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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):
August 2, 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 7.01 Regulation FD Disclosure
On August 2, 2024, Mega
Matrix Corp. (the “Company”) issued a press release announcing that it has entered into definitive agreements for the
issuance and sale of an aggregate of 681,818 shares of its common stock (or common stock equivalents in lieu thereof), short-term
series A warrants to purchase up to 681,818 shares of common stock and series B warrants to purchase up to 681,818 shares of common
stock at a purchase price of $2.20 per share (or per common stock equivalent in lieu thereof) and accompanying warrants in a private
placement. A copy of the Press Release is furnished as Exhibit 99.1 and incorporated by reference.
The information set forth in this Item 7.01 and
in the press release attached hereto as Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1 shall not be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically
incorporates it by reference.
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.
|
Mega Matrix Corp. |
|
a Delaware corporation |
|
|
|
By: |
/s/ Yucheng Hu |
|
|
Yucheng Hu, Chief Executive Officer |
|
|
|
Dated: August 2, 2024 |
|
|
2
Exhibit 99.1
Mega Matrix Announces $1.5 Million Private Placement
PALO ALTO, Calif., August 2, 2024 -- Mega Matrix
Corp. (“MPU” or the “Company”) (NYSE American: MPU), today announced that it has entered into definitive agreements
for the issuance and sale of an aggregate of 681,818 shares of its common stock (or common stock equivalents in lieu thereof), short-term
series A warrants to purchase up to 681,818 shares of common stock and series B warrants to purchase up to 681,818 shares of common stock
at a purchase price of $2.20 per share (or per common stock equivalent in lieu thereof) and accompanying warrants in a private placement.
The short-term series A warrants and series B warrants will have an exercise price of $2.20 per share and will be exercisable immediately
upon issuance. The short-term series A warrants will expire twenty-four months following the issuance date and the series B warrants will
expire five and one-half years following the issuance date. The closing of the private placement is expected to occur on or about August
5, 2024, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the private placement.
The gross proceeds to the MPU from the offering
are expected to be approximately $1.5 million, before deducting the placement agent’s fees and other offering expenses payable by
MPU, and excluding the proceeds, if any, from the exercise of the warrants. MPU currently intends to use the net proceeds from the offering
for working capital and general corporate purposes.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation
D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities
Act, or applicable state securities laws. Accordingly, the securities described above, including the shares of common stock underlying
the warrants, may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration
rights agreement, the Company has agreed to file a resale registration statement covering the securities described above.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state
or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Mega Matrix
Mega Matrix Corp. (NYSE
AMEX: MPU) is a holding company and operates FlexTV, a short-video streaming platform and producer of short dramas, through Yuder Pte,
Ltd., an indirect majority-controlled subsidiary of Mega Matrix. Mega Matrix is a Delaware corporation headquartered in Palo Alto, CA.
For more information, please contact info@megamatrix.io or visit: http://www.megamatrix.io.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. All statements in this press release other than statements that are purely historical are forward looking
statements that include, but are not limited to, statements related to the completion of the private placement, the satisfaction of customary
closing conditions related to the private placement and the intended use of proceeds therefrom. When used in this press release, the words
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose," and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate future acquisitions;
ability to grow and expand our FlexTV business; ability to obtain additional financing in the future to fund capital expenditures; fluctuations
in general economic and business conditions; costs or other factors adversely affecting the Company's profitability; litigation involving
patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic;
the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the
business environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company's
new lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statements
in this press release and the Company's future results of operations are subject to additional risks and uncertainties set forth under
the heading "Risk Factors" in documents filed by the Company with the Securities and Exchange Commission, including the Company's
latest annual report on Form 10-K, and are based on information available to the Company on the date hereof. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date of this press release.
Disclosure Channels
We announce material information about the
Company and its services and for complying with our disclosure obligation under Regulation FD via the following social media channels:
X (f/k/a Twitter): twitter.com/MegaMatrixMPU
Facebook:
facebook.com/megamatrixmpu
facebook.com/flextvus
LinkedIn:
linkedin.com/company/megamatrixmpu
TikTok: tiktok.com/@flextv_english
YouTube:
youtube.com/@FlexTV_English
The Company will also
use its landing page on its corporate website (www.megamatrix.io) to host social media disclosures and/or links to/from such disclosures.
The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social
media channels in addition to following our website, press releases, SEC filings and public conference calls and webcasts. The social
media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed
on our website.
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Mega Matrix (AMEX:MTMT)
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