Amendment No. 4

DATCHAT, INC.

$50,000 MINIMUM OFFERING AMOUNT (25,000 SHARES OF COMMON STOCK)

$50,000,000 MAXIMUM OFFERING AMOUNT (25,000,000 SHARES OF COMMON STOCK)

Explanatory Note

This Amendment to Form 1-A for the above registrant is being filed pursuant to Rule 252(f)(iii) as follows:

252(f) Amendments. (1)(i) Amendments to an offering statement must be signed and filed with the Commission in the same manner as the initial filing. Amendments to an offering statement must be filed under cover of Form 1-A and must be numbered consecutively in the order in which filed.

(iii) Amendments solely relating to Part III of Form 1-A must comply with the requirements of paragraph (f)(1)(i) of this section, except that such amendments may be limited to Part I of Form 1-A, an explanatory note, and all of the information required by Part III of Form 1-A.

Accordingly, we have filed all of Part I of Form 1-A and all of the information required by Part III of Form 1-A, as set forth below.

The filing is being made to file the opinion of Lucosky Brookman LLP.

The date of this filing is January 31, 2017 

PART III

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Brunswick, State of New Jersey, on this 31^st day of January, 2017.  

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

III-2

Exhibit 12.1

January 31, 2017

DatChat, Inc.

65 Church Street, Second Floor

New Brunswick, NJ 08901

RE: DatChat, Inc. Offering Statement on Form 1-A (File No. 024-10613)

Ladies and Gentlemen:

We have acted as counsel to DatChat, Inc., a Nevada corporation (the “Company”), in connection with the filing of the referenced Offering Statement (as amended from time to time, the “Offering Statement”) under Regulation A of the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Offering Statement relates to the proposed offering and sale of up to 25,000,000 shares of common stock, including those shares being offered by existing shareholders pursuant to the Offering Statement, par value $0.0001 per share, of the Company (the “Shares”).

In connection with this opinion letter, we have examined: (i) the Offering Statement; and originals, or copies certified or otherwise identified to our satisfaction; and the (ii) the Articles of Incorporation and the Bylaws of the Company, as amended, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that: (i) the Shares have been duly authorized by the Company; (ii) the portion of the Shares being offered by existing shareholders of the Company were, when issued by the Company, fully paid and non-assessable and, (iii) the portion of the Shares being issued pursuant to the Offering Statement by the Company, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Offering Statement, will be validly issued, fully paid and non-assessable. 

The opinions expressed herein are limited to the laws of the States of New York and New Jersey.

We hereby consent to the use of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to us under the caption “Legal Matters” in the Offering Circular included in the Offering Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.