| Item 1.01 |
Entry into a Material Definitive Agreement.
|
On March 31, 2022, Meta Materials, Inc. (the “Company”), on
the one hand, and Dmitry Yarmolich and Dzianis Yarmolich (the
“Sellers”), the two shareholders of Plasma App Ltd., a private
company limited by shares organized under the laws of England and
Wales (“PAL”), on the other hand, entered into an Agreement for the
Sale and Purchase of the Entire Issued Share Capital of Plasma App
Ltd. (the “Purchase Agreement”), pursuant to which the Company
agreed to purchase, subject to the terms and conditions of the
Purchase Agreement, all of the issued and outstanding equity of PAL
from the Sellers. PAL is the developer of PLASMAfusion™, a proprietary
manufacturing platform technology, which enables high speed coating
of any solid material on any type of substrate.
The closing of the transactions contemplated by the Purchase
Agreement occurred on April 1, 2022.
At the closing, the Company issued to the Sellers an aggregate of
9,677,419 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), representing a number of shares of
Common Stock equal to $18,000,000 divided by $1.86 (the volume
weighted average price for the ten trading days ending on
March 31, 2022). Additionally, on the date that is 18 months
after the date of the closing, the Company is obligated to issue to
the Sellers up to an additional 1,075,268 shares of Common Stock in
the aggregate, representing a number of shares of Common Stock
equal to $2,000,000 divided by $1.86 (the volume weighted average
price for the ten trading days ending on March 31, 2022),
subject to adjustment as provided in the Purchase Agreement,
including as a result of claims that may be brought by the Company
pursuant to the Purchase Agreement.
Under the Purchase Agreement, the Company has agreed to file a
registration statement with the U.S. Securities and Exchange
Commission that registers the resale of the Shares on behalf of the
Sellers.
The foregoing summary is not complete and is qualified in its
entirety by reference to the Purchase Agreement, which will be
filed as an exhibit in a subsequent periodic report of the Company
to be filed under the Securities Exchange Act of 1934, as
amended.
| Item 3.02 |
Unregistered Sales of Equity Securities.
|
The disclosure in Item 1.01 is incorporated herein by
reference.
The offer and sale of the shares of Common Stock to the Sellers
pursuant to the Purchase Agreement (the “Shares”) were not
registered under the Securities Act of 1933, as amended (the
“Securities Act”). The Shares were issued to two accredited
investors (as the term is defined in Rule 501(a) of
Regulation D) who are non-U.S. persons (as the term is
defined in Regulation S of the Securities Act) in an offshore
transaction, and such issuances were made in reliance on the
exemptions or exclusions from the registration requirements of
the Securities Act, contained in Regulation S and/or
Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. Appropriate restrictive
legends have been placed on the Shares.