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): October 25, 2022

MEGA MATRIX CORP.

(Exact name of registrant as specified in our charter)

(650) 340-1888

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On October 25, 2022, following the recommendation of the Compensation Committee of the Board of Directors (“Compensation Committee”) of Mega Matrix Corp. (the “Company”), the Board of Directors of the Company (the “Board”) approved an adjustment to the annual base salary for Yucheng Hu, Chairman, President and Chief Executive Officer, from $1.00 to his former annual base salary of $192,000, effective as of October 16, 2022.

In addition, on October 25, 2022, following the recommendation of the Compensation Committee and approval by the Board, the Company entered into the Company’s standard form of employment agreement with its Chief Operating Officer and executive director, Mr. Yunheng (Brad) Zhang, for a term of three (3) years, subject to early termination by the parties, and provides for an annual base salary of $150,000, effective as of October 16, 2022. In addition, Mr. Zhang will be eligible to receive an annual target cash bonus and equity-based incentive compensation, as determined by the board of directors of the Company (the “Board”) and the Compensation Committee of the Board, employee benefits as may be determined by the Company in its sole discretion, and reimbursement of expenses in the course and scope of authorized Company business.

The foregoing description of the form of employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of employment agreement, which is filed as Exhibit 10.5 to the Current Report on Form 8-K, filed on October 1, 2021, and is incorporated herein by reference.

SIGNATURES

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

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