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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): May 20, 2024
MEGA MATRIX CORP.
(Exact name of registrant
as specified in our 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)
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 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(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
On
May 21, 2024, Mega Matrix Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of
Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock
of the Company, $0.001 par value (the “Common Stock”), from 40,000,000 to 75,000,000, effective May 22, 2024. A copy of the
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated
by reference.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
On
May 20, 2024, the Company convened its Special Meeting of Stockholders virtually. As of the record date of April 26, 2024, 35,977,981
shares of the Company’s Common Stock were outstanding and entitled to vote. Of this amount, 16,308,041 shares of Common Stock, representing
approximately 45.33% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting
a quorum. Set forth below are the voting results from the proposals presented for a stockholder to vote at such meeting, each of which
received a sufficient number of votes to pass.
| 1. |
To approve an amendment to Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized shares of Common Stock of the Company from 40,000,000 to 75,000,000: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 15,995,252 |
|
84,912 |
|
227,877 |
| 2. |
To approve the proposed Mega Matrix Corp. 2024 Restricted Stock Plan: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTE |
| 13,797,472 |
|
144,798 |
|
204,530 |
|
2,161,241 |
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the
undersigned hereunto duly authorized.
| |
Mega Matrix Corp. |
| |
|
| |
By: |
/s/ Yucheng Hu |
| |
|
Yucheng Hu |
| |
|
Chief Executive Officer |
| |
|
|
| Dated: May 22, 2024 |
|
|
Exhibit 3.1
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF “MEGA MATRIX CORP.”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF MAY, A.D. 2024, AT 3:06 O’CLOCK P.M.
AND
I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-SECOND DAY OF MAY, A.D. 2024.
| |
|
 |
| |
|
Jeffrey W. Bullock, Secretary of State |
2716968 8100
SR#
20242320706 |
 |
Authentication:
203529552
Date:
05-22-24 |
You
may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MEGA MATRIX CORP.
Pursuant to Section
242 of the General Corporation Law of the State of Delaware
Mega Matrix Corp., a corporation
organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) DOES
HEREBY CERTIFY:
1. Pursuant
to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment (this “Certificate
of Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Corporation (as heretofore amended, the “Certificate
of Incorporation”) amends the provisions of the Certificate of Incorporation.
2. The
Board of Directors of the Corporation has duly adopted resolutions approving and declaring the following amendment to the Certificate
of Incorporation to be advisable and in the best interests of the Corporation and its stockholders.
3. Part
(A) of ARTICLE IV to the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
(A) Authorized Capital Stock.
The total number
of shares of all classes of capital stock which the Corporation shall have authority to issue is 77,000,000 shares of capital stock, consisting
of (i) 75,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 2,000,000
shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
Notwithstanding
anything to the contrary contained herein, the rights and preferences of the Common Stock shall at all times be subject to the rights
and preferences of the Preferred Stock as may be set forth in this Second Amended and Restated Certificate of Incorporation or one or
more certificates of designations filed with the Secretary of State of the State of Delaware from time to time in accordance with the
DGCL and this Second Amended and Restated Certificate of Incorporation. The number of authorized shares of Common Stock or Preferred Stock
may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote
of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of capital stock entitled
to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor
provision thereto), and no vote of the holders of the Common Stock or the Preferred Stock voting separately as a class or series shall
be required therefor unless a vote of any such holder is required pursuant to this Second Amended and Restated Certificate of Incorporation
(including any certificate of designation relating to any series of Preferred Stock).
4. The foregoing amendment was duly adopted by the Board of
Directors of the Corporation and its stockholders in accordance with the provisions of Section 242 of the DGCL and Article X of the
Certificate of Incorporation.
5. This Certificate of Amendment
shall become effective as of May 22, 2024.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Yucheng Hu, its Chief Executive Officer,
this 21st day of May, 2024.
| |
Mega Matrix Corp. |
| |
|
| |
/s/ Yucheng Hu |
| |
By: Yucheng Hu |
| |
|
| |
Its: Chief Executive Officer |
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