DEF 14A

DEF 14A 1 meta_fy2022_proxy_def14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Meta Materials Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(p) per Exchange Act Rules 14a-6(i)(1) and 0-11.

META MATERIALS INC.

60 Highfield Park Drive, Suite 102

Dartmouth, Nova Scotia

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 11, 2023

We hereby give notice that the 2023 Annual Meeting of Stockholders of Meta Materials Inc. will be held on December 11, 2023, at 12:00 p.m. Eastern Time (the "Annual Meeting").

The Annual Meeting will be held in a virtual meeting format at https://web.lumiagm.com/231241931.

If you hold shares of Meta Materials Inc., in addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. If you are a stockholder of Metamaterial Exchangeco Inc., please refer to the section titled “If you are a Holder of Record of the Exchangeable Shares” included in the accompanying proxy statement for information regarding voting in the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. The Annual Meeting will be held for the following purposes:


(1)	To elect eight (8) director nominees named in the proxy statement;


(2)	To ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for fiscal year ending December 31, 2023 ("fiscal year 2023");


(3)	To approve a reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35, with such ratio to be determined in the discretion of our Board and with such reverse stock split to be effected at such time and date as determined by our Board in its sole discretion;


(4)	To approve the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC ("Lincoln Park") in excess of 19.99% of our outstanding common stock pursuant to the Nasdaq Listing Rules;


(5)	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; and


(6)	To transact such other business as may properly come before the meeting.

Under Nevada law, only stockholders of record on the record date ("Record Date"), which is October 16, 2023, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. It is important that your shares be represented at this meeting so that the presence of a quorum is assured.

Your vote is important. Even if you plan to attend the live webcast of the Annual Meeting, please date and execute the proxy card or voting instruction form and return it promptly as soon as possible. If you attend the live webcast of the Annual Meeting, you may revoke your proxy and vote your shares during the live webcast of the Annual Meeting.

IF YOU PLAN TO ATTEND:

To be admitted to the Annual Meeting at https://web.lumiagm.com/231241931 you must have your control number available and follow the instructions found on your proxy card or, if you have a voting instruction form, you will be admitted as a guest. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Annual Meeting to complete the online check-in process. Your vote is very important.



		By Order of the Board of Directors,

		/s/ Uzi Sasson
October 30, 2023		Uzi Sasson
		Chief Financial Officer and Chief Operating Officer

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on December 11, 2023

The Proxy Statement, form of proxy card and 2022 Annual Report on Form 10-K (as amended), are being made available on or about November 1, 2023, at: http://www.astproxyportal.com/ast/24438. We are providing access to our proxy materials over the Internet under the “notice and access” rules adopted by the Securities and Exchange Commission.

META MATERIALS INC.

60 Highfield Park Drive, Suite 102

Dartmouth, Nova Scotia

PROXY STATEMENT

FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS

To be held on December 11, 2023

The Board of Directors (the “Board”) of Meta Materials Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders to be held on December 11, 2023, at 12:00 p.m. Eastern Time and at any adjournment thereof. The Annual Meeting will be held in a virtual format online at https://web.lumiagm.com/231241931.

This Proxy Statement contains information relating to the Annual Meeting and the matters to be voted upon. Stockholders attending the live webcast of the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. If you hold common shares of the Company, in addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. If you are a stockholder of Metamaterial Exchangeco Inc. (“Exchangeco”), please refer to the section titled “If you are a Holder of Record of the Exchangeable Shares” below for information regarding voting in the Annual Meeting.

Whether or not you expect to attend the live webcast of the Annual Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save us the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option as described elsewhere in this Proxy Statement. Your vote is important, so please act today!

INFORMATION CONCERNING THE ANNUAL MEETING

Mailing and Solicitation. This Proxy Statement and accompanying form of proxy card will first be made available to stockholders on or about November 1, 2023. The cost of the solicitation of proxies will be paid by us.

Annual Report. A copy of our 2022 Annual Report on Form 10-K, as amended (the "2022 Annual Report"), has been made available with this Proxy Statement to all stockholders entitled to vote at the Annual Meeting.

Proxies. Whether or not you plan to attend the live webcast of the Annual Meeting, we request that you promptly submit the proxy card or voting instruction form and vote your shares pursuant to the voting instructions therein. A control number, located on the proxy card, is designed to verify your identity, allow you to vote your shares, and confirm that your voting instructions have been properly recorded.

If your shares are registered in the name of a bank, broker, or other nominee, follow the proxy instructions on the form you receive from your bank, broker or other nominee. The availability of telephone and internet proxy will depend on your bank, broker or other nominee’s proxy processes. Under the rules of the New York Stock Exchange, brokers who hold shares in “street name” for customers are precluded from exercising voting discretion with respect to the approval of non-routine matters (so called “broker non-votes”) where the beneficial owner has not given voting instructions. For more information on broker non-votes, please read the section titled ”Effect of Abstentions and Broker Non-Votes” below.

Voting in Accordance with Instructions. The shares represented by your properly completed proxy will be voted in accordance with your instructions marked on it. If you properly sign, date, and deliver to us your proxy but you mark no instructions on it, the shares represented by your proxy will be voted FOR the election of each of the eight (8) director nominees named in this Proxy Statement (Proposal 1); FOR the ratification of KPMG as our independent registered public accounting firm for fiscal year 2023 (Proposal 2); FOR the approval of a reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35, with such ratio to be determined in the discretion of our Board and with such reverse stock split to be effected at such time and date as determined by our Board in its sole discretion (Proposal 3); FOR the approval of the potential issuance of shares of common stock to Lincoln Park in excess of 19.99% of our outstanding common stock pursuant to the Nasdaq Listing Rules (Proposal 4); and FOR the approval of the amendment of 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 (Proposal 5). The Board of Directors is not aware of any other matters to be presented for action at the Annual Meeting, but if other matters are properly brought before the Annual Meeting, shares represented by properly completed proxies received by mail will be voted in accordance with the judgment of the persons named as proxies.

Quorum and Voting Rights. The presence during the live webcast of the Annual Meeting or by proxy of one-third or more of the outstanding shares entitled to vote on the record date constitutes a quorum for purposes of voting on a particular matter and conducting business at the meeting. We currently have two classes of stock issued and outstanding: common stock and Series B Special Voting Preferred Stock. Each share of common stock entitles its holder to one vote on all matters to be voted upon at the Annual Meeting. As of the record date for the Annual Meeting, there was one outstanding share of Series B Special Voting Preferred Stock, which entitles its holder to one vote on all matters to be voted upon at the Annual Meeting plus up to an additional 37,293,840 votes on each matter, which represents the votes entitled to be cast by the Exchangeable Shares (the “Exchangeable Shares”) of Exchangeco, pursuant to that certain Voting and Exchange Trust Agreement (the “Trust Agreement”) by and between the Company (formerly Torchlight Energy Resources, Inc.), Exchangeco, and the trustee thereunder (the “Trustee”).

The following shows our capitalization table as of Record Date:


	Common Stock						Preferred Stock
Status	Common Stock (MMAT)		Exchangeable Shares of Exchangeco (MMAX)		Total Common Stock		Series B Special Voting Preferred Stock
Number of Shares Issued and Outstanding		452,120,767		37,293,840		489,414,607		1
Number of Voting Shares		452,120,767		37,293,840		489,414,607		1

Required Vote. Nominees for director will be elected by a plurality (i.e., a simple majority of the votes cast at the Meeting) of the votes cast by stockholders entitled to vote on the election of directors at a meeting at which a quorum is present (Proposal 1). As a result, any shares not voted “FOR” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director.

The affirmative vote of a majority of the shares entitled to vote, present in person via live webcast or represented by proxy at a meeting at which a quorum is present is required for (i) the ratification of KPMG as our independent registered public accounting firm for fiscal year 2023 (Proposal 2), (ii) the approval of the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of our outstanding common stock pursuant to the Nasdaq Listing Rules (Proposal 4); and (iii) the approval of the amendment of our 2021 Equity Incentive Plan to increase the maximum aggregate number of shares that may be subject to awards and sold under the Equity Incentive Plan to 50,000,000 (Proposal 5). The approval of the reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35, with such ratio to be determined in the discretion of our Board and with such reverse stock split to be effected at such time and date as determined by our Board in its sole discretion (Proposal 3) requires the number of votes cast in favor of this proposal exceed the number of votes cast in opposition of this proposal.

Effect of Abstentions and Broker Non-Votes. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. We expect that Proposal 2 and Proposal 3 will be considered “routine” matters. Accordingly, the bank, broker or other nominee that holds your shares may vote your shares without receiving instructions from you and, as a result, we do not expect there to be any broker non-votes. If there are broker non-votes, they will have no effect on the outcome of such proposals.

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers (Broker Non-Votes).


Proposals	Votes Required for Approval	Abstentions	Broker Non-Votes
Election of 8 director nominees (Proposal 1)	Plurality of votes cast	No effect	No effect
Ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2023 (Proposal 2)	Majority of shares present and entitled to vote	Same as a vote "Against"	Broker or custodian may vote using its discretion
Approval of a reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35 (Proposal 3)	Majority of shares present and entitled to vote	Same as a vote "Against"	Broker or custodian may vote using its discretion
Approval of the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of our outstanding common stock pursuant to the Nasdaq Listing Rules (Proposal 4)	Majority of shares present and entitled to vote	Same as a vote "Against"	No effect
Approval of the amendment of our 2021 Equity Incentive Plan (Proposal 5)	Majority of shares present and entitled to vote	Same as a vote "Against"	No effect

Record Date. The close of business on October 16, 2023 has been fixed as the record date of the Annual Meeting, and only stockholders of record at that time will be entitled to vote. As of October 16, 2023, there were 489,414,607 shares of common stock and

one share of Series B Special Voting Preferred Stock issued and outstanding and entitled to vote at the Annual Meeting. As of October 16, 2023, Exchangeco is the holder of 37,293,840 Exchangeable Shares, entitling the single share of Series B Special Voting Preferred Stock to cast, in addition to the single vote the holder of the share of Special B Voting Preferred Stock is entitled to cast up to 37,293,840 votes pursuant to the Trust Agreement. Only record holders and beneficial owners who held shares of our common stock, Series B Special Preferred Stock, holders of record of Exchangeable Shares on the record date, or their duly authorized proxies, may attend the live webcast of the Annual Meeting.

Questions and Answers about the Virtual Meeting Format

How do I attend the Annual Meeting?

The Annual Meeting will be held on December 11, 2023, at 12:00 p.m. Eastern Time in a virtual format online by accessing https://web.lumiagm.com/231241931.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of the stockholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

How Do I Vote?

The proxy card or voting instruction form contains instructions on how to vote your shares by mail, facsimile, Internet or telephone, in advance of the Annual Meeting. The voting instructions you receive may be different depending on whether you are a registered stockholder or a “street name” stockholder. If you are a street name stockholder, your bank, broker or other nominee firm is the legal, registered owner of the shares, and the voting instructions allow you to instruct such bank, broker or other nominee how to vote your shares.

Additionally, if you are a registered stockholder, you will be able to vote your shares electronically during the Annual Meeting. If you are a street name stockholder, please check your proxy card and voting instructions or contact your broker or other nominee to determine whether, if you attend the live webcast of the Annual Meeting, you will be able to vote your shares electronically during the meeting.

Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of four ways:


	•		Vote via the internet. You may submit a proxy over the Internet at www.voteproxy.com 24 hours a day, seven days a week. You will need the 11-digit control number included on your proxy card (if you received a printed copy of the proxy materials);

	•		Vote by telephone. You may submit a proxy using a touch-tone telephone by calling 1-866-745-0269 in the United States or 1-201-299-4446 from foreign countries, Monday through Friday, 9 am to 11 pm (Eastern Time). You will need the 11-digit control number included on your proxy card (if you received a printed copy of the proxy materials);

	•		Vote by Mail. If you received printed proxy materials, you may direct how your shares are voted at the Annual Meeting by completing, signing, and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Your completed, signed and dated proxy card must be received prior to the Annual Meeting; or

	•		Vote during the Annual Meeting live via the internet by following the instructions posted at www.voteproxy.com.

For holders of our common stock, votes submitted via the internet or by telephone must be received by 11:59 p.m., Eastern Time, on December 10, 2023. Submitting your proxy via the internet, by telephone or by mail will not, except as to holders of the Exchangeable Shares, affect your right to vote during the Annual Meeting live via the internet. For additional information, please see “Revocability of Proxies” below.

For holders of Exchangeable Shares, votes submitted via the internet or by telephone must be received by 9:00 a.m., Eastern Time, on December 5, 2023. For additional information, please see “If you are a Holder of Record of the Exchangeable Shares” below.

Shares Registered in the Name of a Broker, Bank or Other Agent

Most beneficial owners holding stock in “street name” will receive instructions for voting their shares from their bank, broker or other nominee. A number of brokers and banks participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that allows stockholders to grant their proxy to vote shares by means of the telephone or internet. If your shares are held in an account with a broker or bank participating in the Broadridge program, you may vote by telephone by calling the number shown on the voting instruction form received from your broker or bank, or you may vote via the internet at Broadridge’s website at http://www.proxyvote.com and use your control number and other information as requested. However, since you are not the stockholder of record, you may not vote your shares live via the internet at the Annual Meeting, nor attend the Annual Meeting, unless you obtain a valid proxy from your broker, bank or other nominee.

Holder of Record of the Exchangeable Shares

Holders of Exchangeable Shares are receiving these proxy materials in accordance with the provisions of the Exchangeable Shares and the Trust Agreement. The Exchangeable Shares are exchangeable for shares of the Company’s common stock on a one-for-one basis.

In accordance with the Trust Agreement, holders of Exchangeable Shares are effectively provided with voting rights for each Exchangeable Share that are nearly equivalent to the voting rights applicable to a share of the Company’s common stock, and holders are entitled to instruct the Trustee as to how to vote their Exchangeable Shares. The Trustee holds one share of the Company’s Series B Special Voting Preferred Stock designated as the “Special Voting Share.” The Special Voting Share entitles the Trustee to vote on matters in which holders of the Company’s common stock are entitled to vote. The Special Voting Share is entitled to a number of votes equal to the number of Exchangeable Shares outstanding on the record date for determining holders of the Company’s common stock entitled to vote and for which the Trustee has received voting instructions from the holders of such Exchangeable Shares. The Special Voting Share shall vote together with the holders of the Company’s common stock as a single class.

In accordance with the terms of the Trust Agreement, the Company has undertaken to perform the obligations of the Trustee and has authorized TSX Trust Company (“TSX”) to collect and receive directly the votes from the holders of the Exchangeable Shares on its behalf. Based upon the foregoing, holders of Exchangeable shares are entitled to cast up to 37,293,840 votes at the Annual Meeting. However, TSX will receive and tabulate each vote attached to the Exchangeable Shares only on the basis of instructions received from the holders of record of the Exchangeable Shares. In the absence of instructions from a holder as to voting, TSX will not include the Exchangeable Shares held by such holder in the vote.

Holders of Exchangeable Shares may not vote during the live webcast of the Annual Meeting. Holders of Exchangeable shares must instruct TSX how they wish to vote.

By Telephone or the Internet

Holders of Exchangeable Shares of record can vote their shares via telephone or the Internet as instructed on their voter information card. The telephone and Internet procedures are designed to authenticate a stockholder’s identity, to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.

The telephone and Internet voting facilities will close at 9:00 a.m., Eastern Time, on December 5, 2023.

By Mail

Holders of Exchangeable Shares who wish to vote by mail should contact TSX Trust Company at 1-888-433-6443 for further instructions on receiving, completing, and returning a voter instruction card.

Revocability of Proxies

If you are a stockholder of record, once you have submitted your proxy by mail, telephone or internet, you may revoke it at any time before it is voted at the Annual Meeting (or any adjournment thereof). You may revoke your proxy in any one of the following three ways:


	•		You may submit another proxy marked with a later date by mail (which must be received before the polls close at the Annual Meeting), or by mail or telephone or via the internet by the applicable deadline as described above, which will automatically revoke your earlier proxy;

	•		You may provide written notice that you wish to revoke your proxy to our Corporate Secretary at Meta Materials Inc., Attn: Corporate Secretary, 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9 by no later than the close of business on Friday, December 10, 2023; or

	•		You may attend the live webcast of the Annual Meeting and submit your vote live via the internet. Attendance at the Annual Meeting live via the internet will not, by itself, cause your previously granted proxy to be revoked.

If you are a beneficial owner holding shares in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee in accordance with the instructions they provided (see “Voting Shares Registered in the Name of a Broker, Bank or Other Agent” above).

If you are a holder of Exchangeable Shares, you may revoke your voting instructions to TSX in accordance with the voting direction provided by TSX.

Tabulation of Votes

A representative from Equiniti Trust Company, LLC will act as inspector of elections and tabulate the votes at the Annual Meeting. All shares represented by valid proxies received before the Annual Meeting will be voted. If you submit a valid proxy containing instructions regarding how to vote with respect to any matter to be acted upon, your shares will be voted in accordance with those

instructions. If you submit a valid proxy with no instructions, then your shares will be voted by the individuals we have designated as proxies for the Annual Meeting in the following manner:


	•		“FOR” the election of each of the eight (8) director nominees named in this proxy statement (Proposal 1);

	•		“FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2023 (Proposal 2);

	•		“FOR” the approval of a reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35, with such ratio to be determined in the discretion of our Board and with such reverse stock split to be effected at such time and date as determined by our Board in its sole discretion. (Proposal 3);

	•		“FOR” the approval of the potential issuance of shares of common stock to Lincoln Park in excess of 19.99% of our outstanding common stock pursuant to the Nasdaq Listing Rules (Proposal 4); and

	•		“FOR” the approval of 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 (Proposal 5).

In addition, the individuals that we have designated as proxies for the Annual Meeting will have discretionary authority to vote your shares with respect to any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Voting Results

Preliminary voting results are expected to be announced at the Annual Meeting. Voting results will be tallied by the inspector of elections and reported in a Current Report on Form 8-K (the “Form 8-K”) that we will file with the SEC within four business days of the Annual Meeting. If the voting results reported in the Form 8-K are preliminary, we will subsequently file an amendment to the Form 8-K to report the final voting results within four business days of the date on which the final voting results are known.

Proxy Solicitation

This proxy solicitation is made by the Board, and we will bear the entire cost of soliciting proxies for the Annual Meeting, including costs associated with the preparation, assembly, printing and mailing of the proxy materials and any additional information furnished to stockholders. We will provide copies of the proxy materials to brokers, banks and other nominees holding shares of our common stock in their name for the benefit of others for forwarding to the beneficial owners. We may reimburse such brokers, banks or other agents for their costs associated with forwarding the proxy materials to the beneficial owners. We have retained D.F. King to assist with the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $60,000 in total. Proxy solicitations will be made primarily through the mail, but may be supplemented by telephone, email, or other electronic means by Broadridge, or by our directors, executive officers, employees or other agents without additional compensation to such individuals.

Householding of Proxy Materials

The SEC has adopted rules that permit brokers, banks and other nominees to satisfy the delivery requirements for proxy statements and annual reports, or notice of their availability, by delivering a single proxy statement and annual report to two or more stockholders sharing the same address. This process, which is commonly referred to as “householding,” can provide added convenience for our stockholders and additional cost savings for us.

This year, a number of brokers, banks and other nominees with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement and annual report or notice of internet availability will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other agent that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent to the householding of communications. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report or notice of availability, please either (i) notify your broker, bank or other agent, (ii) direct your written request to Meta Materials Inc., Attn: Investor Relations, 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9., or (iii) contact us by phone at (877) 255-8483. Upon receipt of any such written or oral request, we undertake to promptly deliver free of charge a separate copy of the proxy statement, annual report and/or notice of availability, as applicable, to a stockholder at a shared address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies of the proxy statement and annual report, or notices of availability, at their address and would like to request householding of their communications should notify us by mail or phone as described above or, if shares are held in “street name”, their broker, bank or other agent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information with respect to the beneficial ownership of our common stock as of October 18, 2023 by (i) each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director and (iii) all executive officers and directors as a group. Information with respect to beneficial ownership is based on a review of our stock transfer records and on the Schedules 13D and 13G that have been filed with the SEC by or on behalf of the stockholders listed below. Except as indicated by the footnotes below, we believe, based on the information available to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Percentage of beneficial ownership is calculated based on 489,414,607 shares of common stock outstanding as of October 18, 2023. We have determined beneficial ownership in accordance with SEC rules. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to stock options ("Options") held by that person that are currently exercisable or exercisable within 60 days of October 18, 2023. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except otherwise indicated in the footnotes below, the address of each beneficial owner listed in the table is Meta Materials Inc., 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9.

SEC Form DEF 14A filed by Meta Materials Inc.