Completion of Acquisition or Disposition of Assets.
On December 14, 2022, Meta Materials Inc. (the “Company”)
completed the spin-off of
Next Bridge Hydrocarbons, Inc. (“Next Bridge”) by distributing (the
“Distribution”) the Company’s equity interests in Next Bridge to
holders of the Company’s Series A Non-Voting Preferred Stock, par value
$0.001 per share (the “Series A Preferred Stock”).
In the Distribution, the Company distributed one share of Next
Bridge common stock to holders of the Company’s Series A Preferred
Stock for each outstanding share of Series A Preferred Stock owned
as of the record date of December 12, 2022. In the aggregate,
the Company distributed 165,472,241 shares of Next Bridge common
stock to holders of the Company’s Series A Preferred Stock.
Until the date of the Distribution, as a wholly-owned subsidiary,
Next Bridge’s financial results were consolidated into the
Company’s financial results with Next Bridge’s assets being shown
as held-for-sale. Subsequent to the
Distribution, Next Bridge no longer constitutes part of the
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
On December 14, 2022 at 5:00 PM Eastern Time, a Certificate of
Withdrawal (the “Certificate of Withdrawal”) for the Certificate of
Designation of Preferences, Rights and Limitations (the
“Certificate of Designation”) of the Series A Preferred Stock
previously filed with the Secretary of State of the State of Nevada
the Company became effective. At the effective time of the
Certificate of Withdrawal, no shares of any of Series A Preferred
Stock were outstanding, and. the previously-designated shares of
Series A Preferred Stock resumed the status of the Company’s
undesignated authorized preferred stock, par value $0.001 per
share. All matters set forth in the previously-filed Certificate of
Designation with respect to the Series A Preferred Stock were
eliminated from our Articles of Incorporation.
The foregoing description of the Certificate of Withdrawal does not
purport to be complete and is qualified in its entirety by
reference to the Certificate of Withdrawal, a copy of which is
filed as Exhibit 3.3.2 to this Current Report on Form 8-K and is incorporated herein by
Regulation FD Disclosure.
On December 15, 2022, the Company issued a press release
regarding the transactions described above. A copy of the press
release is attached as Exhibit 99.1 and is incorporated by
The information in this Item 7.01 of this report is being
furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor will it be 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 filing.
Item 9.01 Financial Statements and