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2022-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 16, 2022
MEGA MATRIX CORP.
(Exact name of registrant as specified in our charter)
or Other Jurisdiction
||(Commission File Number)
3000 El Camino Real,
|(Address of Principal Executive
(Registrant’s telephone number, including area code)
(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 Instruction A.2.
||Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
||Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Securities registered pursuant to Section 12(b) of the Act:
Title of each
Name of each exchange on which
Common Stock, par value $0.001 per share
NYSE American Exchange LLC
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.
Item 1.01. Entry into a Material Definitive
The information set forth under Item 5.02 below is incorporated by
reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) On September 16, 2022, the Board of Directors (the “Board”) of
Mega Matrix Corp. (the “Company”) received the resignation of Ms.
Florence Ng as Chief Operating Officer and director, effective as
of September 30, 2022, in connection with a termination agreement
dated September 16, 2022 (the “Termination Agreement”) entered into
by the Company with Ms. Ng. Pursuant to the terms of the
Termination Agreement, the Company and Ms. Ng mutually agreed to
terminate Ms. Ng’s employment agreement dated October 1, 2021 with
the Company, as amended on November 1, 2021 and March 25, 2022 (the
“Employment Agreement”) and Ms. Ng will resign from her positions
with the Company, including as Chief Operating Officer and
director, to be effective as of September 30, 2022. Ms. Ng also
agreed to a release of any and all claims against the Company, its
subsidiaries, affiliates and related parties which in any way
relate to Ms. Ng’s employment and association with the Company in
exchange for a release of any and all claims by the Company in
favor of Ms. Ng. Ms. Ng’s resignation is for personal reasons and
not due to any disagreement with the Company’s management team or
the Company’s Board on any matter relating to the operations,
policies or practices of the Company or any issues regarding the
Company’s accounting policies or practices.
On September 16, 2022, the Company entered into a consulting
agreement with Ms. Ng (the “Ng Consulting Agreement”) for a term of
two years beginning on October 1, 2022 and ending on September 30,
2024. Under the Ng Consulting Agreement, Ms. Ng will receive
monthly payments in the amount of $13,750 in connection with
certain consulting services to be provided by Ms. Ng to the
Company. In addition, on September 16, 2022, the Company entered
into a consulting agreement (the “FNC Consulting Agreement”) with
FNC Advisory Limited (“FNC”), of which Ms. Ng is its director, for
a term of one year ending on September 30, 2023. Under the FNC
Consulting Agreement, FNC will provide the Company certain
consulting services as set forth in the FNC Consulting Agreement
for a fixed fee of $142,800, which shall be paid in full by the
Company to FNC on October 3, 2022.
The foregoing summary of the terms of the Termination Agreement,
the Ng Consulting Agreement, and the FNC Consulting Agreement do
not purport to be complete and are subject to, and are qualified in
their entirety by reference to the full text of the Termination
Agreement, the Ng Consulting Agreement, and the FNC Consulting
Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3
respectively to this Current Report on Form 8-K and incorporated by
reference in this Item 5.02.
(c) On September 16, 2022, the Board appointed the Company’s
current financial manager, Mr. Yunheng (Brad) Zhang, as Chief
Operating Officer of the Company, to be effective as of October 1,
2022. Mr. Zhang will continue to receive his existing annual salary
of $90,000 in connection with his appointment as Chief Operating
Yunheng (Brad) Zhang, age 30. Mr. Zhang served as the
financial manager of the Company from October 2021 to September
2022. Prior to joining the Company, Mr. Zhang was a product manager
with Nengfan Technology Co. from 2020 to 2021. Mr. Zhang also
served as the financial accountant of Midea Australia, an appliance
company, from December 2018 to November 2019. Mr. Zhang received
his master’s degree in professional accounting from Monash
University in Australia in 2018 and received his bachelor’s degree
in product quality engineering from Xinhua University.
(d) In addition, on September 16, 2022, to fill the vacancy created
by Ms. Ng’s resignation, the Board elected Mr. Zhang to the Board,
to be effective as of October 1, 2022. Mr. Zhang will be appointed
as a member of the Company’s Executive Committee. Mr. Zhang will
not receive any compensation for his service as a director.
There are no arrangements or understandings with any other person
pursuant to which Mr. Zhang was appointed as a director or Chief
Operating Officer of the Company. There are also no family
relationships between Mr. Zhang and any of the Company’s directors
or executive officers. Except as disclosed in this Current Report
on Form 8-K, Mr. Zhang has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
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
hereunto duly authorized.
||Mega Matrix Corp.
/s/ Yucheng Hu
Chief Executive Officer
|Dated: September 21, 2022
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