Form 8-K - Current report

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 9, 2024

MEGA MATRIX CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-13387

94-3263974

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3000 El Camino Real,

Bldg. 4, Suite 200, Palo Alto, CA

94306

(Address of Principal Executive Offices)

(Zip Code)

650-340-1888

(Registrant’s telephone number, including area code)

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. below):

☐	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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		MPU		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 7.01 Regulation FD Disclosure

Mega Matrix Corp. (the “Company”) today announced that it plans to present at the HC Wainwright 26th Annual Global Investment Conference (“HCW Conference”). In accordance with the Regulation FD, the Company hereby furnishes the presentation slides that the Company will present at the HCW Conference on or after September 9, 2024. The sides are furnished hereto as Exhibit 99.2.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward Looking Statements” in Exhibit 99.1 and Exhibit 99.2 attached hereto.

The information in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statement and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 9, 2024, captioned “MEGA MATRIX CORP. to Present at H.C. Wainwright 26th Annual Global Investment Conference”
99.2		Mega Matrix Corp. Presentation Slides
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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 hereunto duly authorized.

	Mega Matrix Corp.
	a Delaware corporation

	By:	/s/ Yucheng Hu
		Yucheng Hu, Chief Executive Officer

Dated: September 9, 2024

Exhibit 99.1

MEGA MATRIX CORP. to Present at H.C. Wainwright 26^thAnnual Global Investment Conference

PALO ALTO, CA, September 9, 2024 (PR NEWSWIRE) -- Mega Matrix Corp. (“MPU” or the “Company”) (NYSE American: MPU) today announced that its management will present and deliver an in-person presentation at the H.C. Wainwright 26^th Annual Global Investment Conference.

Date: Wednesday, September 11, 2024

Presentation Time: 12:00 p.m. to 12:30 p.m. Eastern Time

Location: Rutherford, 4^th Floor, Lotte New York Palace, 455 Madison Avenue

New York, NY 10022

The presentation slides will be included in today’s current report on Form 8-K filed with the Securities and Exchange Commission, and will also be available for viewing on the company’s website later this week.

About Mega Matrix: Mega Matrix Corp. (NYSE AMEX: MPU) is a holding company that operates FlexTV, a short-video streaming platform and producer of short dramas, through its wholly-owned indirect subsidiary, Yuder Pte, Ltd. Mega Matrix Corp. is a Delaware corporation headquartered in Palo Alto, CA. For more information, please contact info@megamatrix.io or visit: http://www.megamatrix.io or follow us on social media via X (Twitter), Facebook or LinkedIn @megamatrixmpu.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements that are purely historical are forward looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: that the Company will become a leading player in the global streaming video industry, the ability to manage growth; ability to identify and integrate future acquisitions; ability to grow and expand our FlexTV business; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the business environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company’s new lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statements in this press release and the Company’s future results of operations are subject to additional risks and uncertainties set forth under the heading “Risk Factors” in documents filed by the Company with the Securities and Exchange Commission, including the Company’s latest annual report on Form 10-K, and are based on information available to the Company on the date hereof. In addition, such risks and uncertainties include the Company’s inability to predict or control bankruptcy proceedings and the uncertainties surrounding the ability to generate cash proceeds through the sale or other monetization of the Company’s assets. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.

Disclosure Channels

We announce material information about the Company and its services and for complying with our disclosure obligation under Regulation FD via the following social media channels:

X (f/k/a Twitter):	twitter.com/MegaMatrixMPU
Facebook:	facebook.com/megamatrixmpu facebook.com/flextvus
LinkedIn:	linkedin.com/company/megamatrixmpu
TikTok:	tiktok.com/@flextv_english
YouTube:	youtube.com/@FlexTV_English

The Company will also use its landing page on its corporate website (www.megamatrix.io) to host social media disclosures and/or links to/from such disclosures. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our website, press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our website.

Contact: Info@megamatrix.io

Exhibit 99.2

Mega Matrix Corp. NYSE American: MPU The inaugural publicly traded company specializing in short drama streaming video services

Investment Highlights A Blue Ocean Market • There is a profound viewer behavior change, characterized by shorter attention spans, vertical screen viewing, and increased multitasking. • Short dramas, as a new form of entertainment, create a blue ocean market. • This change will potentially change the landscape of the entertainment industry. • In China alone, this genre boasts an estimated market value of $5 billion in 2023. • This trend is quickly gaining momentum worldwide, with pioneer players like FlexTV setting the pace. • One series of top short drama can make the revenue of over $9 million. Proved in Many Countries MPU and FlexTV • MPU is the listed company specializing in short drama. • FlexTV has established a complete value chain encompassing script sourcing, drama production, and digital marketing. • MPU aims to creare a leading short drama platform in the world. 1

What is Short Drama? Short dramas aim to capture the essence of narratives within concise time frames, typically formatted vertically for optimal viewing on mobile phones, ranging from 1 to 3 minutes per episode . Each episode seamlessly integrates into a series, where complete story - lines unfold across 40 to over 100 episodes . Short dramas usually offer viewers a virtual escape, presenting narratives that resonate with emotions, fostering a sense of connection, and serving as a wellspring of comfort or inspiration in the digital realm . The global appeal of short dramas is underscored by their fast - growing market presence . In China, this genre commands an estimated market value of $ 5 billion in the year 2023 . This trend is rapidly gaining traction globally as well, indicating a promising future for FlexTV . FlexTV anticipates exponential growth in revenue throughout 2024 . 2

Short Drama 澦 Mr . Williams ! Madame Is Dying 澧

Company Profile Mega Matrix (NYSE American : MPU) is based in California, USA, with its Asian hub in Singapore . Mega Matrix Corp is a trailblazer in the realm of creative streaming video services through its indirect wholly owned subsidiary, Yuder Pte . Ltd . , which operates FlexTV . FlexTV, which distinguishes itself by introducing short dramas as a unique form of storytelling . MPU's commitment to short dramas emanates from a genuine understanding of the evolving viewing habits shaped by shorter attention spans, vertical viewing, and the prevalence of multitasking . MPU aims to solidify its position as a prominent player in the streaming video industry . 4

FlexTV Product No.8 on the U.S. App Store Entertainment Chart 5 FlexTV App Home Page No.8 on the Japan App Store Entertainment Chart

Popular Short Dramas on FlexTV 6

Summary Changing Viwer Behaviors We acknowledge the significant and profound impact of short video platforms on viewer behaviors, characterized by shorter attention spans, vertical screen viewing, and increased multitasking. We leverage the substantial void between the long - form dramas provided by entities like Netflix and the predominantly influencer - created short videos. The increasing market presence of short dramas highlights their popularity. In China alone, this genre boasts an estimated market value of $5 billion in 2023. This trend is quickly gaining momentum worldwide, with pioneer players like FlexTV setting the pace. Expanding Market Scale Innovative Business Model FlexTV's revenue primarily comes from pay - per - view, mainly from the US. FlexTV's business model speeds up the production and distribution cycle, reducing costs and turnaround time for individual productions, while targeted digital advertising enhances marketing precision to boost efficiency. Proven Capability FlexTV has established a complete value chain encompassing script sourcing, drama production, and digital marketing. With a proven business model illustrated by a monthly pre - acquisition income of $1 million, the platform has seen significant growth. FlexTV is poised to achieve exponential growth in 2024. 7

CEO and Director With over 15 years of experience in the internet industry, spanning various fields such as gaming and social media, he served as the founder and CEO of Chengdu Quleduo Technology Co . , Ltd . He established a large - scale mobile gaming platform named 'X 52 xiyou . com' centered around the Journey to the West theme . Additionally, he founded several software programming studios, such as the Dream Studio, and later developed various mini - programs for social media applications . Yucheng Hu CFO Carol Wang Hold a master's degree from Renmin University and she is a member of CICPA. Ms . Wang served as VP of Finance for U . S . Nasdaq - listed firms BTBT and GLG . With more than 7 years of experience, she specializes in IPOs, restructuring, and M&A within the U . S . capital market . She has held significant positions at Huao Trust, Yikuan Capital, and Ernst & Young . Her roles involved extensive engagement in investment and financing, investment research and strategy, auditing, and overseas taxation . Graduated from Tsinghua University and hold an MBA from McGill University in Canada, as well as an EMBA degree from Cheung Kong Graduate School of Business. Mr. Jia was an executive in Lucent Technologies China and the General Manager of Petro Titan. Songtao Jia CSO Management 8

Total Revenue $15.61M Membership and top - up streaming services revenue $14.32M Period Active Users (“PAU”) 1 4.09M Average revenue per user (“ARPU”) 2 $3.50 $7.17 “ARPU” of the U.S. 1.03M “PAU” of the U. S. 3.06M “PAU” of the other countries $28.79 Average revenue per paying user (“ARPPU” *) 4 Period Paying Users (“PPU”) 3 0.50M $32.99 “ARPPU” of the U.S. $25.33 “ARPPU” of the other countries 0.23M “PPU” of the U.S. 0.27M “PPU” of the other countries $2.26 “ARPU” of the other countries 1. An active user is defined as a user who has downloaded and opened FlexTV app at least once. 2. ARPU is defined as average membership and top - up streaming services revenue generated by each active user. 3. A paying user is defined as a user who has registered for a membership or topping up, provided a method of payment, and is entitled to access FlexTV services. This membership or topping up does not include participation in free trials or other promotional offers extended by the company to new users. 4. ARPPU is defined as average membership and top - up streaming services revenue generated by each paying user. $1.29M Online advertising revenue 2024 First Half Performance Brief & Regional Breakdown 9

Total Membership and top - up streaming services revenue $14.3M $7.4M Total recharge from users $15.8M from the U.S. $6.9M from the other countries $9.8M $6.0M 51.8% 48.2% 61.9% 38.1% from the U.S. from the other countries 2024 First Half Performance Brief & Regional Breakdown 10

Total Revenue $6.92M Membership and top - up streaming services revenue $6.27M Quarterly Active Users (“QAU”) 1 2.04M Average revenue per user (“ARPU”) 2 $3.07 $7.09 “ARPU” of the U.S. 0.43M “QAU” of the U. S. 1.61M “QAU” of the other countries $31.12 Average revenue per paying user (“ARPPU” *) 4 Quarterly Paying Users (“QPU”) 3 0.20M $41.68 “ARPPU” of the U.S. $25.17 “ARPPU” of the other countries 0.07M “QPU” of the U.S. 0.13M “QPU” of the other countries $2.01 “ARPU” of the other countries 1. An active user is defined as a user who has downloaded and opened FlexTV app at least once. 2. ARPU is defined as average membership and top - up streaming services revenue generated by each active user in one quarter. 3. A paying user is defined as a user who has registered for a membership or topping up, provided a method of payment, and is entitled to access FlexTV services. This membership or topping up does not include participation in free trials or other promotional offers extended by the company to new users. 4. ARPPU is defined as average membership and top - up streaming services revenue generated by each paying user in one quarter. $0.65M Online advertising revenue 11 2024 Q2 Performance Brief & Regional Breakdown

Total Membership and top - up streaming services revenue $6.3M $3.0M Total recharge from users $6.5M from the U.S. $3.3M from the other countries $3.6M $2.9M 12 48.3% 51.7% 56.0% 44.0% from the U.S. from the other countries 2024 Q2 Performance Brief & Regional Breakdown

United States and Canada 54.8% Asia - Pacific 24.6% Europe ͧ Middle East and Africa 13.7% Latin America 6.9% United States and Canada Asia - Pacific Europe ͫ Middle East and Africa Latin America 13 2024 First Half Membership & Top - up Streaming Services Revenue Breakdown 2024 First Half Performance Brief & Regional Breakdown

FlexTV Ranked in the top 10 Free Entertainment Apps Chart on the App Store and Google Play in various countries. July 16 th TOP 2 Thailand July 26 th TOP 8 Japan July 31 st TOP 7 France August 12 th TOP 3 Indonesia August 12 th TOP 5 South Korea 2024 First Half Operation Highlights 14

• Several hit series were released As of July 31, 2024, “Mr. Williams! Madame is Dying” generated unaudited total user top - up amount reaching over $9 million and brought over 200 million views which demonstrated the powerful monetization capability of hit series. Gross profit Cost of revenues • Gross profit for H1 2024 reached $9.4 million, with an almost 60% gross profit margin. 2024 First Half Operation Highlights 15

Sep 6 Oct 7 Nov 8 Dec 10 Aug 6 Jul 5 English Self - produced Drama Pipeline: 2024 Second Half 16

APPENDIX

FlexTV Business Model FlexTV has established a comprehensive value business model, seamlessly integrating content production, distribution, and operations. Digital Marketing Content Creation Pay - to - watch FlexTV Production Distribution Ads Placement 18

FlexTV Industrialized Content Platform Topic and Script Review User Research Internal Original Production Externa Procurement Review Carefully Select Production Studios Stable Producing Process Efficient Editing Hit Production Experience Mass Content Production Data Analysis Matching Production Studios and Evaluation Sustainable Content Supply Rapid Iteration Production, Directing, Editing, Post - production Pioneering the adoption of Netflix model to incubate studios Nurturing and supporting content production partners 19

MPU Strength as a Listed Company Organic Growth Financing and M&A Strengthen Brand Expand User Base Relying on the platform of the listed company to continuously integrate upstream and downstream players in the industry chain Accumulating quality content through in - house production and external collaboration The competition in the global short drama market is anticipated to conclude within a year or two, with successful models inevitably integrating capital and business. As we believe we are the sole US - listed company dedicated to short dramas, MPU holds distinct advantages in financing and mergers and acquisitions (M&A) 20

FlexTV Content and Location Canada the United States England South Korea Japan Thailand Spanish Australia Brazil Indonesia FlexTV focuses on providing short drama services, gradually covering all mainstream languages, and is available in more than 100 countries. 21

Supply - Side Characteristics Demand - Side Characteristics Chinese Mini - Program Short Drama Apps Exceed 100 Million MAU Million Users Short Drama Apps reach 20 Million DAU Vertical Screen Entertainment Era: User Content Consumption Preferences Shift, Short Drama Features Attract a Wide Audience Short Drama Mechanism and Features User Base and Preference Validation Long Drama Cutoff ≠ ≠ Artistic Works Vertical Screen, Fragmented Popular Art Conflicts, Fast - Paced Emotional Value Mass Industrialized Production Rapid Iteration Replicable Fast Return 9.79 22 28.62 86.8 95.25 120.01 Source ͹ QuestMobile TRUTH Mobile Internet Research Database 202311

The short drama market in China is growing rapidly, with an annual market exceeding 5 billion USD and monthly active users exceeding 100 million, fully validating product. Short Drama Market Size and Growth in China Billion USD 2020 2021 2022 2023 2024F 2025F 2026F 0.1 0.5 1.4 5.2 7 9.4 11 Script polishing 14 - 30 days Filming period 14 - 30 days Release period 30 - 60 days ~ $100,000 production cost with charge fees of one series over $100mm Example of Short Drama Product Launch Timeline x In 2023, on a certain short video platform in China, the number of short dramas with over 100 million views reached 500, multiple top short dramas have surpassed 1 billion views Source ͹ iMedia Research‘s ’2023 - 2024 China Short Drama Market Research Report‘ ͫ Douyin App The Cost Structure of Short Dramas Production costs 5~10% Distribution costs 80~90% 23

Global Short Drama: a verified business model, filling content gaps in the mass market and cultivating a vertical - screen streaming media giant Source: Guohai Securities The market size of global short dramas will reach $36 billion in 3 years High - value paying audience Broad content themes A replicable successful model to win the mass market Created conditions for a vertical - screen streaming giant Theatres TV Boxes Online Films Hollywood HBO NetFlix Elite Content 24 Mass Content Short Video Short Drama Film and Video Industry Pyramid

Safe Harbor and Disclaimer Forward Looking Statements Safe Harbor This presentation and other written or oral statements made from time to time by representatives of Mega Matrix Corp. (sometimes referred to as “Mega Matrix”) contains “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these forward - looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Among other things, the business outlook for our new business FLEXTV, as well as Mega Matrix’s strategic and operational plans, contain forward - looking statements. Mega Matrix may also make written or oral forward - looking statements in its periodic reports to regulators, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Mega Matrix’s beliefs and expectations, are forward - looking statements. Forward - looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward - looking statement, including but not limited to the following: the performance of FLEXTV; the successful implementation of its business strategy; its ability to compete effectively; its ability to maintain its pricing, control costs or continue to grow its business; the effects of the novel coronavirus (COVID - 19) on its business; the continued service of certain of its key employees and management; its ability to attract and retain enough highly trained employees; and its involvement in any disputes, legal, regulatory, and other proceedings arising out of its business operations. These risks are detailed from time to time in Mega Matrix's periodic reports filed with the Securities and Exchange Commission and could cause actual results to differ materially. All information provided in this presentation is as of the date of this presentation and Mega Matrix undertakes no obligation to update any forward - looking statement, except as required under applicable law. Disclaimer This communication and the information contained herein is not an offer to sell securities in the United States or elsewhere and are for informational purposes only. The securities of Mega Matrix or any of its subsidiaries and affiliates may not be offered or sold in the United States or to, or for the account or benefit of U.S. person (as such term in defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) absent registration pursuant to the Securities Act, or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the issuer and management, as well as financial statements. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. 25

3000 El Camino Real Bldg 4, Suite 200 Palo Alto, CA 94306 21 Floor, 88 Market Street, CapitaSpring, Singapore 048948 ir@megamatrix.io www.megamatrix.io www.flextv.cc

Cover	Sep. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 09, 2024
Entity File Number	001-13387
Entity Registrant Name	MEGA MATRIX CORP.
Entity Central Index Key	0001036848
Entity Tax Identification Number	94-3263974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3000 El Camino Real
Entity Address, Address Line Two	Bldg. 4
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	650
Local Phone Number	340-1888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MPU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false