an Authorized Stock Increase Proposal. The Series B Preferred Stock shall not be entitled to participate in any distribution of assets or rights upon any liquidation, dissolution or winding up of the Company, shall not be convertible into Common Stock or any other security of the Company, and shall not be entitled to any dividends or distributions. F- 21 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 The outstanding shares of Series B preferred shall be redeemed in whole, but not in part (i) if such redemption is ordered by the board of directors, or (ii) automatically and effective immediately after the effectiveness of an anticipated Authorized Stock increase. The aggregate consideration payable for the outstanding Series B Preferred redeemed in the redemption shall be $ 10 in cash (the “Redemption Price”). From and after the time at which the shares of Series B Preferred Stock is called for Redemption (whether automatically or otherwise) in accordance with Series B COD, such shares of Series B Preferred Stock shall cease to be outstanding, and the only right of the former holder of such shares of Series B Preferred Stock, as such, will be to receive the applicable Redemption Price. The shares of Series B Preferred Stock redeemed by the Company pursuant to the Series B COD shall be automatically retired and restored to the status of an authorized but unissued share of Preferred Stock, effective immediately after such Redemption. On August 4, 2023, the Company issued 2,000,000 of Series B preferred for aggregate cash of $ 1,000 . As of December 31, 2024, there were 2,000,000 shares of Series B Preferred Stock outstanding. Pursuant to the automatic cancellation terms set forth in the Certificate of Designation, Rights and Limitations, in 2025 all 2,000,000 shares of Series B Preferred Stock were deemed cancelled and retired due to an authorized stock increase. As of December 31, 2025, there were no shares of Series B Preferred Stock issued or outstanding. These shares have been restored to the status of authorized but unissued shares of Preferred Stock. No consideration was paid by the Company in connection with this cancellation. Common Stock 2024 Sale of Common Stock and Warrants On January 16, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC (the “Representative”), as the representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 382,972 shares of the Company’s common stock (the “Shares”) and pre-funded warrants to purchase up to 590,000 shares of Common Stock (the “Pre-Funded Warrants”). The public offering price for each share of Common Stock was $ 1.85 for aggregate gross proceeds of $ 708,498 , and public offering price for the Pre-Funded Warrants was $ 1.8499 for each Pre-Funded Warrant for aggregate gross proceeds of $ 1,091,441 . In connection with this Offering, the Company raised aggregate gross proceeds of $ 1,799,939 and received net proceeds of $ 1,420,773 , net of Underwriters discounts and offering costs of $ 279,166 and legal fees of $ 100,000 . The per share exercise price for the Pre-Funded Warrants was $ 0.0001 and the Pre-Funded Warrants were exercisable immediately. The Underwriters immediately exercised the 590,000 Pre-Funded Warrants and the Underwriters received 589,981 shares of Common Stock since the exercise was cashless. The Pre-Funded Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system. The Company is using the net proceeds from the Offering for general corporate purposes, for sales and marketing and for research and development. The Underwriting Agreement contained customary representations, warranties and covenants made by the Company. It also provided for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers entered into “lock-up” agreements with the Representative that generally prohibit, without the prior written consent of the Representative and subject to certain exceptions, the sale, transfer or other disposition of securities of the Company until July 17, 2024. Further, pursuant to the terms of the Underwriting Agreement, the Company agreed for a period of 180 -days from the closing date, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of capital stock of the Company or any securities convertible or exercisable or exchangeable for shares of capital stock of the Company; (ii) file any registration statement; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. F- 22 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 During the year ended December 31, 2024, RPM Interactive entered into a Securities Purchase Agreements with institutional and accredited investors, pursuant to which RPM Interactive sold an aggregate of 3,247,326 shares of RPM Interactive’s common stock, par value $ 0.0001 per share for an aggregate purchase price of $ 974,198 , or $ 0.30 per share. 2025 Common Stock Sold for Cash On January 7, 2025, the Company entered into an engagement agreement with The Benchmark Company, LLC, as exclusive placement agent (“Benchmark” or the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0 % of the gross proceeds from the sale of securities in the Offering and a non-accountable expense allowance equal to 1.0 % of the gross proceeds raised in the Offering. The Company also agreed to issue the Placement Agent (or its designees) a warrant (the “Placement Agent Warrant”) to purchase up to 5 % of the aggregate number of shares of Common Stock sold in the offering or warrants to purchase up to 60,000 shares of 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. In addition, the Company agreed to pay the Placement Agent $ 80,000 for legal expenses and other out-of-pocket expenses. On January 8, 2025, in connection with the Benchmark engagement letter, 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 (the “Shares”) of common stock of the Company (the “Common Stock”), at a purchase price of $ 4.25 per share of Common Stock (the “Offering”), for gross proceeds from the offering of $ 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 sales of these securities under the Purchase Agreement took place on January 9, 2025 and the Company received net proceeds of $ 4,532,000 after deducting placement fees and expenses of $ 568,000 . The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. Equity Sales Agreement On February 10, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (“Benchmark”) to sell shares of the Company’s common shares (the “Shares”) having an aggregate sales price of up to $ 6,000,000 , from time to time, through an “at the market offering” program under which Benchmark will act as sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. On February 6, 2026, the Company entered into an amendment to the Sales Agreement to reflect the filing of a new registration statement on Form S-3 (File No. 333-291818). Under the amended agreement, the Company may offer and sell shares having an aggregate offering price of up to $ 3,500,000 . The Company will pay Benchmark a commission rate equal to 4.0 % of the aggregate gross proceeds from each sale of Shares; provided however, that in the event that the amount of Shares sold under the Sales Agreement increases to $ 1 million or more, then the commission rate will be reduced to 3 %. In addition, the Company agreed to provide Benchmark with customary indemnification and contribution rights. The Company will also reimburse Benchmark for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto. The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. F- 23 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $ 3,500,000 and (2) the termination of the Sales Agreement by either us or Benchmark, as permitted therein. The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-291818) filed by the Company with the SEC on November 26, 2025 and declared effective by the SEC on December 3, 2025. On March 27, 2025, the Company issued 750,000 shares of its common stock to Benchmark to be held and issued to future investors pursuant to the Sales Agreement. As of December 31, 2025, no proceeds from the sale of these shares have been received. These shares are not considered issued and outstanding for accounting purposes, Upon the receipt of proceeds from the sale of the common shares, the Company shall record the net proceeds from the sale of such shares to additional paid-in capital. During the year ended December 31, 2025, the Company paid $ 54,028 of offering costs related to the Sales Agreement and capitalized an additional $ 24,617 related to the preparation of the new registration statement, which has been reflected as part of deferred offering costs on the accompanying consolidated balance sheet as of December 31, 2025 (See Note 2 – Deferred Offering Costs). The sale Agreement is still active and the Company plans on raising capital pursuant to the Sales Agreement in the future. 2023 Stock Repurchase Plan On January 6, 2023, the Board of Directors of the Company approved a stock repurchase program authorizing the purchase of up to $ 2 million of the Company’s common stock (the “2023 Stock Repurchase Program”). In connection with the 2023 Stock Repurchase Program, during the year ended December 31, 2023, the Company purchased 66,945 shares of its common stock for $ 397,969 , or at an average price of $ 5.94 per share, which has been reflected as treasury stock on the accompanying consolidated balance sheet on December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, the Company did not purchase any treasury shares. Common Stock Issued for Professional Services On July 25, 2023, the Company issued 19,802 of its common shares pursuant to a one-year consulting agreement. These shares were valued at $ 100,000 , or a per share price of $ 5.05 , based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, during the years ended December 31, 2025 and 2024, the Company recorded stock-based professional fees of $ 0 and $ 56,720 , respectively. On January 25, 2024, RPM Interactive entered into a 9-month consulting agreement with an individual for business development, financial and market due diligence services to be rendered over the term of the agreement. In connection with this consulting agreement, RPM Interactive issued 1,500,000 of its shares for services to be rendered. The RPM Interactive shares were valued at $ 22,500 , or $ 0.015 per shares, based on the sale of the RPM Interactive shares in a private transaction. In the connection with the issuance of these shares, during the year ended December 31, 2024, the Company recorded stock-based compensation of $ 22,500 . As this expense related to RPM Interactive, it has been reclassified to loss from discontinued operations for the year ended December 31, 2024, on the accompanying consolidated statements of operations to conform to the current year’s presentation (see Note 3). On September 9, 2025, the Company entered into a 6-month consulting agreement for media campaign services to the Company. As compensation to the consultant, the Company shall pay $ 25,000 per month for six months and issued 55,000 of its common shares. These shares were valued at $ 111,650 or $ 2.03 per share, based on the underlying market value of the share price on the date of the issuance which is on September 9, 2025. In December 2025, the agreement was terminated upon breach by consultant due to the nonperformance of services. In connection with the issuance of these shares, during the year ended December 31, 2025, the Company recorded stock-based professional fees of $ 111,650 . F- 24 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 RPM Interactive Shares Issued for Asset Purchase – discontinued operations On October 29, 2024, in connection with a Share Exchange Agreement, RPM Interactive issued 3,500,000 shares of its common stock for an asset acquisition valued at $ 1,050,000 , or $ 0.30 per share, on the measurement date based on recent sales of shares of RPM Interactive’s common stock (See Note 7). Cancellation of RPM Interactive Shares On January 14, 2025, the Company agreed to cancel 3,500,000 shares of RPM Common Stock for no consideration. RPM Interactive Share Exchange On December 10, 2025, RPM Interactive entered into exchange agreements with the holders of the Notes. Pursuant to these agreements, the aggregate outstanding principal of $ 40,000 and all unpaid accrued interest were exchanged for a total of 400,000 shares of RPM Interactive common stock. Upon the issuance of these shares, all obligations under the Notes and Warrants were extinguished in full. This exchange was recorded at the carrying value of the debt and accrued interest of $ 40,752 and no gain or loss was recognized. For the year ended December 31, 2025, the Company recorded $ 752 in interest expense related to these Notes. In accordance with ASC 205-20, this expense is classified within loss from discontinued operations on the accompanying consolidated statement of operations. Following the exchange and the subsequent sale of RPM Interactive on December 12, 2025, the Company has no further obligations under these Notes. As of December 31, 2025, the outstanding principal balance and accrued interest payable is $ 0 . Stock Options 2024 During the year ended December 31, 2024, accretion of stock-based expense related to stock options, which is net of the reversal of previously recognized stock-based expense due to forfeiture, amounted to $ 66,580 , of which $ 16,816 was recorded in compensation and related expenses and $ 49,764 was recorded in professional and consulting expenses as reflected in the consolidated statements of operations. 2025 On January 14, 2025, the Company granted an aggregate of 260,000 options to purchase the Company’s common stock, consisting of 30,000 options to the Company’s board of directors and 230,000 options to an officer and employees of the Company. The options each have a term of 10 years from the date of grant and are exercisable at an exercise price of $ 5.50 per share. The options vest in equal 25 % installments every 6 months beginning on the 6-month anniversary of the date of grant. The stock options were valued at $ 1,239,324 on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. On June 8, 2025, the Company granted an aggregate of 65,000 options to purchase the Company’s common stock, consisting of 45,000 options to the employees of the Company and 20,000 options to consultants of the Company. The options each have a term of 5 years from the date of grant and are exercisable at an exercise price of $ 4.00 per share. The options vest in equal 25 % installments every 6 months beginning on the 6-month anniversary of the date of grant. The stock options were valued at $ 159,575 on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense and stock-based professional fees over the vesting period. F- 25 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 On August 18, 2025, the Company granted an aggregate of 265,000 options to purchase the Company’s common stock to the board of directors and officers of the Company. The options each have a term of 5 years from the date of grant and are exercisable at an exercise price of $ 3.00 per share. The options vest in equal 25 % installments every 6 months beginning on the 6-month anniversary of the date of grant. The stock options were valued at $ 490,955 on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based compensation expense over the vesting period. During the year ended December 31, 2025, accretion of stock-based expense related to stock options amounted to $754,675 of which $ 740,705 was recorded in compensation and related expenses and $ 13,970 was recorded in professional and consulting expenses as reflected in the consolidated statements of operations. As of December 31, 2025, a balance of $ 1,116,289 remains to be expensed over future vesting periods related to unvested stock options issued for services to be expensed over a weighted average period of 1.39 years. During the year ended December 31, 2025, the stock options were valued at the grant date using a Black-Scholes option pricing model with the following assumptions. The Company did not issue any stock options during the year ended December 31, 2024. The simplified method was used for the expected option term and expected volatility was based on historical volatility: 2025 Dividend rate - Estimated expected term (in years) 3.5 to 6 years Volatility 164.0 % to 189.1 % Risk—free interest rate 3.73 % to 4.59 % The following is a summary of the Company’s stock option activity for the years ended December 31, 2025 and 2024 as presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance on December 31, 2023 158,670 $ 105.30 3.12 Cancelled ( 44,100 ) 49.13 - Balance on December 31, 2024 114,570 126.92 2.08 Granted 590,000 4.21 Cancelled ( 12,750 ) ( 34.07 ) - Balance on December 31, 2025 691,820 $ 23.94 5.69 Options exercisable on December 31, 2025 186,820 $ 77.73 4.10 Weighted average fair value of options granted during the 2025 period $ 3.20 On December 31, 2025, the aggregate intrinsic value of options outstanding was $ 0 . Common Stock Warrants On January 16, 2024, in connection with the Underwriting Agreement, the Company sold pre-funded warrants to purchase up to 590,000 shares of Common Stock (the “Pre-Funded Warrants”). The public offering price was $ 1.8499 for each Pre-Funded Warrant for aggregate gross proceeds of $ 1,091,441 . The per share exercise price for the Pre-Funded Warrants was $ 0.0001 and the Pre-Funded Warrants were exercisable immediately. The Underwriters immediately exercised the 590,000 Pre-Funded Warrants and the Underwriters received 589,981 shares of Common Stock since the exercise was cashless. F- 26 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 On January 7, 2025, in connection with the engagement agreement with The Benchmark Company, LLC (“Benchmark” or the “Placement Agent”), the Company issued the Placement Agent a warrant (“Placement Agent Warrant”) to purchase up to 60,000 shares of 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. A summary of the Company’s outstanding stock warrants, including 44,252 Series A public warrants, is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance on December 31, 2023 67,385 $ 49.80 2.65 Granted 590,000 Cancelled ( 590,000 ) Balance on December 31, 2024 67,385 49.80 1.65 Granted 60,000 4.25 - Exercised - - - Balance on December 31, 2025 127,385 $ 28.35 2.23 Warrants exercisable on December 31, 2025 127,385 $ 28.35 2.23 On December 31, 2025, the aggregate intrinsic value of warrants outstanding was $ 0 . NOTE 12 – COMMITMENTS AND CONTINGENCIES Operating Lease Agreement See Note 8 for disclosure on the Company’s operating lease for its offices. Employment Agreement Chief Executive Officer of Myseum, Inc. On August 27, 2021 (the “Effective Date”), the Company entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant to which Mr. Myman’s (i) base salary will increase to $ 450,000 per year, and (ii) Mr. Myman may be entitled to receive an annual bonus in an amount up to $ 350,000 , which annual bonus may be increased by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). The Employment Agreement provides for a term of one (1) year (the “ Initial Term ”) from the date of the Effective Date and shall automatically be extended for additional terms of one (1) year each (each a “ Renewal Term ”) unless either party gives prior written notice of non-renewal to the other party no later than six (6) months prior to the expiration of the Initial Term, or the then current Renewal Term, as the case may be. In addition, pursuant to the Employment Agreement, upon termination of Mr. Myman’s employment for death or Total Disability (as defined in the Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Payments”), Mr. Myman shall be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Myman elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr. Myman’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Myman was a participant as of the date of his termination (together with the Payments, the “Severance”). Furthermore, pursuant to the Employment Agreement, upon Mr. Myman’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the Employment Agreement), (ii) termination by the Company without Cause (as defined in the Employment Agreement) or (iii) termination of Mr. Myman’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Employment Agreement), Mr. Myman shall receive the Severance; provided, however, Mr. Myman shall be entitled to a pro-rated Annual Bonus of at least $ 200,000 . In addition, any equity grants issued to Mr. Myman shall immediately vest upon termination of Mr. Myman’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Myman, without Cause. During the years ended December 31, 2025 and 2024, the compensation committee of the board of directors of the Company approved and the Company recorded a bonus to the Company’s chief executive officer in the amount of $ 350,000 and $ 300,000 , respectively. F- 27 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Ambassador Settlement Prior to the Company’s IPO, the Company initiated a proposed “Ambassador Program” as a means to reward early investors for being Company brand ambassadors, helping the Company create value by using and letting others know about the Company and its products. However, the program never came to full fruition. In connection with a recent review and evaluation of this initiative, management made a determination regarding the value of what the eligible investors would have received. As a result, the Company made outreach to these investors to provide them with an opportunity to claim their reward payments, and distributions began in January 2025. The maximum estimated total potential distribution under this program is expected to be approximately $ 86,246 . However, the actual distribution amount may be lower if less than all contacted shareholders claim their reward payments. The claim of reward payments has no expiration date. Such claim shall be recorded as settlement expense which is included in general and administrative expenses on the accompanying statement of operation and comprehensive loss. During the year ended December 31, 2025, the Company recorded settlement expense of $ 9,817 and paid settlement expenses of $ 22,105 . During the year ended December 31, 2024, the Company accrued $ 76,428 of such claim and recorded settlement expense of $ 76,428 , which is included and general and administrative expenses on the accompanying statement of operation and comprehensive loss. In December 2025, based on a management assessment of actual participation and claim patterns, the Company reduced the liability by $ 62,658 and recognized a corresponding gain on extinguishment of liabilities, which is included in other income (expense) on the accompanying consolidated statement of operations. As of December 31, 2025 and 2024, the Company’s accrued balance of such claim was $ 1,482 and $ 76,428 , respectively, which is included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. NOTE 13 – INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets on December 31, 2025 and 2024 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The Company has incurred aggregate net operating losses of approximately $ 33,668,721 for income tax purposes as of December 31, 2025. The net operating losses carry forward for United States income taxes, which may be available to reduce future years’ taxable income. Management believes that the realization of the benefits from these losses appears unlikely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100 % valuation allowance on the deferred tax asset resulting from the net operating losses to reduce the asset to zero . Management will review this valuation allowance periodically and make adjustments as necessary. The components of loss before income taxes were as follows: 2025 2024 Domestic $ ( 3,040,119 ) $ ( 5,025,007 ) Total loss before income taxes $ ( 3,040,119 ) $ ( 5,025,007 ) The Company has not recorded a current or deferred tax provision for years ended December 31, 2025 and 2024. The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025: Year Ended December 31, 2025 Amount Percentage Income tax benefit at U.S. statutory rate $ ( 638,425 ) $ ( 21.0 )% Income tax benefit – State ( 152,006 ) ( 5.0 )% Non-deductible expenses 225,245 7.4 % Change in valuation allowance 565,186 18.6 % Total provision for income tax $ - $ - F- 28 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the federal statutory income tax rate as follows: Year Ended December 31, 2024 Amount Percentage Income tax benefit at U.S. statutory rate $ ( 1,055,252 ) ( 21.0 )% Income tax benefit – State ( 251,250 ) ( 5.0 )% Non-deductible expenses 81,214 1.6 % Change in valuation allowance 1,225,288 24.4 % Total provision for income tax $ - The Company’s approximate net deferred tax asset on December 31, 2025 and 2024 was as follows: Deferred Tax Asset: December 31, 2025 December 31, 2024 Net operating loss carryforward $ 8,753,867 $ 8,188,681 Valuation allowance ( 8,753,867 ) ( 8,188,681 ) Net deferred tax asset $ - $ - Of the $ 33,668,721 of available net operating losses, $ 1,403,306 begins to expire in 2034 and $ 32,265,415 which were generated after 2018 can be utilized indefinitely subject to annual usage limitations. The Company provided a valuation allowance equal to the deferred income tax asset for the years ended December 31, 2025 and 2024 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $ 565,186 and $ 1,225,288 in years 2025 and 2024. F- 29 MYSEUM, INC. AND SUBSIDIARIES AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 and 2024 Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2022, 2023, 2024 and 2025 Corporate Income Tax Returns are subject to Internal Revenue Service examination. NOTE 14 – SUBSEQUENT EVENTS First Amendment to Equity Sales Agreement On February 6, 2026, the Company entered into a First Amendment to Sales Agreement (the “First Amendment”) with Benchmark, which amends the Sales Agreement dated February 10, 2025. The First Amendment was executed to (i) reflect the Company’s name change to Myseum, Inc. and (ii) update the shelf registration statement to Form S-3 (File No. 333-291818), which was filed on November 26, 2025, and declared effective on December 3, 2025. Under the Sales Agreement, as amended, the Company may offer and sell shares of common stock having an aggregate sales price of up to $ 3,500,000 through an “at the market offering” program. Concurrently with the First Amendment, the Company filed a prospectus supplement dated February 6, 2026, in connection with the offer and sale of the Shares. All other material terms of the original Sales Agreement remain in full force and effect (see Note 11). Common Shares and Warrants issued for Services On March 5, 2026, pursuant to a 6-month marketing services agreement, the Company granted 200,000 warrants to purchase 200,000 shares of the Company’s common stock to a consultant for investor relations services. The warrants have a term of 2 years from the date of grant, are exercisable at an exercise price of $ 2.00 per share, and vest immediately. The warrants will be valued on the grant date using a Black-Scholes option pricing model which will be recognized as stock-based professional fees over the term of the agreement. On March 2, 2026, the Company issued 60,000 of its common shares pursuant to a one-year consulting agreement. These shares were valued at $ 111,000 , or a per share price of $ 1.85 , based on the quoted closing price of the Company’s common stock on the measurement date, which will be recognized as stock-based professional fees over the term of the agreement. F- 30