Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 16, 2022, the Board of Directors
(the “Board”) of Mega Matrix Corp. (the “Company”) received the resignation of Ms. Florence Ng as Chief Operating
Officer and director, effective as of September 30, 2022, in connection with a termination agreement dated September 16, 2022 (the “Termination
Agreement”) entered into by the Company with Ms. Ng. Pursuant to the terms of the Termination Agreement, the Company and Ms. Ng
mutually agreed to terminate Ms. Ng’s employment agreement dated October 1, 2021 with the Company, as amended on November 1, 2021 and
March 25, 2022 (the “Employment Agreement”) and Ms. Ng will resign from her positions with the Company, including as Chief
Operating Officer and director, to be effective as of September 30, 2022. Ms. Ng also agreed to a release of any and all claims against
the Company, its subsidiaries, affiliates and related parties which in any way relate to Ms. Ng’s employment and association with
the Company in exchange for a release of any and all claims by the Company in favor of Ms. Ng. Ms. Ng’s resignation is for personal
reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to
the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.
On September 16, 2022, the Company entered into
a consulting agreement with Ms. Ng (the “Ng Consulting Agreement”) for a term of two years beginning on October 1, 2022 and
ending on September 30, 2024. Under the Ng Consulting Agreement, Ms. Ng will receive monthly payments in the amount of $13,750 in connection
with certain consulting services to be provided by Ms. Ng to the Company. In addition, on September 16, 2022, the Company entered into
a consulting agreement (the “FNC Consulting Agreement”) with FNC Advisory Limited (“FNC”), of which Ms. Ng is
its director, for a term of one year ending on September 30, 2023. Under the FNC Consulting Agreement, FNC will provide the Company certain
consulting services as set forth in the FNC Consulting Agreement for a fixed fee of $142,800, which shall be paid in full by the Company
to FNC on October 3, 2022.
The foregoing summary of the terms of the Termination
Agreement, the Ng Consulting Agreement, and the FNC Consulting Agreement do not purport to be complete and are subject to, and are qualified
in their entirety by reference to the full text of the Termination Agreement, the Ng Consulting Agreement, and the FNC Consulting Agreement,
which are filed as Exhibits 10.1, 10.2 and 10.3 respectively to this Current Report on Form 8-K and incorporated by reference in this
Item 5.02.
(c) On September 16, 2022, the Board appointed
the Company’s current financial manager, Mr. Yunheng (Brad) Zhang, as Chief Operating Officer of the Company, to be effective as
of October 1, 2022. Mr. Zhang will continue to receive his existing annual salary of $90,000 in connection with his appointment as Chief
Operating Officer.
Yunheng (Brad) Zhang, age 30. Mr. Zhang
served as the financial manager of the Company from October 2021 to September 2022. Prior to joining the Company, Mr. Zhang was a product
manager with Nengfan Technology Co. from 2020 to 2021. Mr. Zhang also served as the financial accountant of Midea Australia, an appliance
company, from December 2018 to November 2019. Mr. Zhang received his master’s degree in professional accounting from Monash University
in Australia in 2018 and received his bachelor’s degree in product quality engineering from Xinhua University.
(d) In addition, on September 16, 2022, to fill
the vacancy created by Ms. Ng’s resignation, the Board elected Mr. Zhang to the Board, to be effective as of October 1, 2022. Mr.
Zhang will be appointed as a member of the Company’s Executive Committee. Mr. Zhang will not receive any compensation for his service
as a director.
There are no arrangements or understandings with
any other person pursuant to which Mr. Zhang was appointed as a director or Chief Operating Officer of the Company. There are also no
family relationships between Mr. Zhang and any of the Company’s directors or executive officers. Except as disclosed in this Current
Report on Form 8-K, Mr. Zhang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
