UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

META MATERIALS INC.

60 Highfield Park Drive, Suite 102

Dartmouth, Nova Scotia

March 4, 2024

Dear Stockholder:

We cordially invite you to attend a special meeting of stockholders (the “Special Meeting”) of Meta Materials Inc., a Nevada corporation, which will be held virtually, via live webcast at https://web.lumiagm.com/231241931, on April 15, 2024 at 12:00 p.m., Eastern Time.

Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. You are entitled to vote at the Special Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of February 21, 2024.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Special Meeting in person, please vote as promptly as possible by following the instructions in the accompanying proxy statement to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting online during the live webcast of the Special Meeting, you may vote in advance via the Internet, by telephone or by signing, dating and returning the accompanying proxy card.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

On behalf of management and our Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Special Meeting virtually.

On behalf of management and our Board of Directors, we thank you for your continued support and interest in Meta Materials Inc.

Sincerely,

/s/ Uzi Sasson
Uzi Sasson
President and Chief Executive Officer

META MATERIALS INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2024

March 4, 2024

Dear Stockholder:

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Meta Materials Inc., a Nevada corporation, will be held virtually, via live webcast at https://web.lumiagm.com/231241931, on April 15, 2024 at 12:00 p.m., Eastern Time. To be admitted to the Special Meeting, you must have your control number available and follow the instructions found on your proxy card.

The Special Meeting will be held for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting of Stockholders.

Our Board of Directors has fixed the close of business on February 21, 2024 as the record date for the determination of stockholders entitled to vote at the Special Meeting. Only stockholders of record at the close of business on February 21, 2024 are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment thereof.

It is important that your shares be represented and voted, regardless of whether you plan to attend the virtual Special Meeting at https://web.lumiagm.com/231241931. You may vote in advance of the Special Meeting on the Internet, by telephone or by completing and mailing a proxy or voting card. Voting in advance by Internet, telephone or mail will ensure your shares are represented at the Special Meeting. If you attend the meeting virtually, you may choose to revoke your proxy and vote online during the meeting if you are a stockholder of record.

On behalf of management and our Board of Directors, we thank you for your continued support and interest in Meta Materials Inc.

Sincerely,

/s/ Uzi Sasson
Uzi Sasson
President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders

to be held on April 15, 2024: This notice and the accompanying proxy statement

are being made available on or about March 4, 2024 at https://www.astproxyportal.com/ast/27756/

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on Meta Materials Inc. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. We do not guarantee that the actions and events described herein will happen as described (or that they will happen at all).

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”), in our Quarterly Reports on Form 10-Q filed with the SEC, and in other documents we filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

META MATERIALS INC.

60 Highfield Park Drive, Suite 102

Dartmouth, Nova Scotia

NOTICE OF ANNUAL(902) 482-5729

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 11, 2023

We hereby give notice that the 2023 Annual Meeting of Stockholders of Meta Materials Inc. willTo be held on December 11, 2023,April 15, 2024

GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

General

The enclosed proxy is being solicited by our Board of Directors (our “Board”) for use at a special meeting of stockholders of the Company, to be held virtually, via live webcast at https://web.lumiagm.com/231241931, on April 15, 2024 at 12:00 p.m., Eastern Time, or at any adjournment or postponement thereof (the "Annual Meeting"“Special Meeting”).

The Annual Meeting will be held in a virtual meeting format at https://web.lumiagm.com/231241931.

If you hold shares of Meta Materials Inc., in addition to voting by submitting your proxy prior tofor the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. If you are a stockholder of Metamaterial Exchangeco Inc., please refer to the section titled “If you are a Holder of Record of the Exchangeable Shares” includedpurposes set forth herein and in the accompanying proxy statement for information regarding voting in the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. The AnnualNotice of Special Meeting will be held for the following purposes:

Under Nevada law, only stockholders of record on the record date ("Record Date"), which is October 16, 2023, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. It is important that your shares be represented at this meeting so that the presence of a quorum is assured.

Your vote is important. Even if you plan to attend the live webcast of the Annual Meeting, please date and execute the proxy card or voting instruction form and return it promptly as soon as possible. If you attend the live webcast of the Annual Meeting, you may revoke your proxy and vote your shares during the live webcast of the Annual Meeting.

IF YOU PLAN TO ATTEND:

Stockholders. To be admitted to the AnnualSpecial Meeting, at https://web.lumiagm.com/231241931 you must have your control number available and follow the instructions found on your proxy card or, if you have a voting instruction form, you will be admitted as a guest. You may vote duringcard. As used in this proxy statement, the Annual Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Annual Meeting“Company,” “we,” “us,” and “our” refer to complete the online check-in process. Your vote is very important.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on December 11, 2023

The Proxy Statement, form of proxy card and 2022 Annual Report on Form 10-K (as amended), are being made available on or about November 1, 2023, at: http://www.astproxyportal.com/ast/24438. We are providing access to our proxy materials over the Internet under the “notice and access” rules adopted by the Securities and Exchange Commission.

META MATERIALS INC.

60 Highfield Park Drive, Suite 102

Dartmouth, Nova Scotia

PROXY STATEMENT

FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS

To be held on December 11, 2023

The Board of Directors (the “Board”) of Meta Materials Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders to be held on December 11, 2023, at 12:00 p.m. Eastern Time and at any adjournment thereof. The Annual Meeting will be held in a virtual format online at https://web.lumiagm.com/231241931.corporation.

This Proxy Statementproxy statement contains information relating to the AnnualSpecial Meeting and the matters to be voted upon. Stockholders attending the live webcast of the AnnualSpecial Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. If you hold common sharesstock of the Company, in addition to voting by submitting your proxy prior to the AnnualSpecial Meeting, you also will be able to vote your shares electronically during the AnnualSpecial Meeting. If you are a stockholder of Metamaterial Exchangeco Inc. (“Exchangeco”), please refer to the section titled “If you are a Holder“Holder of Record of the Exchangeable Shares” below for information regarding voting in the AnnualSpecial Meeting.

This proxy statement is first being sent to our stockholders entitled to vote at the Special Meeting on or about March 4, 2024. The Notice of Special Meeting and proxy statement are also available online at https://www.astproxyportal.com/ast/27756/.

Whether or not you expect to attend the live webcast of the AnnualSpecial Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the AnnualSpecial Meeting. Promptly voting your shares will save us the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the AnnualSpecial Meeting if you desire to do so, as your proxy is revocable at your option as described elsewhere in this Proxy Statement.proxy statement. Your vote is important, so please act today!

INFORMATION CONCERNING THE ANNUAL MEETING

MailingRecord Date and Solicitation. This Proxy Statement and accompanying form of proxy card will first be made available to stockholders on or about November 1, 2023. The cost of the solicitation of proxies will be paid by us.Outstanding Shares

Annual Report. A copyOnly stockholders of our 2022 Annual Reportrecord at the close of business on Form 10-K, as amendedFebruary 21, 2024 (the "2022 Annual Report"“Record Date”), has been made available with this Proxy Statementare entitled to all stockholders entitledreceive notice of and to vote at the AnnualSpecial Meeting.

Proxies. Whether or not you plan to attend the live webcast of the Annual Meeting, we request that you promptly submit the proxy card or Our only outstanding voting instruction form and vote your shares pursuant to the voting instructions therein. A control number, located on the proxy card, is designed to verify your identity, allow you to vote your shares, and confirm that your voting instructions have been properly recorded.

If your sharessecurities are registered in the name of a bank, broker, or other nominee, follow the proxy instructions on the form you receive from your bank, broker or other nominee. The availability of telephone and internet proxy will depend on your bank, broker or other nominee’s proxy processes. Under the rules of the New York Stock Exchange, brokers who hold shares in “street name” for customers are precluded from exercising voting discretion with respect to the approval of non-routine matters (so called “broker non-votes”) where the beneficial owner has not given voting instructions. For more information on broker non-votes, please read the section titled ”Effect of Abstentions and Broker Non-Votes” below.

Voting in Accordance with Instructions. The shares represented by your properly completed proxy will be voted in accordance with your instructions marked on it. If you properly sign, date, and deliver to us your proxy but you mark no instructions on it, the shares represented by your proxy will be voted FOR the election of each of the eight (8) director nominees named in this Proxy Statement (Proposal 1); FOR the ratification of KPMG as our independent registered public accounting firm for fiscal year 2023 (Proposal 2); FOR the approval of a reverse stock split of our common stock at a ratio within the range of 1-for-5 to 1-for-35, with such ratio to be determined in the discretion of our Board and with such reverse stock split to be effected at such time and date as determined by our Board in its sole discretion (Proposal 3); FOR the approval of the potential issuance of shares of common stock, to Lincoln Park in excess of 19.99%par value $0.001 per share (“Common Stock”), one share of our outstanding common stock pursuantSeries B Special Voting Preferred Stock, par value $0.001 (the “Series B Special Voting Preferred Stock”), and shares of our Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). As of the Record Date, 6,421,384 shares of our Common Stock, one share of our Series B Special Voting Preferred Stock and 6,421,385 shares of our Series C Preferred Stock were outstanding.

Unless indicated otherwise, all references to share numbers with respect to our Common Stock herein give effect to the Nasdaq Listing Rules (Proposal 4);1-for-100 reverse stock split that we effected on January 29, 2024.

Quorum

At the Special Meeting, an inspector of elections will determine the presence of a quorum and FOR tabulate the approvalresults of the amendment of the 2021 Equity Incentive Plan to increase the maximum aggregate number of shares that may be subject to awards and sold under the 2021 Equity Incentive Planvoting by 50,000,000 (Proposal 5). The Board of Directors is not aware of any other matters to be presented for action at the Annual Meeting, but if other matters are properly brought before the Annual Meeting, shares represented by properly completed proxies received by mail will be voted in accordance with the judgment of the persons named as proxies.

Quorum and Voting Rights. The presence during the live webcast of the Annual Meeting or by proxystockholders. A quorum exists when holders of one-third or more of the outstanding shares of the Company entitled to vote onare represented in person (via live webcast) or by proxy at the record date constitutes aSpecial Meeting. A quorum is necessary for purposesthe transaction of voting on a particular matter and conducting business at the meeting.Special Meeting.

Stockholders Entitled to Vote at the Special Meeting

Holders of record of our Common Stock, Series B Special Voting Preferred Stock and Series C Preferred Stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Special Meeting and at any adjournments or postponements thereof. We currentlyare also providing these proxy materials to holders of our Exchangeable Shares (as defined below), which shares have two classesvoting rights that will be represented by the votes cast, if any, by the holder of stock issuedour Series B Special Voting Preferred Stock in accordance with the instructions received from the holders of such shares, if any.

As a result of the distribution of the shares of Series C Preferred Stock on February 2, 2024, each holder of shares of our Common Stock as of February 2, 2024 also holds one a share of our Series C Preferred Stock equal to the whole number of shares of Common Stock held by such holder. On February 19, 2024, under the terms of a securities purchase agreement relating to the registered direct offering completed on February 21, 2024 (the “Offering”), we also distributed one share of Series C Preferred Stock for each share of Common Stock purchased in the Offering. In addition, we distributed one share of our Series C Preferred Stock in respect of each voting right represented by our Series B Preferred Stock as of February 2, 2024.

Because any shares of Series C Preferred Stock that are not present in person or by proxy at the Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be automatically redeemed, if you fail to submit a proxy to vote your shares or attend the Special Meeting in order to do so, your shares of Series C Preferred Stock will be redeemed immediately prior to the opening of the polls at the Special Meeting and outstanding: common stockwill not be entitled to vote at the Special Meeting.

You do not need to attend the live webcast of the Special Meeting to vote your shares. Instead, you may vote your shares in advance by marking, signing, dating and returning the enclosed proxy card or voting through the Internet or by telephone as described below.

Voting Rights of the Stockholders

Shares of our Common Stock and Series B Special Voting Preferred Stock. Stock are entitled to vote on all matters brought before the Special Meeting. Shares of our Series C Preferred Stock are only entitled to vote on the Authorized Share Increase Proposal and the Adjournment Proposal and will not be entitled to vote on any other matter, except to the extent required under the Nevada law. Shares of our Common Stock, Series B Special Voting Preferred Stock and Series C Preferred Stock vote together as a single class.

Common Stock

Each share of common stock entitles its holderour Common Stock outstanding as of the Record Date is entitled to one vote per share on all matters properly brought before the Special Meeting.

Series B Special Voting Preferred Stock and the Exchangeable Shares

The share of our Series B Special Voting Preferred Stock outstanding as of the Record Date is entitled to one vote on all matters to be voted upon atproperly brought before the Annual Meeting. As of the record date for the Annual Meeting, there was one outstanding share of Series B Special Voting Preferred Stock, which entitles its holder to one vote on all matters to be voted upon at the Annual Meeting plus up to an additional 37,293,840368,118 votes on each matter which represents theto represent votes entitled to be cast by the Exchangeable Shares (the “Exchangeable Shares”) of Exchangeco, pursuant to that certain Voting and Exchange Trust Agreement (the “Trust Agreement”) by and between the Company, (formerly Torchlight Energy Resources, Inc.), Exchangeco, and the trustee thereunder (the “Trustee”). The Exchangeable Shares are exchangeable for shares of Common Stock on a one-for-one basis.

The following showsIn accordance with the Trust Agreement, holders of Exchangeable Shares are effectively provided with voting rights for each Exchangeable Share that are nearly equivalent to the voting rights applicable to a share of our capitalization table as of Record Date:

one share of our Series B Special Voting Preferred Stock issued and outstanding anddesignated as the “Special Voting Share.” The Special Voting Share entitles the Trustee to vote on matters in which holders of our Common Stock are entitled to votevote. The Special Voting Share is entitled to a number of votes equal to the number of Exchangeable Shares outstanding on the Record Date and for which the Trustee has received voting instructions from the holders of such Exchangeable Shares.

In accordance with the terms of the Trust Agreement, we have undertaken to perform the obligations of the Trustee and have authorized TSX Trust Company (“TSX”) to collect and receive directly the votes from the holders of the Exchangeable Shares on our behalf. Based upon the foregoing, holders of Exchangeable Shares are entitled to cast up to 368,118 votes at the Annual Meeting. AsSpecial Meeting, not including any votes that may be cast in respect of October 16, 2023, Exchangeco is the holderSeries C Preferred Stock that was distributed in respect of 37,293,840such shares. However, TSX will receive and tabulate each vote attached to the Exchangeable Shares entitlingonly on the singlebasis of instructions received from the holders of record of the Exchangeable Shares. In the absence of instructions from a holder as to voting, TSX will not include the Exchangeable Shares held by such holder in the vote.

Series C Preferred Stock

As previously announced on January 23, 2024, our Board declared a distribution of one share of our newly designated Series C Preferred Stock for each outstanding share of our Common Stock and each voting right represented by our Series B Preferred Stock held of record as of 5:00 p.m. Eastern Time on February 2, 2024. On February 19, 2024, in connection with the Offering, we also distributed one share of Series B Special VotingC Preferred Stock to cast, in addition to the single vote the holder of thefor each share of Special B VotingCommon Stock purchased in the Offering.

Each share of our Series C Preferred Stock is entitled to cast up to 37,293,8401,000 votes pursuant to the Trust Agreement. Only record holders and beneficial owners who held shares of our common stock, Series B Special Preferred Stock, holders of record of Exchangeable Shares on the record date, or their duly authorized proxies, may attend the live webcast of the Annual Meeting.

Questions and Answers about the Virtual Meeting Format

How do I attend the Annual Meeting?

The Annual Meeting will be held on December 11, 2023, at 12:00 p.m. Eastern Time in a virtual format online by accessing https://web.lumiagm.com/231241931.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of the stockholders has any dissenters’ or appraisal rightsper share with respect to the mattersAuthorized Share Increase Proposal and the Adjournment Proposal. Notwithstanding the foregoing, each share of Series C Preferred Stock redeemed pursuant to the Initial Redemption (as defined below) will have no voting power with respect to the Authorized Share Increase Proposal and the Adjournment Proposal or any other matter.

When a holder of our Common Stock submits a vote on the Authorized Share Increase Proposal and the Adjournment Proposal, the corresponding number of shares of Series C Preferred Stock held by such holder will be automatically cast on the Authorized Share Increase Proposal and the Adjournment Proposal, and the proxy with respect to shares of Common Stock held by any holder on whose behalf such proxy is submitted will be deemed to include all shares of Series C Preferred Stock held by such holder. The same will apply when the holder of the Special Voting Share

casts its one vote in respect of such share. Similarly, when the Special Voting Share submits a vote on the Authorized Share Increase Proposal and the Adjournment Proposal according to voting instructions provided by a holder of Exchangeable Shares, the corresponding number of shares of Series C Preferred Stock held by such holder of Exchangeable Shares will be automatically cast in the same manner as the vote attributable to such Exchangeable Shares in respect of which such share of Series C Preferred Stock is cast on the Authorized Share Increase Proposal and the Adjournment Proposal, and the proxy representing the voting rights held by a holder of Exchangeable Shares will be deemed to include all shares of Series C Preferred Stock held by such holder. Holders of Series C Preferred Stock will not receive a separate proxy to cast votes with respect to the Series C Preferred Stock on the Authorized Share Increase Proposal and the Adjournment Proposal or any other matter brought before the Special Meeting.

For example, if a stockholder holds 10 shares of Common Stock (entitled to one vote per share) and votes in favor of the Authorized Share Increase Proposal, then 10,010 votes will be recorded in favor of the Authorized Share Increase Proposal, because the stockholder’s shares of Series C Preferred Stock will automatically be voted in favor of the Authorized Share Increase Proposal alongside such stockholder’s shares of Common Stock. Likewise, if the holder of our Special Voting Share is instructed by a holder of 10 Exchangeable Shares to vote in favor of the Authorized Share Increase Proposal and casts such vote, then 10,010 votes will be recorded in favor of the Authorized Share Increase Proposal, because the Series C Preferred Stock held by such holder of Exchangeable Shares of will automatically be voted in favor of the Authorized Share Increase Proposal, as the vote exercised by proxy by the Trustee in accordance with the Special Voting Share and the Voting Agreement will be deemed to include all shares of Series C Preferred Stock held by such holder of Exchangeable Shares.

All shares of Series C Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Authorized Share Increase Proposal as of immediately prior to the opening of the polls at the Annual Meeting.Special Meeting will be automatically redeemed (the “Initial Redemption”). Any outstanding shares of Series C Preferred Stock that have not been redeemed pursuant to the Initial Redemption shall be automatically redeemed in whole, but not in part, on the earlier of (i) the date and time specified by the Board in its sole discretion, or (ii) upon the approval by our stockholders of the Authorized Share Increase Proposal at any meeting of the stockholders held for the purpose of voting on the Authorized Share Increase Proposal.

How Do I Vote?To Vote

TheWhether you plan to attend the Special Meeting or not, we urge you to submit your voting instructions by proxy. Voting by proxy will not affect your right to attend the Special Meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. If you properly submit a proxy without giving specific voting instruction form contains instructions, on how toyour shares will be voted in accordance with our Board’s recommendations as noted below. If you neither submit by proxy nor vote your shares by mail, facsimile, Internet or telephone, in advance ofduring the Annual Meeting. The voting instructions you receive maySpecial Meeting, your shares will not be different depending on whether you are a registered stockholder or a “street name” stockholder. If you are a street name stockholder, your bank, broker or other nominee firm is the legal, registered owner of the shares, and the voting instructions allow you to instruct such bank, broker or other nominee how to vote your shares.

Additionally,voted if you are a registered stockholder, you will be able tostockholder. If your shares are held in street name, your bank, broker, trustee or other holder of record may vote your shares electronically during the Annual Meeting. If you are a street name stockholder, please check your proxy cardon certain “routine” matters. See “Abstentions and voting instructions or contact your broker or other nominee to determine whether, if you attend the live webcast of the Annual Meeting, you will be able to vote your shares electronically during the meeting.Broker Non-Votes” below for more information.

Shares Registered in Your Name (“stockholder of record”)

If you are a stockholder of record, you may vote in one of four ways:

For holders of our common stock,Common Stock, votes submitted via the internet or by telephone must be received by 11:59 p.m., Eastern Time, on December 10, 2023.April 14, 2024. Submitting your proxy via the internet, by telephone or by mail will not, except as to holders of the Exchangeable Shares, affect your right to vote during the AnnualSpecial Meeting live via the internet. For additional information, please see “Revocability of Proxies” below.

For holders of Exchangeable Shares, votes submitted via the internet or by telephone must be received by 9:00 a.m., Eastern Time, on December 5, 2023. For additional information, please see “If you are a Holder of Record of the Exchangeable Shares” below.

Shares Registered in the Name of a Broker, Bank or Other AgentNominee (“street name”)

Most beneficialBeneficial owners holding stock in “street name” will receive instructions for voting their shares from their bank, broker or other nominee. A number of brokersStreet-name holders generally cannot directly vote their shares and banks participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that allows stockholders to grant their proxymust instead instruct the broker, bank or other nominee how to vote their shares by means of the telephone or internet. If your shares are held in an account with a broker or bank participating in the Broadridge program, you may vote by telephone by calling the number shown onusing the voting instruction form received from yourprovided by that broker, or bank or you may vote viaother nominee. Many brokers also offer the option of giving voting instructions over the internet at Broadridge’s website at http://www.proxyvote.com and useor by telephone. Instructions for giving your control number and other informationvote as requested.a street-name holder are provided on your voting instruction form. However,

since you are not the stockholder of record, you may not vote your shares online during the live viawebcast of the internet at the Annual Meeting, nor attend the AnnualSpecial Meeting, unless you obtain a valid proxy from your broker, bank, trustee or other nominee.

Holder of Record of the Exchangeable Shares

Holders of Exchangeable Shares are receiving these proxy materials in accordance with the provisions of the Exchangeable Shares and the Trust Agreement. The Exchangeable Shares are exchangeable for shares of the Company’s common stockCommon Stock on a one-for-one basis.

In accordance with the Trust Agreement, holders of Exchangeable Shares are effectively provided with voting rights for each Exchangeable Share that are nearly equivalent to the voting rights applicable to a share of the Company’s common stock,Common Stock, and holders are entitled to instruct the Trustee as to how to vote their Exchangeable Shares. The Trustee holds one share of the Company’s Series B Special Voting Preferred Stock designated as the “Special Voting Share.” The Special Voting Share entitles the Trustee to vote on matters in which holders of the Company’s common stockCommon Stock are entitled to vote. The Special Voting Share is entitled to a number of votes equal to the number of Exchangeable Shares outstanding on the record date for determining holders of the Company’s common stockCommon Stock entitled to vote and for which the Trustee has received voting instructions from the holders of such Exchangeable Shares. The Special Voting Share shall vote together with the holders of the Company’s common stockCommon Stock as a single class.

In accordance with the terms of the Trust Agreement, the Company has undertaken to perform the obligations of the Trustee and has authorized TSX Trust Company (“TSX”) to collect and receive directly the votes from the holders of the Exchangeable Shares on its behalf. Based upon the foregoing, holders of Exchangeable shares are entitled to cast up to 37,293,840368,118 votes at the AnnualSpecial Meeting. However, TSX will receive and tabulate each vote attached to the Exchangeable Shares only on the basis of instructions received from the holders of record of the Exchangeable Shares. In the absence of instructions from a holder as to voting, TSX will not include the Exchangeable Shares held by such holder in the vote.

Holders of Exchangeable Shares may not vote during the live webcast of the AnnualSpecial Meeting. Holders of Exchangeable shares must instruct TSX how they wish to vote.vote in one of the following ways:

Revocability of Proxies

Stockholders of Record

If you are a stockholder of record onceand you have submittedgive us your proxy, by mail, telephone or internet, you may change or revoke it at any time before it is voted at the Annual Meeting (or any adjournment thereof).Special Meeting. You may change or revoke your proxy in any one of the following three ways:

Beneficial Owners in “Street Name”

If you are a beneficial owner holding shares in “street name,”name” and you may change your vote by submitting newhave submitted voting instructions to your bank, broker, banktrustee or other nominee, you may change or revoke your voting instructions in accordance with the instructions they provided (see “Votingyour bank, broker, trustee or other nominee provides to you.

Holders of Exchangeable Shares Registered in the Name of a Broker, Bank or Other Agent” above).

If you are a holder of Exchangeable Shares and you have submitted voting instructions to TSX, you should contact TSX. You may change or revoke your voting instructions to TSX in accordance with the voting direction provided by TSX.instructions TSX provides to you.

Tabulation ofRequired Votes and Voting

A representative from Equiniti Trust Company, LLC will act as inspectorEach holder of elections and tabulate the votes at the Annual Meeting. All shares represented by valid proxies receivedCommon Stock is entitled to one vote for each share held on all matters properly brought before the AnnualSpecial Meeting will be voted. If you submit a valid proxy containing instructions regarding howand the holder of our Series B Special Voting Preferred Stock is entitled to one vote per share on all matters properly brought before the Special Meeting plus up to an additional 368,118 votes on each matter, as described under “Voting Rights of Stockholders – Series B Special Voting Preferred Stock and the Exchangeable Shares” above.

The holders of Series C Preferred Stock are entitled to 1,000 votes per share and to vote with respectthe Common Stock and Series B Special Voting Preferred Stock, together as a single class, on the Authorized Share Increase Proposal and the Adjournment Proposal, but are not otherwise entitled to vote on any matter toproposals that may be acted upon, your sharespresented at the Special Meeting. The Series C Preferred Stock is described in more detail under “Voting Rights of Stockholders – Series C Preferred Stock” above.

Assuming that a quorum is present at the Special Meeting, the following votes will be voted in accordance with those

instructions. If you submit a valid proxy with no instructions, then your shares will be voted by the individuals we have designated as proxies for the Annual Meeting in the following manner:

required:

In addition,You may vote “FOR,” “AGAINST,” or “ABSTAIN” on each proposal. All shares entitled to vote and represented by properly executed, unrevoked proxies received before the individuals that we have designated as proxies for the AnnualSpecial Meeting will be voted at the Special Meeting in accordance with the instructions given on those proxies. If no instructions are given on a properly executed proxy, the shares represented by that proxy will be voted “FOR” the Authorized Share Increase Proposal and “FOR” the Adjournment Proposal.

If any other matters are properly presented for consideration at the Special Meeting, the persons named in the enclosed proxy and acting thereunder will have discretionary authoritydiscretion to vote your shareson those matters as they deem advisable, except with respect to any shares of Series C Preferred Stock, which is only entitled to vote on the Authorized Share Increase Proposal and the Adjournment Proposal. We do not currently anticipate that any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Voting Results

Preliminary voting results are expected tomatters will be announcedraised at the AnnualSpecial Meeting. Voting results

Abstentions and Broker Non-Votes

Broker non-votes can occur as to shares held in street name. Under the current rules that govern brokers and other nominee holders of record, if a street-name holder does not give instructions to its broker or other nominee, such broker or other nominee will be tallied byable to vote such shares only with respect to proposals for which the inspector of elections and reported in a Current Report on Form 8-K (the “Form 8-K”) that we will file with the SEC within four business daysbroker or other nominee has discretionary voting authority, i.e., “routine” matters under rules of the Annual Meeting. IfNew York Stock Exchange. A “broker non-vote” occurs when a broker or other nominee submits a proxy for the Special Meeting but does not vote on a particular proposal because such broker or other nominee either does not exercise its discretionary voting results reported inauthority or does not have discretionary voting power with respect to that proposal and has not received instructions from the Form 8-K are preliminary, we will subsequently file an amendment to the Form 8-K to report the final voting results within four business daysbeneficial owner.

Both of the dateproposals you are being asked to vote on whichat the finalSpecial Meeting are considered “routine.” Stockholders are urged to give their bank or broker instructions on voting resultstheir shares on all matters.

Abstentions and broker non-votes are known.treated as shares present for the purpose of determining whether there is a quorum for the transaction of business at the Special Meeting.

Proxy Solicitation

This proxy solicitation is made by the Board, and we will bear the entire cost of soliciting proxies for the AnnualSpecial Meeting, including costs associated with the preparation, assembly, printing and mailing of the proxy materials and any additional information furnished to stockholders. We will provide copies of the proxy materials to brokers, banks and other nominees holding shares of our common stock in their name for the benefit of others for forwarding to the beneficial owners. We may reimburse such brokers, banks or other agents for their costs associated with forwarding the proxy materials to the beneficial owners. We have retained D.F. King to assist with the solicitation of proxies and provide related advice and informational support in connection with the Special Meeting. We have agreed to pay D.F. King a non-refundable fee of $17,500, plus variable amounts for aadditional proxy solicitation services fee, plus customary disbursements, which are not expectedand reasonable out-of-pocket expenses incurred by D.F. King. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to exceed $60,000such beneficial owners. Proxies may also be solicited by certain of our directors, officers or administrative employees without the payment of any additional consideration. Solicitation of proxies may be made by mail, by telephone, by email, in total. Proxy solicitationsperson or otherwise.

Voting Results

The preliminary voting results will be made primarily throughannounced at the mail, but maySpecial Meeting. The final voting results will be supplemented by telephone, email, or other electronic means by Broadridge, orreported in a Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (“SEC”) within four business days after the Special Meeting.

PROPOSAL 1: AUTHORIZED SHARE INCREASE PROPOSAL

Our stockholders are being asked to approve an amendment to our articles of incorporation to increase the number of shares of authorized Common Stock from 10,000,000 shares to 250,000,000 shares.

Background

The Board proposed a reverse stock split pursuant to Nevada Revised Statute 78.2055 for approval by our directors, executive officers, employeesstockholders at our 2023 annual meeting of stockholders that was held on December 11, 2023 to attempt to regain compliance with certain of the Nasdaq Listing Rules, but the proposal failed by a narrow margin of approximately 2.5% of our outstanding voting shares, or other agents4.4% of the total voting power represented at the 2023 annual meeting. If this proposal were approved at our 2023 annual meeting, we would have been able to implement a reverse stock split without additional compensationany corresponding adjustment to the number of shares of our authorized Common Stock at such individuals.time.

HouseholdingOn January 23, 2024, the Company announced a 1-for-100 reverse split of Proxy Materialsthe Company’s issued and outstanding Common Stock (the “Reverse Stock Split”), and the Reverse Stock Split became effective on January 29, 2024. The Reverse Stock Split was part of the Company’s continued plan to maintain its Nasdaq listing by regaining compliance with the Nasdaq Listing Rules, and more specifically, to regain compliance with (i) Nasdaq Listing Rule 5550(a)(2) as the minimum bid price of the Common Stock had been trading below $1.00 per share for at least 30 consecutive trading days (the “Minimum Bid Price Requirement”) and (ii) Nasdaq Listing Rule 5810(c)(3)(A) as the minimum bid price of our Common Stock had been trading below $0.10 per share or less for ten consecutive trading days. On February 12, 2024, the Company received a letter from Nasdaq notifying the Company that it has regained compliance with the Minimum Bid Price Requirement, and as a result, the Company is currently in full compliance with Nasdaq listing requirements.

The SECCompany implemented the Reverse Split following approval by the Board of Directors under the Nevada Revised Statute 78.207 without stockholder approval, which also proportionally reduced the number of authorized shares of Common Stock in the same 1-for-100 ratio from 1,000,000,000 shares to 10,000,000 shares. As a result of the Reverse Stock Split and capital raising activities to fund ongoing operations and product commercialization and development, as of February 21, 2024, the Company has adopted rules1,824 shares of Common Stock authorized and unissued and not reserved for any other purpose, which is insufficient for the Company’s ongoing needs and operations. Accordingly, the Company seeks stockholder approval of an amendment to the Company’s articles of incorporation to increase the authorized shares of Common Stock from 10,000,000 shares to 250,000,000 shares.

The text of the proposed amendment to our articles of incorporation (the “Amendment”) is attached hereto as Exhibit A. This proposal to increase the number of shares of Common Stock authorized for issuance, if approved at the Special Meeting, will become effective, and the number of authorized shares of Common Stock will be increased to 250,000,000 shares (the “Share Increase”), upon the filing of the certificate of amendment with the Secretary of State of the State of Nevada. The following discussion is qualified in its entirety by the full text of the certificate of amendment, which is attached to this Proxy Statement as Exhibit A and is incorporated herein by reference.

Reasons for the Authorized Share Increase

The Board believes it is in the best interest of the Company to increase the number of authorized shares of Common Stock so that permit brokers, banksthe Company has greater flexibility in considering and other nomineesplanning for its future potential business and financial needs. In addition, the Board believes that it is essential to the Company’s continued operations and product commercialization and development to have additional authorized shares of Common Stock available for future issuance, as discussed in more detail below. These needs include: (i) future financings to raise the capital needed to continue to operate the Company’s business and pursue its strategic goals, including product commercialization, (ii) potential negotiations with third parties to satisfy the delivery requirementsCompany’s existing payment obligations in shares of Common Stock rather than cash; (iii) possible strategic transactions or partnerships; and (iv) other general corporate purposes. In addition, an increase in the authorized shares would allow the Company to issue more shares of Common Stock, if needed, to increase its market value to maintain long term compliance with Nasdaq Listing Rule 5550(b), the minimum market value of listed securities of at least $35 million required by The Nasdaq Capital Market. Although such issuances of additional shares of Common Stock would dilute existing stockholders, management believes that such transactions would increase the overall value of the Company to its stockholders. In addition, the Board believes the Company’s successful implementation of its strategic goals depends in part on its continued ability to attract, retain, and motivate highly qualified personnel and advisors, as well as independent directors with requisite skills and experience.

As of the date of this Proxy Statement, less than 0.02 percent of the 10,000,000 shares of Common Stock authorized for proxy statementsissuance under our articles of incorporation remain available and annual reports,unreserved for issuance. Thus, without an increase in authorized shares of Common Stock, the Company will not be able to issue additional shares for any of the purposes described above. The Board believes that additional authorized shares of Common Stock is critical to maximize the potential value of the Company’s business plans. Failure to increase the authorized shares of Common Stock could lead to the Company having to halt operations.

Potential Adverse Effects of the Amendment

Approval of the Authorized Share Increase Proposal will have no immediate dilutive effect on the proportionate voting power or noticeother rights of their availability, by deliveringour existing stockholders. In addition, the Board has no current plans to issue shares from the additional authorized shares approved at the Special Meeting. However, any future issuance of additional authorized shares of our Common Stock may, among other things, dilute the earnings per

share of Common Stock and the equity and relative voting rights of those holding Common Stock at the time the additional shares are issued and the voting rights of our Exchangeable Shares may be similarly impacted. Additionally, this potential dilutive effect may cause a single proxy statement and annual report to two or more stockholders sharingreduction in the same address. This process, which is commonly referred to as “householding,” can provide added convenience formarket price of our stockholders and additional cost savings for us.Common Stock.

This year, aPotential Anti-Takeover Effects

By increasing the number of brokers, banksauthorized but unissued shares of Common Stock, the increase in the authorized shares could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board. For example, the increase in the authorized shares could adversely affect the ability of third parties to take over the Company or effect a change of control of the Company by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company that the Board determines is not in our best interests or in the best interests of our stockholders. The ability of the Board to cause the Company to issue substantial amounts of Common Stock or preferred stock without the need for stockholder approval, except as may be required by law or regulation, upon such terms and conditions as the Board may determine from time to time in the exercise of its business judgment may, among other things, result in practical impediments with respect to changes in control of the Company or have the effect of diluting the stock ownership of holders of Common Stock seeking to obtain control of the Company. The issuance of Common Stock or preferred stock, while providing desirable flexibility in connection with potential financings and other nominees with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement and annual reportcorporate transactions, may have the effect of discouraging, delaying or noticepreventing a change in control of internet availability will be deliveredthe Company. The Board, however, does not intend or view the Amendment to multiple stockholders sharingeffect the Share Increase as an address unless contrary instructions have been received fromanti-takeover measure, nor does the affected stockholders. Once you have received notice from your broker, bank or other agent that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent toBoard contemplate using the householding of communications. IfShare Increase in this manner at any time in the foreseeable future.

Appraisal or Dissenter’s Rights

Pursuant to the Nevada Revised Statutes, our stockholders are not entitled to appraisal rights or dissenter’s rights with respect to the Amendment or the Share Increase.

Executive Officer and Director Interest

Our directors and executive officers do not have an interest in the Authorized Share Increase Proposal.

Vote Required

The approval of the Authorized Share Increase Proposal requires the affirmative “FOR” vote of the majority of the voting power of the outstanding shares of Common Stock, Series B Special Voting Preferred Stock and Series C Preferred Stock, voting together as a single class. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal as they will not be counted toward reaching a majority of the issued and outstanding voting power. As described above, the Authorized Share Increase Proposal is considered a “routine” matter. Therefore, your bank, broker, trustee or other nominee may vote your shares without receiving instructions from you no longer wishon this proposal and accordingly, we do not expect any broker non-votes on this proposal. A failure to participateinstruct your bank, broker, trustee or other nominee on how to vote your shares will not necessarily count as a vote against this proposal.

On February 19, 2024, in householdingconnection with, and would preferas a condition to, the Offering, the Company entered into a letter agreement with the institutional investor in such Offering pursuant to which, among other things, the investor agreed to use commercially reasonable efforts to vote all of the shares of Common Stock (including the corresponding shares of Series C Preferred Stock) that it either owns or that it has discretion to vote in favor of Authorized Share Increase Proposal and the Adjournment Proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AUTHORIZED SHARE INCREASE PROPOSAL.

PROPOSAL 2: ADJOURNMENT PROPOSAL

Our stockholders are being asked to vote in favor of adjourning the Special Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Authorized Share Increase Proposal, as described in this proxy statement. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted, in favor of the Authorized Share Increase Proposal.

Our Board believes that if there are not sufficient votes to approve the Authorized Share Increase Proposal, it is in the best interests of the stockholders to enable our Board to continue to seek to obtain a sufficient number of additional votes to approve the Authorized Share Increase Proposal.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies representing a separate proxy statementsufficient number of votes to defeat the Authorized Share Increase Proposal, we could adjourn the Special Meeting without a vote on the Authorized Share Increase Proposal and annual report orseek to convince our stockholders to change their votes in favor of such proposal.

If the Adjournment Proposal is approved and the Special Meeting is adjourned, no notice of availability, please either (i) notifythe adjourned meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for 60 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business that could have been transacted at the original meeting.

Vote Required

The affirmative “FOR” vote of a majority of the voting power of Common Stock, Series B Special Voting Preferred Stock and Series C Preferred Stock, voting together as a single class, present in person (via live webcast) or represented by proxy at the Special Meeting and entitled to vote on this proposal is required to approve this proposal. An abstention will have the same practical effect as a vote against this proposal and a broker non-vote would have no effect on the outcome of the proposal. As described above, the Adjournment Proposal is considered a “routine” matter. Therefore, your bank, broker, banktrustee or other agent, (ii) directnominee may vote your written requestshares without receiving instructions from you on this proposal and accordingly, we do not expect any broker non-votes on this proposal. A failure to Meta Materials Inc., Attn: Investor Relations, 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9.,instruct your bank, broker, trustee or (iii) contact us by phone at (877) 255-8483. Upon receipt of any such written or oral request, we undertakeother nominee on how to promptly deliver free of chargevote your shares will not necessarily count as a separate copyvote against this proposal.

As described above, on February 19, 2024, in connection with, and as a condition to, the Offering, the Company entered into a letter agreement with the institutional investor in the Offering pursuant to which, among other things, the investor agreed to use commercially reasonable efforts to vote all of the proxy statement, annual report and/shares of Common Stock that it either owns or noticethat it has discretion to vote in favor of availability, as applicable, to a stockholder at a shared address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies ofAuthorized Share Increase Proposal and the proxy statement and annual report, or notices of availability, at their address and would like to request householding of their communications should notify us by mail or phone as described above or, if shares are held in “street name”, their broker, bank or other agent.Adjournment Proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADJOURNMENT PROPOSAL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information with respect to the beneficial ownership of our common stockCommon Stock as of October 18, 2023February 21, 2024 by (i) each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock,Common Stock, (ii) each named executive officer and director and (iii) all current executive officers and directors as a group. Information with respect to beneficial ownership is based on a review of our stock transfer records and on the Schedules 13D and 13G that have been filed with the SEC prior to the filing date of this proxy statement by, or on behalf of, the stockholders listed below. Except as indicated by the footnotes below, we believe, based on the information available to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stockCommon Stock that they beneficially own, subject to applicable community property laws.

Percentage of beneficial ownership is calculated based on 489,414,6076,421,384 shares of common stockCommon Stock outstanding as of October 18, 2023.February 21, 2024. We have determined beneficial ownership in accordance with SEC rules. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stockCommon Stock subject to stock options ("Options") held by that person that are currently exercisable or exercisable within 60 days of October 18, 2023.February 21, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except otherwise indicated in the footnotes below, the address of each beneficial owner listed in the table is Meta Materials Inc., 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9.

CORPORATE GOVERNANCE

Director Independence

Our Board has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board has determined that John R. Harding, Allison Christilaw, Steen Karsbo, Ken Hannah, Eugenia Corrales, Vyomesh Joshi and Philippe Morali representing seven of our eight directors, are “independent directors” as defined under the rules of the Nasdaq Capital Market (“Nasdaq”). Jim Fusaro is not considered independent due to his current services as our executive officer.

In determining whether directors were independent under Nasdaq rules, the Board considered the matters discussed in the section entitled “Certain Relationships and Related Transactions” below. There are no family relationships between any of our directors and executive officers. There are currently no legal proceedings, and during the past ten years there have been no legal proceedings, which are material to the evaluation or the ability or integrity of any of our directors or director nominees.

Leadership Structure of the Board of Directors

The Board has the following general leadership structure:

Pursuant to our corporate governance guidelines, our independent directors meet on a regular basis throughout the year without the participation of our other directors who are not independent. Our management believes that having a majority of independent, experienced directors, including a lead independent director with specified responsibilities on behalf of the Board, provides the right leadership structure for the Company and is best for the Company and its stockholders at this time.

Board Committees

Currently, the Board has an Audit Committee, a Human Resources and Compensation Committee, and a Corporate Governance and Nominating Committee. Each of these committees operate under written charters, which are available on our website at https://investors.metamaterial.com/governance-documents. The Board has determined that all members of these committees satisfy the applicable independence requirements under Nasdaq rules. The current members of the committees are identified in the table below.

Audit Committee

The Audit Committee is responsible primarily for overseeing (i) the services provided by our independent registered public accounting firm, (ii) the integrity of our financial statements and internal control over financial reporting, and (iii) risk management, internal audit and our compliance with legal and regulatory requirements. Mr. Hannah, the Chair of the Audit Committee, has been determined by the Board to be an Audit Committee financial expert. The Audit Committee held five (5) meetings in 2022.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible primarily for evaluating and approving all compensation plans, policies and programs as they affect our executive officers, administering our equity compensation plans, and reviewing the compensation of the Board. The Human Resources and Compensation Committee held nine (9) meetings in 2022.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible primarily for identifying, evaluating and recommending to the Board nominees for election or appointment to the Board and committees of the Board, evaluating the performance and independence of the Board and of individual directors, and evaluating the adequacy of our corporate governance practices. The Corporate Governance and Nominating Committee held two (2) meetings in 2022.

Meetings of the Board of Directors

The Board has regularly scheduled meetings at least quarterly. Our independent directors hold executive sessions without management present at least once per quarter. The Board held eighteen (18) meetings in 2022. Each director attended at least 75% of the aggregate number of meetings held by the Board and all applicable committees of the Board during the period that he or she served. It is our policy to encourage members of the Board to attend our annual meetings of stockholders. All of our directors serving at the time attended the 2022 Annual Meeting of Stockholders.

Role of the Board of Directors in Risk Oversight

Management is responsible for day-to-day risk management at our company. The role of the Board is to provide oversight of the processes designed to identify, assess and monitor key risks and risk mitigation activities. The Board fulfills its risk oversight responsibilities through (i) the receipt of reports directly from management and (ii) the receipt of reports from each committee chair regarding such committee’s oversight of specific risk topics.

Delegation of Risk Oversight

The Board has delegated oversight of specific risk areas to its committees. For example, the Audit Committee is tasked with overseeing risk management at our company with respect to financial matters and the adequacy of our internal control over financial reporting. Pursuant to its charter, the Audit Committee is required, among other things, to discuss with management our policies with respect to risk assessment and risk management, including guidelines and procedures to govern the process by which risk assessment and risk management are handled, and to review our major risk exposures and the steps management has taken to monitor, control and report such exposures. The Audit Committee typically has these discussions with management at least once per quarter, and the Chair of the Audit Committee subsequently reports on these discussions to the full Board. Similarly, the Human Resources and Compensation Committee assists the Board in overseeing risks arising from our compensation policies and practices, and the Corporate Governance and Nominating Committee assists the Board in overseeing risks associated with corporate governance, director and executive officer succession planning, board membership and board structure. Our Chief Information Officer reports to the Board twice a year to report cyber security matters. The Board then discusses significant risk management issues with the Chief Executive Officer and recommends appropriate action.

Communications with the Board of Directors

The Company’s contact information is available on our website at https://investors.metamaterial.com/. Interested parties may send communications to the non-management members of the Board. Communications to the Board must be in writing and sent care of our Corporate Secretary by mail to our offices Meta Materials Inc., Attn: Corporate Secretary, 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9. This centralized process will assist the Board in reviewing and responding to stockholder and interested party communications in an appropriate manner. The name of any specific intended recipient should be noted in the communication. All communications must be accompanied by the following information:

Communications should be addressed to the attention of our Corporate Secretary and should not exceed 500 words in length, excluding the information required to accompany the communication as described above. The Board has instructed our Corporate Secretary to forward such correspondence to the Board.

Consideration of Director Nominees

Director Qualifications

The Corporate Governance and Nominating Committee evaluates all incumbent, replacement or additional nominees for election as directors, taking into account (i) all factors the committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, and (ii) the following minimum qualifications:

In determining whether to recommend a director for re-election to the Board, the Corporate Governance and Nominating Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board and any applicable committees of the Board.

Although the Board does not maintain a formal policy with respect to board diversity, the Board believes that it should be a diverse body and the Nominating and Governance Committee considers a broad range of backgrounds and experiences.

Stockholder Recommendations and Nominees

The Corporate Governance and Nominating Committee has not received director candidate recommendations from our stockholders and does not have a formal policy regarding consideration of such recommendations. The Board believes this is appropriate, as any recommendations received from stockholders will be evaluated in the same manner as potential nominees suggested by members of the Board or management. Stockholders wishing to recommend a candidate for director should write to our Corporate Secretary at Meta Materials Inc., Attn: Corporate Secretary, 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada, NS B3A 4R9.

To be considered, the recommendation of a director candidate must include the following written information: (i) the stockholder’s name and contact information; (ii) a statement that the writer is a stockholder and is proposing a candidate for consideration by the Corporate Governance and Nominating Committee; (iii) the name of, and contact information for, the candidate and a statement that the candidate is willing to be considered and serve as a director, if nominated and elected; (iv) a statement of the candidate’s business, educational experience and qualifications; (v) information regarding each of the factors listed under “Director Qualifications” above sufficient to enable the Corporate Governance and Nominating Committee to evaluate the candidate; (vi) a statement of the value that the candidate would add to the Board; (vii) a statement detailing any relationship between the candidate and any customer, supplier or competitor of the Company; (viii) detailed information about any relationship or understanding between the proposing stockholder and the candidate; and (ix) a list of three character references, including complete contact information for such references. To give the Corporate Governance and Nominating Committee sufficient time to evaluate a recommended director candidate for the 2024 Annual Meeting of Stockholders, the recommendation should be received by our Corporate Secretary at our principal executive offices no later than July 2, 2024 which is the 120th calendar day before the first anniversary of the date our proxy statement was mailed to stockholders in connection with the 2023 Annual Meeting, or at such earlier or later date should the date of the 2024 Annual Meeting of Stockholders cause recommendations to be received at another time, in which case we will provide proper notice to its stockholders.

Identification and Evaluation of Nominees for Director

The Corporate Governance and Nominating Committee uses a variety of methods for identifying and evaluating nominees for directors. The Corporate Governance and Nominating Committee regularly assesses the appropriate size and composition of the Board, the needs of the Board and each committee of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Corporate Governance and Nominating Committee through stockholders, management, current members of the Board or search firms. The evaluation of these candidates may be based solely upon information provided to the Corporate Governance and Nominating Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the Corporate Governance and Nominating Committee deems appropriate, including the use of third parties to review candidates.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the SEC. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during 2022, and upon representations from each of the reporting

persons, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during 2022, except for (i) two untimely Form 4s by our former Chief Technology Officer, or CTO, Jonathan Waldern on May 12, 2022 with respect to three transactions on February 15, 2022 and two transactions on March 3, 2022, and on November 1, 2022 with respect to one transaction occurring on October 21, 2022; (ii) two untimely Form 4s by former Chairman Ramkumar Ramamritham on February 8, 2022 with respect to two transactions on February 1, 2022 and on April 28, 2022 with respect to one transaction on December 22, 2021; (iii) two untimely Form 4s by former Director Maurice Guitton on April 28, 2022 with respect to one transaction on December 22, 2021 and on April 6, 2023 with respect to one transaction on December 5, 2022; (iv) one untimely Form 4 by former CFO and COO Kenneth Rice on May 12, 2022 with respect to two transactions on March 3, 2022; (v) three untimely Form 4s by 10% or more stockholders Thomas Welch and Anne Lambert on February 11, 2022 with respect to two transactions on January 25, 2022, on February 14, 2022 with respect to two transactions on January 27, 2022, and on October 6, 2022 with respect to two transactions on September 12, 2022 and two transactions on September 16, 2022, each subject to voluntary reporting on Form 4, as well as two transactions on October 3, 2022, and two transactions on October 4, 2022; (vi) one untimely Form 4 by former President and CEO George Palikaras on May 12, 2022 regarding two transactions on March 3, 2022; (vii) two untimely Form 4s by Director Steen Karsbo on April 28, 2022 with respect to one transaction on December 22, 2021 and on April 6, 2023 with respect to one transaction on December 5, 2022; (viii) two untimely Form 4s by former Director Eric Leslie on April 28, 2022 with respect to one transaction on December 22, 2021 and on April 6, 2023 with respect to one transaction on December 5, 2022; (ix) two untimely Form 4s by Director Ken Hannah on April 28, 2022 with respect to one transaction on December 22, 2021 and on April 6, 2023 with respect to one transaction on December 5, 2022; and (x) two untimely Form 4s by Director Allison Christilaw on April 28, 2022 with respect to one transaction on December 22, 2021 and on April 6, 2023 with respect to one transaction on December 5, 2022.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics applicable to the Board and our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, in accordance with the rules of the Nasdaq and the SEC. The Code of Business Conduct and Ethics is available on our website at https://investors.metamaterial.com/esg.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Audit Committee reviews all related party transactions (as defined by Item 404 of Regulation S-K) in accordance with Nasdaq listing standards. In addition, the charter of the Audit Committee requires the Audit Committee to review a summary of any director’s or officer’s related-party transactions and potential conflicts of interest on a yearly basis. The charter also requires the Audit Committee to review our conflict of interest policy (which is part of our Code of Business Conduct and Ethics) and compliance with that policy on an annual basis.

The following includes a summary of transactions since January 1, 2021 to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, and other arrangements, which are described under the section entitled “Executive Compensation.”

Thomas Welch and Anne Lambert, beneficial owners of more than 5%

On February 18, 2021, Thomas Welch and his wife, Anne Lambert, converted certain debt instruments into common stock of Metamaterial Inc. ("MMI"), which, together resulted in Thomas Welch and Anne Lambert holding shares of our common stock pursuant to the merger transaction with Torchlight Energy Resources, Inc, or Torchlight, (the "Arrangement"). Prior to the issuance of these debt instruments, Thomas Welch and Anne Lambert were each an investor in and lender to MMI.

Lamda Guard Technologies Ltd, a company controlled by a former President and CEO and his wife

On March 16, 2021, Lamda Guard converted an amount of CA$290,230 into common stock of MMI.

Gregory McCabe, a former Chairman of Torchlight Energy Resources, Inc.

Following the closing of the Arrangement, we issued a loan in the amount of $21,000,000 to Next Bridge Hydrocarbons, Inc. ("Next Bridge"), which was our wholly-owned subsidiary until December 2022. $15,000,000 of such loan was secured by shares of Common Stock held by Gregory McCabe, a former Chairman of Torchlight's Board of Directors, and by Mr. McCabe’s interest in the development of the Orogrande Project.

Mr. McCabe had controlling interests in Masterson Hazel Partners, LP (“MHP), McCabe Petroleum Corporation (“MPC”), Wolfbone Investments, LLC (“Wolfbone”), and ORRI – Magdalena Royalties, LLC (“Magdalena” and together with MHP, MPC and Wolfbone, the “McCabe Entities”). Mr. McCabe holds, at his option, a 10% working interest after payout and a reversionary interest in the approximately 172,000 predominately contiguous acres in the Orogrande Basin in West Texas held by Hudspeth if drilling obligations are not met, all under the terms and conditions of a participation and development agreement among Hudspeth, MPC and Mr. McCabe. Mr. McCabe also

held a 4.5% overriding royalty interest in the Orogrande acreage, which he obtained prior to, and was not a part of the August 2014 transaction involving the Company and Hudspeth. Wolfbone and Magdalena together held a 23.25% revenue interest and a 25% working interestin the Orogrande Project as of December 31, 2021. We disposed of the Orogrande Project property as part of a deconsolidation of Next Bridge in December 2022.

On August 7, 2023, we entered into the Loan Sale Agreement with Gregory McCabe.

The Loan Sale Agreement provides for the nonrecourse transfer and assignment to Mr. McCabe of all of our rights and interests, and the assumption by Mr. McCabe of all of our obligations, under (i) the loan and extension of credit (the “Secured Loan”) made under and pursuant to, and evidenced by, that certain 8% Secured Promissory Note made by Next Bridge, in favor of us, with an original issue date of October 1, 2021 (as amended and in effect on August 7, 2023, the “Secured Note”), with an aggregate balance of principal and accrued interest of $17,109,444.52, (ii) certain loans under the Loan Agreement, dated as of September 2, 2022 (as amended from time to time, the “Loan Sale Agreement”) among NBH, Torchlight, Torchlight Hazel LLC, a Texas limited liability company, or Hazel, Hudspeth Oil Corporation, a Texas corporation, or Hudspeth Oil, Wolfbone and Hudspeth Operating, LLC, a Texas limited liability company, or Hudspeth Operating, and together with NBH, Torchlight Energy, Hazel, Hudspeth Oil and Wolfbone, the Borrowers, with an aggregate balance of principal and accrued interest of $6,847,521.43, and (iii) the Loan Documents (as defined in the Loan Sale Agreement, and collectively with the Secured Note and the Loan Agreement, or the Assigned Loan Interests). Under the terms of the Loan Sale Agreement, Mr. McCabe acquired the Assigned Loan Interests without warranty or recourse and has assumed all risks of non-collection.

The Assigned Loan Interests were assigned to Mr. McCabe in consideration of the payment to us by Mr. McCabe of $6,000,000. In connection with the Loan Sale Agreement, we entered into a common stock purchase agreement (the “Purchase Agreement”) with Mr. McCabe providing for the purchase by Mr. McCabe of an aggregate of $6 million of the Common Stock. We also entered into a registration rights agreement with Mr. McCabe, providing for the registration of the shares of the Common Stock issuable with respect to the Purchase Agreement on behalf of us (the “Registration Rights Agreement”).

The Purchase Agreement has a term of 15 months (the “Investment Period.”) During the Investment Period, we can sell up to $6 million of our Common Stock to Mr. McCabe with up to 15 drawdowns. For the first six months, each drawdown will be $250,000, and for the remaining nine months, each drawdown will be $500,000. Additionally, Mr. McCabe has the option to pay more than the specified drawdown amounts at any point, up to the full $6 million, thereby accelerating the full payments. If Mr. McCabe fails to complete the full $6 million purchase within the Investment Period, Mr. McCabe must forfeit any previously acquired shares of Common Stock. Mr. McCabe shall pay a price per share equal to a 120% of the 5-day volume-weighted average price. The shares sold under this the Purchase Agreement are classified as "restricted securities" under the Securities Act of 1933 and can only be transferred following registration under the Securities Act or an exemption therefrom.

EXECUTIVE OFFICERS

Our executive officers are appointed by, and serve at the discretion of, the Board. Each executive officer is a full-time employee of the Company. The names of our executive officers and their ages, titles and biographies are set forth below:

Jim Fusaro has served as our Chief Executive Officer, or CEO, as well as a member of the Board, since October 2023. From June 2018 to April 2022, Mr. Fusaro held the position of CEO of Array Technologies, Inc. (“Array”), a leading global technology company providing solar tracking solutions and services for utility-scale solar energy projects. During Mr. Fusaro’s tenure with Array, he successfully restored growth and profitability, increased revenue by approximately 300%, an eight-times growth in EBITDA, and more than doubled market share from 2018 to 2020. Prior to joining Array, Mr. Fusaro managed a number of large-scale global businesses at Avnet, Inc. (“Avnet”), Honeywell Performance Materials & Technology (“PTM”) and Aerospace of Honeywell International, Inc. (“Honeywell”), and Amkor Technology (“Amkor”). From June 2017 to June 2018, Mr. Fusaro was employed as Sr. Vice President, IoT Business Unit, of Avnet. During his time with Honeywell, he served as President of Advanced Materials of Honeywell PTM from June 2016 to June 2017, Vice President & Chief Commercial Officer of Honeywell Aerospace from December 2014 to June 2016, and Vice President & General Manager of Mechanical Subsystems from June 2011 to December 2014. From 1997 to 2011, Mr. Fusaro held various leadership roles with Amkor, including Executive Vice President of Amkor. Mr. Fusaro has a Master of Science in Mechanical Engineering from Rensselaer Polytechnic Institute and a Bachelor of Science in Mechanical Science from Arizona State University.

Uzi Sasson has served as our Chief Financial Officer, or CFO, and Chief Operating Officer, or COO, since April 2023. From January 2022 to March 2023, Mr. Sasson held the position of CFO of Katena Computing Technologies, Inc. From August 2019 to August 2021, Mr. Sasson was employed as Executive Vice President and CFO of Eat Just, Inc. From November 2004 through August 2019, Mr. Sasson was CFO and Secretary, COO, Director and President and CEO of IXYS Corporation. Prior to joining IXYS Corporation, Mr. Sasson worked in tax, accounting and finance for technology and accounting firms. Mr. Sasson currently serves on the board of directors of VTool

Ltd and on the board of trustees of World Affairs Council, where he also serves as chair of the audit committee. Mr. Sasson has a M.S. in Taxation and a B.S. in Accounting from Golden Gate University and is a Certified Public Accountant in California.

D. Daniel ("Dan") Eaton has served as our Chief Legal Officer since July 2023 and as our Secretary since October 2023. With previous General Counsel roles at Katena Computing Technologies, Inc., Netronome Systems, Inc., and Zilog Inc., Mr. Eaton brings a strong background in the technology industry and a wealth of expertise in legal affairs and corporate governance. Beyond his legal expertise, Mr. Eaton has a successful track record in managing several 8-figure acquisitions, including significant transactions with Zilog, Inc. and IXYS Corporation, showcasing his strategic vision and ability to drive business growth through acquisition activities. Mr. Eaton is licensed to practice law in the State of California and the United States Patent and Trademark Office and is well-versed in intellectual property rights and protection strategies. He also holds 12 issued patents on a variety of technical innovations. Mr. Eaton's education encompasses both legal and technical knowledge, having received a Juris Doctor from Santa Clara University and a Bachelor of Science degree from New Mexico State University.

Jennifer Cheraso has served as our Chief Human Resources Officer since October 2023. Ms. Cheraso is a human resource executive with more than 25 years of experience. She is a dynamic leader with experience overseeing all aspects of human resources including strategy, organizational effectiveness, talent management, total rewards, M&A and change management. Ms. Cheraso’s expertise comes from HR and cross-functional leadership positions in multiple industries including solar, aerospace, advanced materials, and technology. Prior to joining Meta Materials, Ms. Cheraso led the Human Resources department at Array Technologies, Inc., where she helped lead the organization to a very successful IPO. Prior to that she spent 20 years at Honeywell in various HR leadership roles. Ms. Cheraso earned her bachelor’s degree in business and general management from Purdue University’s Krannert School of Management as well as an MBA/MSHR degree from Purdue University’s Krannert Graduate School of Management.

None of our executive officers has any family relationships with any of our other executive officers or directors. Except as set forth below, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our executive officers. As previously disclosed, on July 20, 2023, the enforcement staff of the SEC provided us, our former CEOs, John Brda, and George Palikaras, with “Wells Notices” relating to the merger involving Torchlight Energy Resources, Inc. and Metamaterial Inc. The Wells Notices allege violations of certain provisions of U.S. federal securities laws. Although a Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law, it is a formal notice that the SEC intends to bring an enforcement action against the recipients.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the total compensation earned by our named executive officers in fiscal years 2022 and 2021.

Overview of Executive Compensation

Our executive compensation program has been designed to encourage executives to make decisions and take actions that will result in the improvement of long-term stockholder value as reflected in the growth in assets and increase in value of the239 shares of our common stock. The focus of our current compensation policy is to:

The key components of executive compensation include: (1) base salary; (2) a short-term incentive comprised of quarterly bonus awards paid in cash and/or stock options; and (3) long-term incentives comprised primarily of stock option incentives, which are reviewed annually based on job performance as well as corporate performance and external competitive practices.

The Board has utilized the Human Resources and Compensation Committee that works with the CEO to establish annual and quarterly performance measures for each executive along with assessing the overall performance of the Company and its executives and relies on its experience and judgment in determining the overall compensation package for executives. Compensation of executives as detailed herein is linked to the achievement of corporate and individual objectives, and not to improvements of the market value of the Company’s securities.

Employment Agreements

George Palikaras

On July 1, 2021, Metamaterial Technologies Canada Inc., or Meta Canada, a wholly owned subsidiary ours, entered into an executive employment contract with George Palikaras, or the Palikaras Employment Agreement, pursuant to which we agreed to employ Mr. Palikaras as our CEO, effective as of July 1, 2021, for an indefinite term in consideration of an annual base salary of CAD $553,500. Pursuant to the terms and conditions of the Palikaras Employment Agreement, Mr. Palikaras was granted a stock option award with a grant date value of $800,000, subject to the terms of our EmployeeCommon Stock Option Plan, and a grant of restricted stock units under our 2021 Equity Incentive Plan with a value of $800,000 (prorated for partial years of employment). In the event Mr. Palikaras’ employment is terminated by us without Cause (except in the case of death or disability) or Mr. Palikaras resigns for Good Reason (as defined in the Palikaras Employment Agreement) and subject to Mr. Palikaras signing a release that becomes effective within 60 days following the termination, the Palikaras Employment Agreement provides that Mr. Palikaras will receive continued payment of his base salary for 1 year; payment of four quarterly bonuses to be made quarterly following the termination date; any earned unpaid bonus for the fiscal year to the termination; a prorated amount of the quarterly bonus for the calendar quarter in which the termination occurs based on the date of termination; continued Company benefits, excluding disability coverage, for the severance period, if such benefits are available under the terms of our benefits plans, or an amount equal to the Company’s contribution for these benefits; any earned but unpaid base salary through the termination date, accrued but unpaid vacation pay, and reimbursement of expenses incurred through the termination date; and 12 months’ accelerated vesting of the stock options. If Mr. Palikaras is terminated for Cause, we may terminate his employment immediately and without notice, and he will only be entitled to earned but unpaid salary, accrued but unpaid vacation pay and reimbursement of expenses incurred through the termination date.

The Palikaras Employment Agreement provides that Mr. Palikaras may resign without Good Reason by providing us with six months’ advance written notice. During the notice period, Mr. Palikaras will be entitled to continue to receive his base salary and benefits but will not be entitled to quarterly bonuses for any calendar quarter that ends or begins during that 6-month period.

Kenneth Rice

On December 14, 2020, we entered into an executive employment agreement with Kenneth Rice, or the Rice Employment Agreement pursuant to which we agreed to employ Mr. Rice as our CFO and Executive Vice President, effective as of December14, 2020, for an indefinite term. The Rice Agreement provided for an initial annual base salary of $156,000, scheduled to increase to $216,000 on March 1, 2021. Under the terms of the Rice Agreement, Mr. Rice is eligible to receive a quarterly bonus up to a target of $27,000 based on his achievement of a balanced scorecard, at the sole discretion of our Board of Directors. In the first two years following the effective date of the Rice Employment Agreement, 25% of any quarterly bonus shall be issued in an amount of fully vested stock options. In addition, the Rice Employment Agreement provided for a grant to Mr. Rice of an option to acquire 300,000 shares under our Amended and Restated Employee Stock Option Plan.

In the event Mr. Rice’s employment is terminated by us without Cause or Mr. Rice resigns for Good Reason (as defined in the Rice Employment Agreement) and subject to Mr. Rice signing a release within 60 days of termination, the Rice Employment Agreement provides that Mr. Rice will receive continued payment of his base salary for 6 months; payment of two quarterly bonuses to be made quarterly following the termination date; a prorated amount of the quarterly bonus for the calendar quarter in which the termination occurs based on the date of termination; continued Company benefits, excluding disability coverage, for the severance period, if such benefits are available under the terms of our benefits plans; and six months’ accelerated vesting of the initial option grant described above. If Mr. Rice is terminated for Cause, he will only be entitled to earned but unpaid salary, vacation pay and reimbursement of expenses.

Jonathan Waldern

On December 16, 2020, we entered into an executive employment agreement with Jonathan Waldern, or the Waldern Employment Agreement pursuant to which we agreed to employ Dr. Waldern as our CTO, effective as of December16, 2020, for an indefinite term. The Waldern Employment Agreement provided an initial annual base salary of $150,000, scheduled to increase to $250,000 on March 1, 2021. Pursuant to the Waldern Agreement, Dr. Waldern is eligible to receive a quarterly cash bonus up to a target of $50,000 based on achievement of a balanced scorecard, at the sole discretion of the Company or the Board of Directors. In the first two years of employment, Mr. Waldern is also eligible to receive up to 0.25% per quarter of our then outstanding common stock as fully vested stock options. In addition, the agreement provided for a grant to Dr. Waldern of an option to acquire 1,115,000 shares under our Amended and Restated Employee Stock Option Plan.

In the event Dr. Waldern’s employment is terminated by us without Cause or Dr. Waldern resigns for Good Reason (each as defined in the Waldern Employment Agreement), and subject to Dr. Waldern signing a release within 60 days of termination, the Waldern Employee Agreement provides that Dr. Waldern will receive continued payment of base salary for 6 months; payment of two quarterly bonuses to be made quarterly following the termination date; continued benefits, excluding disability coverage, for a period of twelve (12) months, if such benefits are available under the terms of our benefits plans; and six months’ accelerated vesting of the initial option grant described above.

The Waldern Employment Agreement provides that Dr. Waldern may resign without Good Reason (as defined in the Waldern Employment Agreement) by providing us with six months’ advance written notice. During the notice period, Dr. Waldern will be entitled to continue to receive his base salary and benefits, but will not be entitled to quarterly bonuses for any calendar quarter that ends or begins during that 6-month period.

Executive Terminations

Effective as of (i) April 20, 2023, Kenneth Rice was terminated as our CFO and COO and decided to retire, and (ii) April 21, 2023, Jonathan Waldern was terminated as our CTO. In connection with their departures, each of Mr. Rice and Mr. Waldern received the severance payments and benefits provided under their respective employment agreements for a termination without Cause (as defined therein), subject to his execution of a release and discharge agreement and compliance with post-termination restrictive covenants.

On October 10, 2023, the Board removed George Palikaras as our President and CEO, effective immediately. As a result, Mr. Palikaras ceased to be classified as a Section 16 officer or executive officer of the Company. On October 16, 2023, the Board terminated the employment of George Palikaras from all positions with the Company. Under the employment agreement between Mr. Palikaras and the Company, upon his termination of his employment, Mr. Palikaras is required to immediately resign as a director as of the date of termination. Mr. Palikaras will receive benefits outlined in his employment agreement in connection with his termination.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

Setting Executive Compensation

In establishing compensation packages for executive officers, numerous factors are considered, including the particular executive’s experience, expertise, and performance, our company’s overall performance, compensation packages available in the marketplace for similar positions, such as benchmarking information provided by Frederic W. Cook & Co., Inc. (the "Compensation Consultant"). In arriving at amounts for each component of compensation, our Human Resources and Compensation Committee strives to strike an appropriate balance between base compensation and incentive compensation. The Human Resources and Compensation Committee also endeavors to properly allocate between cash and non-cash compensation (including without limitation stock and stock option awards) and between annual and long-term compensation.

Role of the Compensation Consultant

The Compensation Consultant provides executive compensation consulting services to the Human Resources and Compensation Committee. The Compensation Consultant may review the peer group of companies used for compensation purposes in the preceding year, conduct a review of the competitiveness of our total direct compensation and assess our incentive structure for executive officers and the alignment of that structure with market practice, our compensation philosophy and key management objectives. The Human Resources and Compensation Committee reviewed the independence of the Compensation Consultant and the work that it performed in 2022 and 2021 did not raise any conflicts of interest.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) for our principal executive officer ("PEO") and non-PEO named executive officers ("Non-PEO NEOs"), and certain financial and operational performances of the Company. As a smaller reporting company, we are permitted and have elected to provide scaled pay versus performance information for our named executive officers.

The following table presents the pay versus performance information for our named executive officers.

Description

OTHER MATTERS

Stockholder Proposals and Director Nominations

As previously disclosed in our proxy statement filed with the SEC on October 30, 2023, stockholder proposals may be included in our proxy statement and form of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our other NEOs, and our Net Income during the two most recently completed fiscal years.

Director Compensation Policy and Programs

Our Board makes its director compensation decisions in consultation with our Human Resources and Compensation Committee, or HRCC, as well as the independent compensation consulting firm retained by our HRCC, or the Compensation Consultant. In addition, our Board and HRCC, in consultation with our compensation consultant, periodically review our director cash and equity compensation policies and programs, including our Outside Director Compensation Plan, and seek to ensure that our cash compensation and equity incentives for non-employee directors are competitive with our peer group and that they offer appropriate incentives to continued service as a director or, for prospective directors, to join our Board.

Cash Compensation

The following table summarizes the cash compensation payable to our non-employee directors under our current compensation program effective January 1, 2023.

Equity Compensation

Under the terms of our Outside Director Compensation Plan effective January 1, 2023, new outside directors receive an initial award of shares of restricted stock units having a fair value at issuance of $100,000, vesting in equal installments over four years. In addition, our Outside Director Compensation Plan providesproxy for an annual awardmeeting so long as they are provided to outside directors of shares of restricted stock units withus on a fair value at issuance of $100,000. Prior totimely basis and satisfy the effective date of the Outside Director Compensation Plan, outside directors received an initial award of shares of restricted stock units having a fair value at issuance of $90,000 and an annual equity award of shares of restricted stock units with a fair value at issuance of $90,000. In 2022, the Compensation Consultant conducted a review of our non-employee director compensation program and non-employee director stock ownership guidelines.

Our Chairman, John Harding, also received a grant of 96,195 shares of our common stock, which was equal to $90,000 based on the fair market value of our common stock at the grant date, in connection with his appointment to our Board.

Our outside directors are permitted to elect to defer delivery of the vested shares of common stock subject to the restricted stock unit awards until the termination of their service as directors.

2022 Director Compensation

The following table presents the total compensation for each person who served as a non-employee director of our Board during fiscal year 2022. Other than asother conditions set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

The Human Resources and Compensation Committee, in consultation with its independent Compensation Consultant, recommends director compensation to its board of directors based on factors it considers appropriate, and market conditions and trends.

PROPOSAL 1: ELECTION OF DIRECTORS

Board Composition

As of the date of this proxy statement, the Board consists of eight (8) members. Our bylaws provide that the number of directors will be fixed from time to time by resolution of the Board. All directors hold office until the next annual meeting of stockholders and their successors have been elected and qualified or until their earlier death, resignation, disqualification or removal.

The name of each current member of the Board (each of which is a nominee for election of the Board) and his or her age as of October 18, 2023, the position and length of service on the Board are as follows:

Nominees for Election at the Annual Meeting

The Nominating and Corporate Governance Committee recommended, and the Board nominated each of John R. Harding, Allison Christilaw, Steen Karsbo, Ken Hannah, Eugenia Corrales, Vyomesh Joshi, Philippe Morali and Jim Fusaro as nominees for election to the Board at the Annual Meeting. If elected, each of the director nominees will serve as directors until the 2024 Annual Meeting of Stockholders and until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal.

Information about the Board of Directors Nominated for Election

The names and certain information regarding each member of the Board nominated for election to the Board at the Annual Meeting, are set forth below. The following information has been furnished to us by the directors. For more information concerning the nominees, please see the section entitled “Corporate Governance” above.

Jim Fusaro’s business background information is set forthRule 14a-8 under “Executive Officers” above. We believe that Mr. Fusaro possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience in transforming businesses and delivering superior financials and developing and deploying a number of differentiated technologies, products and services.

John R. Harding has served as our director and Chair of the Board since August 2022. Mr. Harding has also served on the board of directors of Qorvo, Inc. since January 2015. From 2006 until 2015, he served as a director of RF Micro Devices, Inc. Mr. Harding has served as a consultant in the fabless semiconductor design and manufacturing field as the General Partner of Harding Partners, LP since January 2020. Mr. Harding co-founded eSilicon Corporation (“eSilicon”), a privately held company that designed and manufactured complex, custom chips for a broad portfolio of large and small firms. He served as President and Chief Executive Officer of eSilicon from its inception in March 2000 until it was acquired by Inphi Corporation (and concurrently sold certain assets to Synopsys, Inc.) in January 2020. Before starting eSilicon Corporation, Mr. Harding served as President, Chief Executive Officer and a director of publicly traded Cadence Design Systems, Inc., which acquired his former employer, Cooper & Chyan Technology, Inc. Mr. Harding held a variety of senior management positions at Zycad Corporation, and his career also includes positions with TXL and IBM Corporation. From 2012 to 2016, Mr. Harding served on the board of directors of Advanced Micro Devices, Inc. Mr. Harding has also held leadership roles at Drew University, where he was Vice Chairman of the Board of Trustees, and Indiana University, where he was a member of the Advisory Board for the School of Public and Environmental Affairs and currently serves as a Research Follow for the Institute of Development Strategies at the School of Public and Environmental Affairs. We believe that Mr. Harding possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his executive experiences and his expertise in the semiconductor industry.

Allison Christilaw has served as our director since June 2021 and had previously served as a director of MMI from March 2020 to June 2021. From November 2014 to November 2018, Ms. Christilaw was CEO of Reddin Global Inc., a management consulting company. From November 2018 to present, Ms. Christilaw has been an independent consultant. Since 2019, she has also held a position on the Haltech Regional Innovation Centre Board of Directors. Ms. Christilaw holds a Bachelor of Arts in Honors Business Administration and a Master's degree in Business Administration from the Richard Ivey School of Business at Western University. We believe that Ms. Christilaw possesses specific attributes that qualify her to serve as a member of our Board of Directors, including her experience in corporate management and human resources consulting.

Steen Karsbo has served as our director since June 2021 and had previously served as a director of MMI from March 2020 to June 2021. From July 1980 through June 2019 Mr. Karsbo was employed at Satair A/S/Airbus in a variety of senior management roles. Mr. Karsbo holds no other directorships than his role as a director of the Company. We believe that Mr. Karsbo possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience in the aerospace industry.

Ken Hannah has served as our director since June 2021. Mr. Hannah previously held the positions of Senior Vice President, Chief Financial Officer of Caleres from February 2015 to September 2022, and Executive Vice President and Chief Financial Officer of JC Penney Company, Inc. from May 2012 to March 2014. Mr. Hannah does not hold any Board positions in public companies other than META. Mr. Hannah holds a Master's degree in Business Administration from Saint Louis University and a Bachelor of Science from Southern Illinois University, Carbondale. We believe that Mr. Hannah possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his significant public company experience.

Eugenia Corrales has served as our director since April 2023. Ms. Corrales has also served as CEO and a member of the board of directors of Nefeli Networks Inc., a privately held software company, since January 2018, where she has been leading extended team strategic and business planning, establishing business development capabilities and developing innovative products. She has also served as General Manager and a chairman of the board of directors for Ingenieria Nautilius SRL since March 2017. Ms. Corrales previously served as Senior Vice President of Solution Group of Shoretel from July 2015 to October 2017, where she was responsible for product management and development and cloud operations, leading transformation of its product portfolio to the Cloud. Form July 2013 to July 2015, she also served as General Manager and Vice President of Cisco Systems, where she led integration of infrastructure into Cloud and Big Data solutions. Other leadership roles include CEO and a member of the board of Nanosolar, CEO and co-founder of Sunmodular, vice president of engineering for SolFocus, as well as vice president of product operations at Cisco. Ms. Corrales has a B.A in physics from Grinnell College and an M.S. in mechanical engineering from Stanford University. We believe that Ms. Corrales possesses specific attributes that qualify her to serve as a member of our Board of Directors, including her experience in roll-to-roll, thin film and semiconductor processing and her skills to build new business capabilities and transform business models.

Vyomesh Joshi has served as our director since April 2023. Prior to joining our Board, Mr. Joshi served as CEO for 3D Systems Corp. from 2016 to 2020. Mr. Joshi also served as a director of Harris Corporation, a defense technology company, from 2013 to 2019, where he also served as a member of the compensation, technology and governance committees. He has also served as a director of Wipro from 2012 to 2016 and a director of Yahoo! Inc. from 2005 to 2012. Mr. Joshi holds a B.S., Engineering, from L.D. College of Engineering and an M.S. Electrical and Electronics Engineering from Ohio State University. We believe that Mr. Joshi possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience of leading strategic development, business transformation and global technology operations in large, growing tech companies.

Philippe Morali has served as our director since October 2023. Prior to joining our Board, Mr. Morali served as CFO from 2016 to 2020 for eSilicon Corporation, a fabless ASIC and IP solutions vendor that was acquired by Inphi Corporation. Mr. Morali also served as CFO for Quantenna Communications, Inc., a fabless developer of Wi-Fi solutions from 2014 to 2016. Mr. Morali has also held leadership positions at Micron Technology, Inc., SanDisk Corporation, Palm, Inc., and 3Com Corporation; he started his professional career at the Hewlett Packard Company. Mr. Morali holds an MBA in Finance/International Business from the Columbia Business School, and a License ès Sciences Commerciales et Industrielles from the University of Geneva, Switzerland. We believe that Mr. Morali possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience in financial leadership from strong technology companies and his extensive international operational experience in Europe and Asia.

Board Diversity Matrix

The following matrix summarizes voluntary disclosure of diversity characteristics of our Board:

Board Diversity Matrix (As of October 18, 2023)

Vote Required

The election of each director requires the affirmative vote of a plurality of the shares present during the live webcast of the Annual Meeting or by proxy and entitled to vote at a meeting at which a quorum is present. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum. The proxy holders may not vote the proxies for a greater number of persons than the number of nominees named. If any nominee should be unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE EIGHT (8) NOMINEES LISTED ABOVE.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking you to ratify the appointment of KPMG, as our independent registered public accounting firm for the year ending December 31, 2023. Representatives of KPMG are expected to be present live via the internet at the Annual Meeting, will have an opportunity to make a statement should they desire to do so, and will be available to respond to appropriate questions.

Although our bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, the Board is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders vote against the ratification of KPMG, the Audit Committee will reconsider whether to continue to retain the firm. Even if our stockholders ratify the appointment of KPMG, the Audit Committee may choose to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our company.

Independent Registered Public Accounting Firm Fees and Services

The Audit Committee has appointed KPMG as our independent registered public accounting firm for the audit of our annual consolidated financial statements as of and for the year ending December 31, 2023. KPMG has audited our financial statements since 2021. Prior to the year ending December 31, 2021, KPMG served as the independent auditors for MMI.

The following table sets forth the fees paid or accrued by us for the audit and other services provided by our auditor, KPMG, and our independent consultant, respectively, during the years ended December 31, 2022 and 2021.