PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement and in the documents we incorporate herein by reference. This summary is not complete and does not contain all the information you should consider before investing in our securities pursuant to this prospectus supplement and the accompanying prospectus. Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors” beginning on page S-6 of this prospectus supplement and the financial statements and related notes and the other information that we incorporated by reference herein, including our Annual Reports on Form 10-K and 10-K/A, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings that we file with the SEC from time to time. Unless the context indicates otherwise, references in this prospectus to "META,"“Meta Materials Inc.,” “we,” “our” and “us” refer, collectively, to Meta Materials Inc., a Nevada corporation, and its subsidiaries taken as a whole.
Company Overview
We are an advanced materials and nanotechnology company. We are developing materials that we believe can improve the performance and efficiency of many current products as well as allow new products to be developed that cannot otherwise be developed without such materials. We believe META is positioned for growth, by pioneering a new category of intelligent surfaces, which will allow us to become the metamaterials industry leader. We enable our potential customers across a range of industries - consumer electronics, 5G communications, healthcare, aerospace, automotive, and clean energy - to deliver improved products to their customers.
Corporate Information
Our principal executive offices are located at 60 Highfield Park Drive, Dartmouth, Nova Scotia B3A 4R9 and our telephone number is (902) 482-5729. Our corporate website address is www.metamaterial.com. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and is not considered part of, this prospectus supplement or the accompanying prospectus. You should not rely on any such information in making your decision whether to purchase our securities.
Recent Developments
Reverse Stock Split
On January 23, 2024, we announced, and on January 29, 2024 (the “Effective Time”), we effected, the Reverse Stock Split of our common stock at a ratio of 1-for-100. Our common stock began trading on a split-adjusted basis when the market opened on January 29, 2024. Our common stock continued to trade on The Nasdaq Capital Market under the symbol “MMAT" with new CUSIP number 59134N302.
The Reverse Stock Split was part of our plan to regain compliance with the certain continued listing requirements on The Nasdaq Capital Market. On February 12, 2024, we received a letter from Nasdaq notifying us that we had regained compliance with the Minimum Bid Price Requirement (as defined below). We are currently in full compliance with Nasdaq listing requirements and will continue trading on Nasdaq.
The Reverse Stock Split was approved by our board of directors in accordance with Nevada law. As a result of the Reverse Stock Split, every 100 shares of common stock issued and outstanding prior to the Effective Time was automatically reclassified into one share of common stock with no change in the $0.001 par value per share. The exercise prices and the number of shares issuable upon exercise of outstanding stock options, equity awards and warrants, and the number of shares available for future issuance under our equity incentive plans were adjusted in accordance with their respective terms. The Reverse Stock Split also proportionately reduced the number of authorized shares of common stock from 1 billion to 10 million.
No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole post-split share and no stockholders received cash in lieu of fractional shares.
The foregoing description of the Reverse Stock Split does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Certificate of Change, a copy of which is attached as Exhibit 3.2 to our Current Report on Form 8-K, filed with the SEC on January 29, 2024, which is incorporated herein by reference.
Distribution of Series C Preferred Stock
On January 23, 2024, our Board of Directors (the “Board”) declared a distribution of one share of newly designated Series C Preferred Stock, par value $0.001 per share (“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 on February 2, 2024 (the “Record Date”). The outstanding
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