Meta Materials Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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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 2.01. |
Completion of Acquisition or Disposition of Assets.
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As previously disclosed in the Current Report on Form 8-K filed by Meta Materials Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 5, 2024, Nanotech Security Corp. (“NSC”), a wholly-owned subsidiary of 1315115 BC Inc., which is a wholly subsidiary of the Company, entered into an Asset Purchase Agreement dated July 3, 2024 (the “Purchase Agreement”) with Authentix, Inc., a Delaware corporation (“Authentix”), and Authentix Canada Solutions, Inc., a corporation formed under the laws of British Columbia, Canada (together with Authentix, “Buyer”), pursuant to which Buyer agreed to (i) purchase substantially all of the assets owned by NSC and used in the operation of the Company’s authentication business (the “Authentication Business”) and (ii) assume certain liabilities of the Authentication Business.
On July 16, 2024, NSC completed the transactions contemplated by the Purchase Agreement (the “Transaction”), and Buyer paid in cash an aggregate of $10 million for the Authentication Business (the “Purchase Price”), which included $4 million of prior deposits paid by Buyer which were applied to the Purchase Price. In addition, $3 million of the Purchase Price is being held in escrow to satisfy certain post-closing matters. Additionally, on July 16, 2024, in connection with the Transaction, all 5 remaining employees of the Authentication Business were terminated by the Company and paid severance under their employment agreements. Such employees received employment offers from Authentix.
The foregoing summary of the Transaction does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2024, and is incorporated herein by reference.
Even with the closing of the Transaction, the Company continues to face financial hardship and there remains significant concern that the Company will be able to continue operations. The Board and the Company management continue to consider viable strategic alternatives and to work with its advisors to sell assets and secure additional financing to generate liquidity, however, expectations for success are low, which could lead to a potential winddown and bankruptcy filing of the Company.
Item 8.01. |
Other Events.
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On July 12, 2024, Metamaterial Inc. (“MMI”), an immaterial subsidiary of the Company, made a voluntary assignment for the general benefit of creditors pursuant to the Bankruptcy and Insolvency Act (Canada) in the District Court of Ontario. Grant Thornton Limited was appointed as trustee in the bankruptcy for the benefit of the creditors of MMI. The operations and assets of MMI consisted primarily of a leased facility located at 60 Highfield Park, Dartmouth, Nova Scotia B3A 4R9.
Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No. |
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Description |
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2.1# |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document). |
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# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the SEC upon request.
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: |
July 16, 2024 |
By: |
/s/ Uzi Sasson |
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Uzi Sasson |