UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1625, 2024

Meta Materials Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-36247	74-3237581
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60 Highfield Park Dr
Dartmouth, Nova Scotia, Canada		B3A 4R9
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 902 482-5729

   

    Not Applicable

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MMAT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0105. ~~Completion~~Material ofCybersecurity ~~Acquisition or Disposition of Assets~~Incidents.

AsOn ~~previously~~July ~~disclosed~~25, in2024, ~~the Current Report on Form 8-K filed by~~ Meta Materials Inc. (the “Company”) ~~with~~became ~~the~~aware ~~Securities~~that its website, email system and ~~Exchange~~other ~~Commission~~related information technology (IT) systems were significantly disrupted and taken offline. Upon detecting the ~~“SEC”)~~disruption, onthe ~~July~~Company 5immediately began taking steps to restore, ~~2024~~contain, ~~Nanotech~~and ~~Security~~remediate ~~Corp.~~the ~~(“NSC”)~~incident with internal and external cybersecurity experts, aincluding ~~wholly-owned~~beginning ~~subsidiary~~an ofinvestigation ~~1315115~~as BCto ~~Inc~~the cause of the disruption. On initial investigation, ~~which~~the isCompany learned that a ~~wholly~~former ~~subsidiary~~executive officer of the Company, ~~entered~~deliberately ~~into~~de-activated anand ~~Asset~~cancelled ~~Purchase~~the ~~Agreement~~renewal ~~dated~~of ~~July~~the 3Company’s website, ~~2024~~which ~~(the~~significantly ~~“Purchase~~impacted ~~Agreement”)~~the ~~with~~Company’s ~~Authentix,~~IT ~~Inc.~~systems, aincluding ~~Delaware~~delivery ~~corporation~~and ~~(“Authentix”)~~receipt of electronic email communications from customers, investors and ~~Authentix~~other ~~Canada~~stakeholders ~~Solutions,~~of ~~Inc~~the Company. With the assistance of outside legal counsel, athe ~~corporation~~Company ~~formed~~was ~~under~~able to compel the ~~laws~~reinstatement of ~~British~~the ~~Columbia,~~website ~~Canada~~and ~~(together~~commenced ~~with~~a ~~Authentix,~~process ~~“Buyer”),~~to ~~pursuant~~ensure tothat ~~which~~IT ~~Buyer~~functionality ~~agreed~~would tocontinue ~~(i)~~uninterrupted. ~~purchase~~The ~~substantially~~website ~~all~~was ofre-activated ~~the~~and ~~assets~~email ~~owned~~systems byrestored ~~NSC~~on July 29, 2024, although functionality continues to be stressed and ~~used~~delayed inas ~~the~~systems ~~operation~~come ofback ~~the~~online. The Company’s, ~~authentication~~along ~~business~~with ~~(the~~its ~~“Authentication~~internal ~~Business”)~~ and ~~(ii)~~external ~~assume~~cybersecurity ~~certain~~experts, ~~liabilities~~continue ofto ~~the~~work ~~Authentication~~diligently ~~Business.~~to respond to and mitigate any impact from the incident.

OnIn ~~July 16~~addition, ~~2024,~~the ~~NSC~~Company ~~completed~~continues ~~the~~to ~~transactions~~evaluate ~~contemplated~~any byunauthorized ~~the~~access ~~Purchase~~to ~~Agreement~~sensitive (and confidential information of the ~~“Transaction”),~~Company and ~~Buyer~~its ~~paid~~stakeholders in ~~cash~~connection anwith ~~aggregate~~this ofincident. ~~$10~~Other ~~million~~than ~~for~~ the ~~Authentication~~website ~~Business~~being ~~(the~~offline ~~“Purchase~~for ~~Price”),~~a ~~which~~period ~~included~~of $4time ~~million~~and ofdelayed ~~prior~~communications ~~deposits~~through ~~paid~~the byCompany’s ~~Buyer~~IT ~~which~~systems, ~~were~~this ~~applied~~unauthorized toaction by the ~~Purchase~~former ~~Price.~~executive Inofficer ~~addition,~~does $3not ~~million~~appear ofto ~~the~~have ~~Purchase~~had ~~Price~~a ismaterial ~~being~~impact ~~held~~on inthe ~~escrow~~protection toof ~~satisfy~~the ~~certain~~Company’s ~~post-closing~~intellectual ~~matters. Additionally~~property, onor ~~July~~that ~~16,~~there ~~2024,~~was inunauthorized ~~connection~~access ~~with~~to ~~the~~customer ~~Transaction,~~or ~~all~~stakeholder 5proprietary ~~remaining~~information. ~~employees~~The ofCompany ~~the~~continues ~~Authentication~~to ~~Business~~investigate ~~were~~any ~~terminated~~continuing bysecurity ~~the~~issues ~~Company~~and IT functionality, and ~~paid~~assess ~~severance~~other ~~under~~actions ~~their~~the ~~employment~~Company ~~agreements.~~will ~~Such~~take ~~employees~~in ~~received~~response ~~employment~~to ~~offers~~this ~~from~~security ~~Authentix~~and operational incident.

The ~~foregoing~~Company ~~summary~~has ~~of the Transaction does~~ not ~~purport~~yet todetermined bewhether ~~complete,~~the ~~and~~incident is ~~subject~~reasonably tolikely ~~and qualified in its entirety by reference~~ to ~~the~~materially ~~full~~impact ~~text of~~ the ~~Purchase Agreement, which was previously filed as Exhibit 2.1 to the~~ Company’s ~~Current~~financial ~~Report~~condition onor ~~Form~~results ~~8-K~~of ~~filed with the SEC on July 5, 2024, and is incorporated herein by reference~~operations.

Even with the closing of the Transaction, the Company continues to face financial hardship and there remains significant concern that the Company will be able to continue operations. The Board and the Company management continue to consider viable strategic alternatives and to work with its advisors to sell assets and secure additional financing to generate liquidity, however, expectations for success are low, which could lead to a potential winddown and bankruptcy filing of the Company.

    Item 8.01.

    Other Events.

On July 1226, 2024, Metamaterial Technologies Canada Inc. (“~~MMI~~MTCI”), ancommenced ~~immaterial~~bankruptcy ~~subsidiary~~proceedings ofby ~~the~~filing ~~Company,~~an ~~made a voluntary~~ assignment ~~for~~in ~~the~~bankruptcy ~~general~~under ~~benefit~~section 49 of ~~creditors pursuant to~~ the Bankruptcy and Insolvency Act (Canada) in the District Court of Ontario. Grant Thornton Limited was appointed as trustee in the bankruptcy for the benefit of the creditors of ~~MMI~~MTCI. The ~~operations~~trustee ~~and~~will ~~assets~~wind down the business of ~~MMI~~MTCI ~~consisted~~and ~~primarily~~make ofdistributions, aif ~~leased~~any, ~~facility~~to ~~located~~its atcreditors 60in ~~Highfield~~accordance ~~Park,~~with ~~Dartmouth,~~the ~~Nova~~applicable ~~Scotia~~provisions ~~B3A~~of ~~4R9~~the Bankruptcy and Insolvency Act (Canada).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1#	Asset Purchase Agreement, dated July 3, 2024, among Nanotech Security Corp., Authentix, Inc. and Authentix Canada Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 5, 2024).
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			META MATERIALS INC.
Date:	~~July~~August 161, 2024	By:	/s/ Uzi Sasson
			Uzi SassonPresident and Chief Executive Officer

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