Current Report Filing (8-k)
01 October 2022 - 6:28AM
Edgar (US Regulatory)
0001036848
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0001036848
2022-09-29
2022-09-29
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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):
September 29, 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) |
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(IRS Employer
Identification No.) |
3000 El Camino Real,
Bldg. 4, Suite 200, Palo Alto, CA |
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94306 |
(Address of Principal Executive Offices) |
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(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 1.01. Entry into a Material Definitive
Agreement.
On September 29, 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 4,400,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a purchase price
of $1.00 per share (the “Private Placement”). The gross proceeds of the Private Placement were $4.4 million, before deducting
offering expenses payable by the Company. The Purchase Agreement contains customary representations, warranties and covenants of the parties,
and the closing is subject to customary closing conditions. The closing of the Private Placement is anticipated to occur in October 2022.
The foregoing description of the Purchase Agreement
is a summary and is qualified in its entirety by reference to the form of Securities Purchase Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K concerning the offer and sale of the shares of Common Stock to the Purchasers pursuant to the Purchase Agreement
is incorporated herein by reference. 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.
Item 9.01 Financial Statements 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.
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Mega Matrix Corp.
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: September 30, 2022 |
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