| Item 1.01 |
Entry into a Material Definitive Agreement.
|
On June 24, 2022, Meta Materials Inc. (the “Company”) entered
into a securities purchase agreement, as amended and restated on
June 27, 2022, with certain institutional investors (the “SPA”) for
the purchase and sale in a registered direct offering of 37,037,039
shares of the Company’s common stock at a purchase price of $1.35
per share and warrants to purchase 37,037,039 shares at an exercise
price of $1.75 per share. The gross proceeds to the Company from
the offering are expected to be approximately $50 million,
before deducting placement agent fees and other estimated offering
expenses. The warrants will become exercisable six months after the
issuance date and expire five and a half years after the initial
issuance date. The closing of the offering is expected to occur on
or about June 28, 2022, subject to the satisfaction of
customary closing conditions.
On June 24, 2022, the Company also entered into a placement
agency agreement, as amended and restated on June 27, 2022, with
Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (the
“PAA”). Pursuant to the terms of the PAA, the co-placement agents agreed to use their
reasonable best efforts to arrange for the sale of the securities
and the Company agreed to pay the co-placement agents a cash fee equal to
6.0% of the gross proceeds generated from the sale of the
securities.
The securities are being offered and sold by the Company pursuant
to a prospectus supplement and an accompanying prospectus forming
part of a “shelf” registration statement on Form S-3 (Registration No. 333-256632), including a base
prospectus, previously filed with and declared effective by the
Securities and Exchange Commission (the “SEC”) on June 14,
2021, and a related registration statement on Form S-3
(Registration No. 333-265844) filed on June 27, 2022 pursuant to
Rule 462(b), which became effective automatically upon filing. In
connection with the offering, the Company suspended the offering of
any securities pursuant to the prospectus supplement filed with the
SEC on June 21, 2021 relating to the offer and sale of shares of
the Company’s common stock in at-the-market transactions under the
amended and restated sales agreement dated June 21, 2021 by and
between the Company and Roth Capital Partners, LLC.
The SPA and PAA contain customary representations, warranties and
covenants by the Company, customary conditions to closing,
indemnification obligations of the Company and the Purchasers,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the SPA and
PAA were made only for purposes of such agreements and as of
specific dates, were solely for the benefit of the parties to such
agreements, and may be subject to limitations agreed upon by the
contracting parties.
The foregoing descriptions of the material terms of the PAA, the
warrants and the SPA do not purport to be complete and are
qualified in their entirety by reference to the full text of the
PAA, the Form of Common Stock Purchase Warrant and the SPA, copies
of which are filed as Exhibits 1.1, 4.1 and 10.1 to this Current
Report on Form 8-K and are
incorporated herein by reference.
In addition, each institutional investor in the offering has
entered into a Leak-Out
Agreement with the Company (each, a “Leak-Out Agreement” and collectively,
the “Leak-Out Agreements”)
wherein each investor who is party to a Leak-Out Agreement (together with
certain of its affiliates) has agreed to not sell, dispose or
otherwise transfer, directly or indirectly (including, without
limitation, any sales, short sales, swaps or any derivative
transactions that would be equivalent to any sales or short
positions), on any trading day from the public announcement of the
offering and ending at 4:00 pm (New York City time) on
July 25, 2022 (the “Restricted Period”), shares of common
stock, or shares of common stock underlying any common stock
equivalents held by such investor on the date of the Leak-Out Agreements, including the
warrant shares (collectively, the “Restricted Securities”), in an
amount more than its pro rata portion of 30% of the cumulative
trading volume of the common stock, subject to certain exceptions.
This restriction will not apply to any actual “long” (as defined in
Regulation SHO promulgated under the Securities Exchange Act of
1934, as amended) sales by such investor (together with certain of
its affiliates) at or above $2.00 or to any actual “long” sales of
shares of common stock purchased in open market transactions by
such investor (together with certain of its affiliates) during the
Restricted Period. Further, this restriction will not apply to
sales or transfers of any such Restricted Securities in
transactions which do not need to be reported on the Nasdaq
consolidated tape so long as the purchaser or transferee executes
and delivers a Leak-Out
Agreement.
The legal opinion of Ballard Spahr LLP relating to the legality of
the issuance and sale of the securities in the offering is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
|
On June 22, 2022, the Company completed its acquisition of
certain assets of Optodot Corporation related to the business of
developing patents, intellectual property and prototype devices and
tools for the battery and other industries (the “Acquisition”),
under the terms of the previously announced Asset Purchase
Agreement dated June 16, 2022 (the “APA”). In connection with
the closing of the Acquisition, the Company paid $3.5 million
in cash and issued an aggregate of 26,766,265 shares of common
stock, of which 4,461,044 shares are restricted subject to certain
vesting milestones as set forth in the APA.
The foregoing description of the APA does not purport to be
complete and is qualified in its entirety by reference to the full
text of the APA, which is incorporated by reference as Exhibit 2.1
to this Current Report on Form 8-K.
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