Current Report Filing (8-k)
October 19 2022 - 5:01PM
Edgar (US Regulatory)
0001036848
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0001036848
2022-10-18
2022-10-18
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xbrli:shares
iso4217:USD
xbrli:shares
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):
October 18, 2022
MEGA MATRIX CORP.
(Exact name of registrant as specified in its charter)
Delaware |
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001-13387 |
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94-3263974 |
(State or Other Jurisdiction
of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real,
Bldg. 4, Suite 200, Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
650-340-1888
(Registrant’s telephone number, including
area code)
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 (see
General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
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MTMT |
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NYSE American Exchange LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
On October 18, 2022, the Company completed a private
placement (the “Private Placement”) to certain accredited investors (the “Purchasers”), of an aggregate of 4,400,000
shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at
a price of $1.00 per share for aggregate gross proceeds to the Company of approximately $4.4 million, before deducting estimated offering
expenses payable by the Company, pursuant to the terms and conditions of the Securities Purchase Agreement, dated as of September 29,
2022 (the “Purchase Agreement”) described in the Company’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the “SEC”) on September 30, 2022. The Company issued the shares of Common Stock in reliance on the exemption
from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation S thereunder.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)
on September 30, 2022, and is incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure.
On October 19, 2022,
the Company issued a press release announcing the closing of the Private Placement. The press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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.
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Mega Matrix Corp. |
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a Delaware corporation |
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By: |
/s/ Yucheng Hu |
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Yucheng Hu, Chief Executive Officer |
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Dated: October 19, 2022 |
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