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): December 11, 2023 |
Meta Materials Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Nevada | 001-36247 | 74-3237581 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
60 Highfield Park Dr | |
Dartmouth, Nova scotia, Canada | | B3A 4R9 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 902 482-5729 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐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(s) | |
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share | | MMAT | | The Nasdaq Stock Market 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. ☐
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Meta Materials Inc., a Nevada corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on December 11, 2023, in accordance with the Company’s 2023 Proxy Statement sent to the Company’s stockholders on or around October 30, 2023 (the “Proxy Statement”). Of the 489,414,607 voting shares outstanding as of the record date, 280,409,859 voting shares were represented in person via internet webcast or by proxy, constituting approximately 57.3% of the total shares outstanding and entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| | |
| 1. | Each of the following nominees was elected to serve as a director, to hold office until the Company’s 2024 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal, based on the following results of the voting: |
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Votes Withheld | | | Broker Non-Votes | |
John R. Harding | | | 116,587,586 | | | | — | | | | 84,501,108 | | | | 79,321,165 | |
Allison Christilaw | | | 116,644,351 | | | | — | | | | 84,444,343 | | | | 79,321,165 | |
Steen Karsbo | | | 116,552,593 | | | | — | | | | 84,536,101 | | | | 79,321,165 | |
Ken Hannah | | | 119,005,533 | | | | — | | | | 82,083,161 | | | | 79,321,165 | |
Eugenia Corrales | | | 117,652,839 | | | | — | | | | 83,435,855 | | | | 79,321,165 | |
Vyomesh Joshi | | | 117,583,721 | | | | — | | | | 83,504,973 | | | | 79,321,165 | |
Philippe Morali | | | 117,464,167 | | | | — | | | | 83,624,527 | | | | 79,321,165 | |
| | |
| 2. | The proposal to ratify the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of the voting: |
| | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions |
| 231,209,200 | | | | 42,755,374 | | | | 6,445,285 | | |
| | |
| 3. | The proposal to approve a reverse stock split of the Company's common stock at a ratio within the range of 1-for-5 to 1-for-35 was not approved based on the following results of the voting: |
| | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions |
| 133,715,960 | | | | 145,923,453 | | | | 770,446 | | |
| | |
| 4. | The proposal to approve the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of the outstanding common stock pursuant to the Nasdaq Listing Rules was not approved based on the following results of the voting: |
| | | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions | | | Broker Non Vote |
| 92,998,247 | | | | 105,290,363 | | | | 2,800,084 | | | | 79,321,165 | | |
| | |
| 5. | The proposal to approve the amendment to the 2021 Equity Incentive Plan to increase the maximum aggregate number of shares that may be subject to awards and sold under the 2021 Equity Incentive Plan by 50,000,000 shares was not approved based on the following results of the voting: |
| | | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Abstentions | | | Broker Non Vote |
| 83,853,699 | | | | 115,227,976 | | | | 2,007,019 | | | | 79,321,165 | | |
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 thereunto duly authorized.
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| | | META MATERIALS INC. |
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Date: | December 14, 2023 | By: | /s/ Uzi Sasson |
| | | Uzi Sasson
Chief Executive Officer |
