Form 8-K - Current report
December 20 2023 - 5:00PM
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0001036848
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2023-12-15
2023-12-15
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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):
December 15, 2023
MEGA MATRIX CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-13387 |
|
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 |
|
MPU |
|
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
8.01. OTHER EVENTS.
On
December 15, 2023 (“Effective Date”), Saving Digital Pte. Ltd., a Singapore exempt private company and a wholly-owned subsidiary
of Mega Matrix Corp. (the “Licensor”), entered into a License Agreement (“Agreement”) with Marsland Global Limited,
a British Virgin Islands company (the “Licensee”). The Licensor currently owns 30% of the voting stock of the Licensee. This
Agreement is governed by the laws and regulations of Singapore.
Pursuant
to the License Agreement, the Licensor granted the Licensee a license to use the two trademarks known as “MarsProtocol” (collectively,
the “Trade Marks”) and all associated intellectual property rights for the Licensee’s business activities, subject to
the terms and conditions outlined in this Agreement. The license fee will be paid on an annual basis of S$10,000 (Singapore Dollars 10,000)
on or before each anniversary of the Effective Date during the term of the Agreement. The Licensor has agreed to waive the annual license
fee for the first year. This Agreement is a perpetual agreement, and either party may terminate it at any time, for any reason, provided
that at least a 10-day notice is given.
A
copy of the License Agreement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial
Statement and Exhibits.
(d)
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.
|
Mega Matrix Corp. |
|
a Delaware corporation |
|
|
|
|
By: |
/s/ Yucheng Hu |
|
|
Yucheng Hu, Chief Executive Officer |
Dated: December 20, 2023
2
Exhibit 99.1
LICENCE AGREEMENT
TO USE “MARSPROTOCOL”
TRADE MARKS
THIS AGREEMENT (the “Agreement”)
is dated December 15, 2023 (the “Effective Date”)
Parties
| 1. | SAVING DIGITAL PTE. LTD. (Singapore Unique
Entity No. 202122238R), a company incorporated in Singapore with its registered address at 88 Market Street, #21, Singapore 048948 (the
“Licensor”); and |
| 2. | MARSLAND GLOBAL LIMITED (Unique Entity
No. 2122746), a British Virgin Islands company with its registered address at 4th Floor, Water’s Edge Building, Meridian
Plaza, Road Town, Tortola, VG 1110, British Virgin Islands (the “Licensee”), |
(Each shall be referred to herein as a “Party”
and collectively the “Parties”).
Background
Whereas:
| A. | the Licensor owns the trade mark numbers 40202301313S and 40202301439P (both in class numbers 36 and 42
under the Nice Classification as prescribed by the Nice Agreement, to which Singapore is a signatory, concerning the International Classification
of Goods and Services) which are the trademarks both known as “MarsProtocol” (collectively, the “Trade Marks”);
and |
| B. | the Parties have agreed that the Licensor shall grant the Licensee a licence to use the Trade Marks in
connection with the Licensee’s businesses on the terms and conditions set out in this Agreement, |
IT IS HEREBY AGREED AS FOLLOWS:
Agreed Terms
| 1.1 | “Trade Marks” mean trade mark
numbers 40202301313S and 40202301439P (both in class numbers 36 and 42 under the Nice
Classification as prescribed by the Nice Agreement, to which Singapore is a signatory, concerning the International Classification of
Goods and Services) which are trade marks both known as “MarsProtocol”. |
| 2. | Clause headings shall not affect the interpretation
of this Agreement. |
| 3. | Unless the context otherwise requires, words
in the singular shall include the plural and words in the plural shall include the singular. |
| 4. | A reference to writing or written includes email. |
Licence for use of the Trade Marks
| 5. | With effect from the Effective Date, the Licensor
shall grant the Licensee a license and permit the Licensee to use the Trade Marks and all intellectual property rights vested in the Trade
Marks in connection with the Licensee’s business, unless and until there is a breach in this Agreement or this Agreement is terminated
in accordance with the terms and conditions herein. |
Condition Precedent
| 6. | This Agreement shall come into full force and
effect subject to the successful registration of the Trade Marks by the Intellectual Property Office of Singapore. |
Effective Date of Grant of Licence
| 7. | The grant of licence (as set out in Clause 5
above) shall take effect from the Effective Date. |
Payments on Effective Date
| 8. | The Licensee shall pay to the Licensor
an annual licence fee of S$10,000 (Singapore Dollars 10,000) (the “Licence
Fee”) on the Effective Date for the grant of the licence for
the Licensee to use the Trade Marks for the Licensee’s business for one year (the “Annual Licence Period”) effective
from the Effective Date. The Licence Fee shall be paid by the Licensee thereafter, on or before each anniversary of the Effective
Date, for each subsequent Annual Licence Period during the term of this Agreement. |
| 9. | The annual license fee will be waived by the Licensor for the first year. |
| 10. | Payment of the Licence Fee shall be made to the bank account number as designated by the Licensor. |
Obligations after the Effective Date
The following obligations shall take effect from
the Effective Date:
Trade Marks
| 11. | Both Parties agree that they shall not allow
any other party other than the Parties to use the Trade Marks in connection with the Parties’ business. |
| 12. | Each Party shall not to do anything that will
negatively affect the brand image or reputation of the Trade Marks. Any Party in breach of this obligation shall indemnify the other Party
for any loss or damage suffered by the other Party occasioned by such breach. |
Representations and Warranties
| 13. | Save as provided below, the Licensee acknowledges
and agrees that the Licensor makes no representation and/or warranties on the Trade Marks: |
Sole legal and
beneficial ownership of the Licensor
| 13.1 | The Trade Marks (including all intellectual property
rights therein) are in the sole legal and beneficial ownership of the Licensor. |
| 13.2 | The Trade Marks (including all intellectual property
rights therein) are not subject to any other license in favour of any other person or entity, and free from all charges, liens,
encumbrances, equities, licenses, user and other agreements, rights and claims whatsoever or encumbrances. |
Solvency of Licensor
| 13.3 | The Licensor is not insolvent nor is it
under judicial management or a scheme of arrangement. |
| 13.4 | No receiver, administrative receiver or administrator has been appointed of the whole or any part of the
assets or undertaking of the Licensor. |
| 13.5 | Each Party has not entered and will not enter into any other agreement or understanding that is inconsistent
with the provisions of this Agreement. |
| 14. | In relation to the Licence Fee, the Licensee
acknowledges and agrees that it is solely responsible to conduct and rely on its own due diligence and shall have no recourse to the Licensor
at any time for any loss or damage incurred as a result of or arising from entering into this Agreement, unless such loss or damage arose
due to fraud on the part of the Licensor. |
Termination
| 15. | Either Party may terminate this Agreement at
any time, for any reason, by providing written notice to the other Party at least 10 days in advance. Upon termination under this provision,
the Licensee shall cease all use of the Trade Marks and return any physical copies or destroy any electronic copies of the Trade Marks. |
| 16. | If either Party breaches any material term or
condition of this Agreement, and such breach remains uncured for a period of 7 days after written notice specifying the breach is provided
by the non-breaching Party, then the non-breaching Party may terminate this Agreement without further notice. If the Licensee breaches
any payment obligation, the Licensor may suspend Licensee's use of and access to the Trade Marks until payment is made in full. If the
breach remains uncured for 7 days, the Licensor may terminate this Agreement without further notice. |
| 17. | Either Party may terminate this Agreement immediately
upon written notice to the other Party if the other Party becomes insolvent, files for bankruptcy or is placed into receivership or liquidation. |
| 18. | Upon termination of this Agreement for any reason,
the Licensee shall immediately cease all use of the Trade Marks and destroy any physical or electronic copies of the same in its possession. |
Inadequacy of Damages
| 19. | Without prejudice to any other rights or remedies
that may be available, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms
of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunction, specific performance or
other equitable relief against the other Party for any breach of the terms of this Agreement. |
Severability
| 20. | If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal
or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of
this Agreement and the enforceability of the remainder of this Agreement shall not be affected. |
Confidentiality
| 21. | Each Party undertakes to keep in confidence the
existence and terms of this Agreement as well as all negotiations, discussions and correspondences leading up to the execution of this
Agreement. Disclosure of any of the matters as aforesaid is not permitted unless such disclosure is required by law or approved in writing
by the non-disclosing Party. |
Entire Agreement
| 22. | This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject
matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, if any, between the Parties
with respect to the subject matter hereof, whether such be written or oral. |
Variation
| 23. | No variation of this Agreement will be effective unless in writing and signed by or on behalf of the Parties. |
Third Party Rights
| 24. | Any person or entity who is not a Party to this Agreement shall have no right to enforce any of its terms
under the Contracts (Rights of Third Parties) Act 2001 or any subsequent re-enactment that is in force for the time being. |
Governing Law and Jurisdiction
| 25. | The Parties agree that this Agreement shall be
governed by the laws of Singapore and both Parties agree to submit to the exclusive jurisdiction of the courts of Singapore. |
Dated this December 15, 2023
|
Signed on behalf of Licensor |
|
|
|
|
|
SAVING DIGITAL PTE. LTD. |
|
|
|
|
|
By : Director |
|
|
Name : Yucheng Hu |
|
|
Signature : |
/s/ Yucheng Hu |
|
|
|
|
|
|
|
|
Signed on behalf of Licensee |
|
|
|
|
|
MARSLAND GLOBAL LIMITED |
|
|
|
|
|
By : Director |
|
|
Name :Unicorn Vanguard Limited |
|
|
Signature : |
/s/ Unicorn Vanguard Limited |
|
7
v3.23.4
Cover
|
Dec. 15, 2023 |
Cover [Abstract] |
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Document Type |
8-K
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Amendment Flag |
false
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Document Period End Date |
Dec. 15, 2023
|
Entity File Number |
001-13387
|
Entity Registrant Name |
MEGA MATRIX CORP.
|
Entity Central Index Key |
0001036848
|
Entity Tax Identification Number |
94-3263974
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3000 El Camino Real
|
Entity Address, Address Line Two |
Bldg. 4
|
Entity Address, Address Line Three |
Suite 200
|
Entity Address, City or Town |
Palo Alto
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94306
|
City Area Code |
650
|
Local Phone Number |
340-1888
|
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|
Trading Symbol |
MPU
|
Security Exchange Name |
NYSE
|
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