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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): October 06, 2023 |
Meta Materials Inc.
(Exact name of Registrant as Specified in Its Charter)
Nevada |
001-36247 |
74-3237581 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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60 Highfield Park Dr |
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Dartmouth, Nova scotia, Canada |
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B3A 4R9 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 902 482-5729 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, par value $0.001 per share |
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MMAT |
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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. ☐
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) Appointment of New Director
On October 6, 2023, the Board of Directors (the "Board") of Meta Materials, Inc. (also referred to herein as the “Company”, “we”, “us”, or “our”) appointed Mr. Philippe Morali to the Board, effective October 6, 2023, to fill the vacancy created by Mr. Eric Leslie's previously disclosed resignation. Mr. Morali was also appointed to serve as a member of the Audit Committee and the Human Resources and Compensation Committee of the Board.
Prior to joining our Board, Mr. Morali served as CFO for eSilicon Corporation from 2016 to 2020, a fabless ASIC and IP solutions vendor that was acquired by Inphi Corporation. Mr. Morali also served as CFO for Quantenna Communications, Inc., a fabless developer of Wi-Fi solutions from 2014 to 2016. Mr. Morali has also held leadership positions at Micron Technology, Inc., SanDisk Corporation, Palm, Inc., and 3Com Corporation; he started his professional career at the Hewlett Packard Company. Mr. Morali holds an MBA in Finance/International Business from the Columbia Business School, and a License ès Sciences Commerciales et Industrielles from the University of Geneva, Switzerland.
Mr. Morali will participate in our Outside Director Compensation Plan, pursuant to which he will receive, among other things, an initial grant of Restricted Stock Units valued at $100,000. The Outside Director Compensation Plan is filed as Exhibit 10.15.0 to our Annual Report on Form 10-K (as amended) originally filed with the SEC on March 23, 2023.
There are no transactions and no proposed transactions between Mr. Morali or any member of his immediate family and us or our subsidiaries that would require disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Morali and any other person or entity pursuant to which Mr. Morali was appointed as our director.
Mr. Morali will enter into our standard form of indemnification agreement for directors and executive officers, which agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 29, 2021.
Item 7.01. |
Regulation FD Disclosure.
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On October 10, 2023, the Company issued a press release announcing the appointment of Mr. Morali to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: |
October 10, 2023 |
By: |
/s/ George Palikaras |
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George Palikaras |
Exhibit 99.1
Meta Materials Appoints Tech Industry Veteran, Philippe Morali to its Board of Directors
HALIFAX, NS / ACCESSWIRE / October 10, 2023 / Meta Materials Inc. (the “Company” or “META”) (Nasdaq: MMAT), a leader in advanced materials and nanotechnology, today announced that it has appointed Mr. Philippe Morali to its Board of Directors. Mr. Morali brings more than 30 years of experience in financial leadership from strong technology companies, startups to Fortune 15, that are focused on a variety of markets. He has had extensive international operational experience in Europe and Asia.
In his last position, Mr. Morali was CFO at eSilicon, an ASIC and IP supplier that was acquired by Inphi Corporation and Synopsys. Prior to eSilicon, he served as CFO for Quantenna Communications, Inc., a developer of Wi-Fi solutions. Mr. Morali has also held leadership positions at Micron Technology, Inc.; SanDisk Corporation; Palm, Inc.; and 3Com Corporation. He started his career at Hewlett-Packard.
“I am very pleased to welcome such a talented and seasoned individual to our board,” said Jack Harding, Chair of the META Board of Directors. “Philippe brings a perspective from so many innovative and path-breaking organizations, which will be invaluable as we focus on commercializing our proprietary core technologies.”
“It is an exciting time to join the META organization with several applications on the cusp of volume production,” said Philippe Morali, META’s new board member. “I look forward to working with management and the rest of the board, as we engage with a growing number of major OEMs to bring innovative new products to market.”
Mr. Morali received an MBA in Finance/International Business from the Columbia Business School and a License ès Sciences Commerciales et Industrielles from the University of Geneva, Switzerland.
About Meta Materials Inc.
Meta Materials Inc. (META) is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.
Media Inquiries
Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.
media@metamaterial.com
Investor Contact
Forward Looking Information
Mark Komonoski Senior Vice President Integrous Communications Phone: 1-877-255-8483 Email: ir@metamaterial.com This press release includes forward-looking information or statements within the meaning of Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, regarding the Company, which may include, but are not limited to, statements with respect to the business strategies, product development, expansion plans and operational activities of the Company. Often but not always, forward-looking information can be identified by the use of words such as “pursuing”, “potential”, “predicts”, “projects”, “seeks”, “plans”, “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, the capabilities of our facilities and the expansion thereof, research and development projects of the Company, the total available market and market potential of the products of the Company, the market position of the Company, the need to raise more capital and the ability to do so, the scalability of the Company’s production ability, capacity for new customer engagements, material selection programs timeframes, the ability to reduce production costs, enhance metamaterials manufacturing capabilities and extend market reach into new applications and industries, the ability to accelerate commercialization plans, the possibility of new customer contracts, the continued engagement of our employees, the technology industry, market strategic and operational activities, and management’s ability to manage and to operate the business. More details about these and other risks that may impact the Company’s businesses are described under the heading “Forward-Looking Information” and under the heading “Risk Factors” in the Company’s Form 10-K filed with the SEC on March 23, 2023, in the Company’s Form 10-K/A filed with the SEC on March 24, 2023, in the Company’s Form 10-Q filed with the SEC on August 9, 2023, and in subsequent filings made by Meta Materials with the SEC, which are available on SEC’s website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.
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