MMAT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2023

META MATERIALS INC.

(Exact name of registrant as specified in its charter)

(902) 482-5729

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On March 9, 2023, George Palikaras, the President, Chief Executive Officer and a Director of Meta Materials, Inc. (the “Company”), published a Twitter post responding to questions/comments from the public also posted on Twitter and other social media relating to a potential reverse split of the Company’s shares of common stock to maintain compliance with the continued listing requirement of The Nasdaq Stock Market, LLC (“Nasdaq”) to maintain a closing bid price at or equal to $1.00 per share. A copy of the Twitter post is attached as Appendix A.

The Company disavows the twitter statement by George Palikaras regarding whether the Company may decide to implement a reverse split in order to comply with Nasdaq continued listing requirements. The Company has filed a Registration Statement (including a prospectus) with the SEC relating to its securities offered in a continuous “at-the-market” offering (“ATM”), and to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. You should rely only on the information in the Registration Statement and the ATM prospectus before purchasing any Company securities in the open market which may include shares being offered by the Company in the ATM offering.

Appendix A

March 9, 2023 Twitter Post from George Palikaras

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No Offer or Solicitation

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed distribution or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer or distribution of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the distribution will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

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.