MMAT Meta Materials Inc

 

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): September 29, 2023

 

 

Meta Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada			001-36247	74-3237581
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
60 Highfield Park Dr
Dartmouth, Nova scotia, Canada				B3A 4R9
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 902 482-5729

 

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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MMAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

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Item 8.01.	Other Events.

Securities Class Action Lawsuit; Granted Motion to Dismiss

 

As previously disclosed, beginning in January 2022, two putative securities class action lawsuits were filed in the U.S. District Court for the Eastern District of New York (the “Court”) against Meta Materials, Inc. (also referred to herein as the “Company”, "META", “we”, “us”, or “our”), our chief executive officer, our former chief financial officer, a former chairman of the board of directors of Torchlight Energy Resources, Inc. ("Torchlight"), and Torchlight's former chief executive officer. The complaints, purportedly brought on behalf of all purchasers of our publicly traded securities from September 21, 2020 through and including December 14, 2021, asserted claims under Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934, or the Exchange Act, and Sections 11 and 15 of the Securities Act of 1933, arising primarily from a short-seller report and statements related to our business combination with Torchlight and were subsequently consolidated into a single action captioned "In re Meta Materials Inc. Securities Litigation, No. 1:21-cv-07203 ("Securities Class Action Lawsuit").

On September 29, 2023, following complete briefing and argument of defendants’ motion to dismiss, the Court entered an order granting defendants’ motion to dismiss and holding that plaintiffs failed to plead (1) a false statement or material omission or (2) a strong inference of scienter. The order dismissed all claims against all defendants, including the Company. Plaintiffs might move for leave to file an amended complaint. If plaintiffs do not file such a motion or the court denies it, the plaintiffs will have 30 days to file a notice of appeal from the date the court enters a final judgment in favor of the defendants.

 

On October 2, 2023, we issued a press release announcing dismissal of the Securities Class Action Lawsuit described above in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated October 2, 2023.
104	Cover Page Interactive Data File (embedded as Inline XBRL document).

 

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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.

			META MATERIALS INC.
Date:	October 2, 2023	By:	/s/ George Palikaras
			George Palikaras President and Chief Executive Officer

 

 

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Exhibit 99.1

Meta Materials Announces Favorable Ruling in Securities Class Action Lawsuit

Halifax, NS /ACCESSWIRE / October 2, 2023 /Meta Materials, Inc. (the “Company” or “META”) (Nasdaq: MMAT), a global leader in advanced materials and nanotechnology, today announced the U.S. District Court for the Eastern District of New York has granted the Company's motion to dismiss the securities class action lawsuit previously disclosed. The court ruled that the complaint fails to plead any false statements, material omissions, or a strong inference of fraudulent intent by META or the other named defendants. The court’s order dismisses all claims against all defendants, including META.

The lawsuit, initially filed in January 2022, consolidated two separate class action lawsuits primarily stemming from a short-seller report and statements related to META's business and its proposed combination with Torchlight Energy Resources, Inc. The court's decision dismisses these allegations.

“We appreciate the court's thorough examination of the complaint and the Company’s motion. Our priority remains serving our shareholders and continuing our work in the field of advanced materials and nanotechnology towards developing solutions that make a difference in people’s lives.” said George Palikaras, President and CEO of Meta Materials. “We are deeply appreciative of the trust, patience and support our shareholders, customers and partners have demonstrated throughout this process."

The court has not yet entered a judgment in favor of the defendants. Plaintiff might seek leave from the court to file an amended complaint and/or appeal the court’s decision. Investors and shareholders can access a copy with further details in the Company's Form 8-K, which the Company filed with the SEC on October 2, 2023.

 

About Meta Materials Inc.

Meta Materials Inc. (META) is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.

 

Media Inquiries

Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.

media@metamaterial.com

 

Investor Contact

Mark Komonoski
Senior Vice President
Integrous Communications
Phone: 1-877-255-8483
Email: ir@metamaterial.com

 

60 Highfield Park Drive I Suite 102 I Dartmouth I Nova Scotia I B3A 4R9 I Canada I NASDAQ: MMAT I metamaterial.com

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Forward Looking Information

 

This press release includes forward-looking information or statements within the meaning of Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, regarding the Company, which may include, but are not limited to, statements with respect to the Company’s product development, the court’s order dismissing the securities class action complaint, and the potential next steps in the litigation following the court’s order. Often but not always, forward-looking information can be identified by the use of words such as “pursuing”, “potential”, “predicts”, “projects”, “seeks”, “plans”, “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “might”, “could”, “should”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. In particular, the securities class action plaintiffs could move for leave to file an amended complaint, the court could grant plaintiffs’ motion for leave to file an amended complaint, and once filed, the court could deny a subsequent motion to dismiss that amended complaint. Once judgment is entered, the plaintiffs in the securities class action could appeal. More details about these and other risks that may impact the Company’s businesses are described under the heading “Forward-Looking Information” and under the heading “Risk Factors” in the Company’s Form 10-K filed with the SEC on March 23, 2023, in the Company’s Form 10-K/A filed with the SEC on March 24, 2023, in the Company’s Form 10-Q filed with the SEC on August 9, 2023, and in subsequent filings made by Meta Materials with the SEC, which are available on SEC’s website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.

 

 

2

 

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v3.23.3

Document And Entity Information	Sep. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 29, 2023
Entity Registrant Name	Meta Materials Inc.
Entity Central Index Key	0001431959
Entity Emerging Growth Company	false
Securities Act File Number	001-36247
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	74-3237581
Entity Address, Address Line One	60 Highfield Park Dr
Entity Address, City or Town	Dartmouth
Entity Address, State or Province	NS
Entity Address, Postal Zip Code	B3A 4R9
City Area Code	902
Local Phone Number	482-5729
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MMAT
Security Exchange Name	NASDAQ

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