Form 8-K

8-K — Myseum.AI, Inc.

Accession: 0001213900-26-086152

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001648960

SIC: 4822 (TELEGRAPH & OTHER MESSAGE COMMUNICATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0300914-8k_myseum.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO AMENDED AND RESTATED 2021 OMNIBUS EQUITY INCENTIVE PLAN (ea030091401ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0300914-8k_myseum.htm · Sequence: 1

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 6, 2026

MYSEUM.AI,

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40729

47-2502264

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.

R. S. Employer

Identification No.)

Church Street, Suite 230

New

Brunswick, NJ 08901

(Address

of principal executive offices, including ZIP code)

(732)

374-3529

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol(s)

Name

of each exchange on which registered:

Common

Stock, $0.0001 par value

MYSE

The

Nasdaq Stock Market LLC

Series

A Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $49.80

MYSEW

The

Nasdaq Stock Market LLC

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

the Annual Meeting (as defined below) of Myseum.AI, Inc. (the “Company”), shareholders approved an amendment to the Myseum.AI,

Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common

stock reserved for issuance thereunder to 2,000,000 from 1,000,000 shares (the “Plan Amendment”).

The

foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which

is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item

5.07. Submission of Matters to a Vote of Security Holders.

August 6, 2026, the Company held its 2026 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding

a shareholder vote on Proposals 1, 2, 3, and 4 set forth below. On the record date for the Annual Meeting of June 12, 2026, there were

5,196,430 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 2,444,623

shares of the Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The

final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s

Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 23, 2026, are as follows:

Proposal

1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the five nominees

for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly

elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five

directors were as follows:

Nominee

For

Withheld

Broker

Non-Votes

Darin

Myman

892,211

19,700

1,532,712

Peter

Shelus

894,117

17,794

1,532,712

Carly

Luogameno

889,343

22,568

1,532,712

Joseph

Nelson

891,422

20,489

1,532,712

Wayne

Linsley

864,346

47,565

1,532,712

Proposal

2. At the Annual Meeting, the shareholders approved the ratification of the appointment of Salberg & Company, P.A. (“Salberg”)

as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the

votes to approve Salberg was as follows:

For

Against

Abstentions

Broker

Non-Votes

2,417,733

19,176

7,714

Proposal

3. At the Annual Meeting, the shareholders approved an amendment to the 2021 Plan to increase the number of shares of common stock

reserved for issuance thereunder to 2,000,000 shares from 1,000,000 shares. The result of the votes to approve the Plan Amendment was

as follows:

For

Against

Abstentions

Broker

Non-Votes

684,374

218,458

9,079

1,532,712

Proposal

4. At the Annual Meeting, the shareholders granted the Company’s board of directors the authority, at its discretion, to effect

a reverse split of the Company’s outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25,

without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the board

of directors in its discretion and to be effected, if at all, in the sole discretion of the board of directors at any time before August 6,

2027 without further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”).

The result of the votes to approve the Reverse Stock Split Proposal was as follows:

For

Against

Abstentions

Broker

Non-Votes

1,400,069

749,474

295,080

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit

No.

Description

of Exhibit

10.1

Amendment No. 1 to Amended and Restated 2021 Omnibus Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August 6, 2026

MYSEUM.AI,

INC.

/s/

Darin Myman

Darin

Myman

Chief

Executive Officer

EX-10.1 — AMENDMENT NO. 1 TO AMENDED AND RESTATED 2021 OMNIBUS EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea030091401ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1

MYSEUM.AI, INC.

AMENDED AND RESTATED

2021 OMNIBUS EQUITY INCENTIVE PLAN

Myseum.AI,

Inc., a Nevada corporation (the “Company”), hereby amends its Amended and Restated 2021 Equity Incentive Plan, as

amended (the “Plan”) as set forth below, which amendments shall be effective as the date set forth below, but if and

only if the Company’s shareholders approve such amendment in accordance with applicable law:

Section

4(a) of the Plan shall be amended and restated in its entirety to read:

(a)

Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted

under the Plan shall be 2,000,000 shares of Common Stock; provided, that, shares of Common Stock issued under the Plan

with respect to an Exempt Award shall not count against such share limit.

Section

4(c) of the Plan shall be amended and restated in its entirety to read:

(c)

No more than 2,000,000 Shares shall be issued pursuant to the exercise of ISOs.

All

capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Plan. Except as specifically

provided herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof except that

the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth in this Amendment

No. 1. Upon the effectiveness of this Amendment No. 1, each reference in the Plan to “the Plan,” “hereunder,”

“herein,” or words of similar import shall mean and be a reference to the Plan, as amended.

Each

provision of this Amendment No. 1 shall be considered severable and if for any reason any provision or provisions herein are determined

to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair

the operation of or affect those portions of this Amendment No. 1 that are valid, enforceable and legal.

This

Amendment No. 1 shall be governed in accordance with the laws of Nevada.

*****

The

Company has caused this Amendment No. 1 to be executed effective as of August 6, 2026.

MYSEUM.AI,

INC.

By:

/s/

Darin Myman

Darin

Myman

Chief

Executive Officer

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