MTMT Mega Matrix Corp

 

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): August 30 2024

 

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 1.02 Termination of a Material Definitive Agreement.

 

The information contained in Item 5.02 is incorporated by reference in this Item 1.02.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 30, 2024, the Company and Mr. Xiangchen (Steven) Gao entered into a Termination Agreement (“Termination Agreement), to terminate the employment agreement, dated January 18, 2024, between the Company and Mr. Gao. In connection with the Termination Agreement, Mr. Gao resigned as the chief operating officer of the Company, effective September 30, 2024.

 

Mr. Gao’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. The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1, filed herewith and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Termination Agreement between the Company and Xiangchen (Steven) Gao, dated August 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 3, 2024

 

 

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Exhibit 10.1

 

TERMINATION AGREEMENT

 

THIS TERMINATION AGREEMENT (“Agreement”), dated as of August 30, 2024, is entered into by and between Mega Matrix Corp., a Delaware Corporation (the “Company”), and Xiangchen (Steven) Gao (the “Employee”).

 

WHEREAS

 

(A)	On January 18, 2024, the Company and the Employee entered into an employment agreement (the “Employment Agreement”), pursuant to which the Employee was appointed as chief operating officer of the Company.

 

(B)	The Employee informed the Company that he wishes to voluntarily resign his employment, effective September 30, 2024.

 

(C)	The Company and the Employee desire to terminate the Employment Agreement pursuant to the terms of this Agreement.

 

NOW THEREFORE, in consideration of the premises set forth above and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Resignation and Termination. The parties hereby acknowledge and agree that the Employee has provided notice to the Company of his decision to resign his employment and terminate the Employment Agreement, effective on September 30, 2024 (“Resignation Date”), and the Company has accepted such resignation. The parties agree that Employee will continue in the employ of the Company until the close of business on the Resignation Date, on which date his employment will terminate. Employee relinquishes any and all rights to employment with the Company after the Resignation Date. In addition, Employee agrees to resign from all offices of the Company (including, but not limited to, Chief Operating Officer) and of all subsidiaries, affiliates, and related entities of the Company, if applicable, and he agrees to sign all documents necessary to effect such resignations at such time(s) as the Company shall request, and the parties agree that all such documents shall be signed and such resignations shall be effective no later than the Resignation Date. From the Resignation Date, the Company shall have no further liability for any payments as set forth in Section 4 of the Employment Agreement, including but not limited to salary, equity grants, equity compensation, or bonuses, to the Employee under the Employment Agreement.

 

2. Continuing Obligations. Notwithstanding the Termination of the Employment Agreement, the parties hereby agree that the Employee shall remain subject to the covenant not to the Proprietary Information set forth in Section 5 of the Employment Agreement and non-disparagement set forth in Section 12(a) of the Employment Agreement.

 

3. Release. Except for the obligations created by or arising out of this Agreement, the Employee, and all persons for whose conduct said party is legally responsible including, but not limited to, his descendants, heirs, beneficiaries, successors and assigns, and each of them, past or present (collectively the “Employee Parties”) does hereby release, acquit, satisfy and forever discharge the Company, and all persons for whose conduct said party is legally responsible including, but not limited to, its officers, directors, attorneys, insurers, stockholders, subsidiaries, affiliated or related entities, successors, assigns, as the case may be, and each of them, past or present (collectively, the “Employer Parties”), from any and all manner of action, causes of action, rights, liens, agreements, contracts, covenants, obligations, suits, claims, debts, dues, sums of monies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, promises, damages, of whatever kind and nature in law or equity or otherwise whether now known or unknown (collectively, the “Claims”), which the Employee Parties ever had, now have, or may have had against any of the Employer Parties, for any reason (including, but not limited to, all Claims relating to the Employment Agreement) from the beginning of time up through and including this date. In furtherance of the foregoing, each of the releasing parties irrevocably covenants to refrain from, directly or indirectly, asserting any Claims, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Employer Parties with respect to any of the matters within the scope of the foregoing release.

 

4. Miscellaneous.

 

(a)

This Termination Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf copies of signature pages shall be acceptable in the absence of original signature pages.

 

(b)

This Termination Agreement contains the entire agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained in this Termination Agreement. All negotiations, understandings, conversations, and communications are merged into this Termination Agreement and have no force and effect other than as expressed in the text of this Termination Agreement.

 

(c)

No alterations, modifications, supplements, changes, amendments, waivers, or termination of this Termination Agreement shall be valid unless in writing and executed by all of the parties. No waiver of any of the provisions of this Termination Agreement shall constitute a waiver of any other provisions. No waiver shall be binding unless it is specific and executed in writing by the party making the waiver. Each party warrants that it has not relied on any promises or representations outside of this Termination Agreement.

 

(d)

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of Delaware without giving effect to the principles of conflicts of laws.

 

 

IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written.

 

	The Company
	Mega Matrix Corp.
	/s/ Yucheng Hu
	Yucheng Hu, CEO

 

 

BY SIGNING THIS AGREEMENT, WHICH CONTAINS A RELEASE, EMPLOYEE STATES THAT: HE HAS READ IT; HE UNDERSTANDS IT; HE KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS AND POSSIBLE LEGAL AND/OR ADMINISTRATIVE CLAIMS; HE AGREES TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; HE IS AWARE OF HIS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT AND HE HAS BEEN ADVISED BY THE COMPANY TO DO SO AND HE HAS HAD THE OPPORTUNITY TO DO SO; AND HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.

 

	Employee:
	/s/ Xiangchen Gao
	Xiangchen (Steven) Gao

 

 

3

 

v3.24.2.u1

Cover	Aug. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MPU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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