Current Report Filing (8-k)
January 20 2023 - 3:02PM
Edgar (US Regulatory)
0001036848
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0001036848
2023-01-20
2023-01-20
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xbrli:shares
iso4217:USD
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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):
January 20, 2023
MEGA MATRIX CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
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 |
|
MTMT |
|
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.
As previously disclosed,
on December 23, 2022, Mega Matrix Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors named in the Purchase Agreement (collectively, the “Purchasers”), pursuant
to which the Company agreed to sell an aggregate of 5,280,000 shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”) at a purchase price of $1.30 per share, or $6,864,000 (the “Private Placement”).
On January 20, 2023, the Purchasers and the Company
agreed to an initial closing of the Private Placement on January 20, 2023 and the Company issued an aggregate of 4,314,615 shares of Common
Stock, at a price of $1.30 per share for aggregate gross proceeds to the Company of approximately $5,608,999.50, before deducting estimated
offering expenses payable by the Company, and extended the final closing date under the Purchase Agreement from January 31, 2023 to February
15, 2023. The Company anticipates closing the remaining $1,255,000.50 under the Private Placement
on or before February 15, 2023
The Company
will issue the shares of Common Stock in reliance upon an 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 full text of
the form of the Purchase Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K, filed on December 27, 2022, and
is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
January 20, 2023, the Company issued a press release announcing the development of its new business model in digital assets staking
and the initial 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 |
|
|
Yucheng Hu,
Chief Executive Officer |
|
|
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Dated: January 20, 2023 |
|
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