Form 8-K - Current report

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): January 30, 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 7.01.

    Regulation FD Disclosure.

On January 30, 2024, Meta Materials Inc. posted an investor presentation to its website at www.investors.metamaterial.com. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		January 2024 Investor Presentation.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

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:	January 30, 2024	By:	/s/ Uzi Sasson
			Uzi Sasson President and Chief Executive Officer

INVESTOR PRESENTATION J A N U A R Y 2 0 2 4 META delivers breakthrough performance to OEM customers across a range of applications by providing components and systems based on advanced materials, nanotechnology, and AI-enabled software.

This presentation includes forward-looking information or statements within the meaning of Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, regarding the Company, which may include, but are not limited to, statements with respect to the ability of the Company to continue to meet the Nasdaq requirements to maintain a Nasdaq listing, the business strategies, product development, restructuring plans and operational activities of the Company. Often but not always, forward-looking information can be identified by the use of words such as “pursuing”, “potential”, “predicts”, “projects”, “seeks”, “plans”, “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, the capabilities of our facilities thereof, research and development projects of the Company, the total available market and market potential of the products of the Company, the market position of the Company, the need to raise more capital and the ability to do so, the scalability of the Company’s production © 2024 Meta Materials Inc. All rights reserved ability, capacity for new customer engagements, material selection programs timeframes, the ability to reduce production costs, enhance metamaterials manufacturing capabilities and extend market reach into new applications and industries, the ability to accelerate commercialization plans, the possibility of new customer contracts, the continued engagement of our employees, the technology industry, market strategic and operational activities, and management’s ability to manage and operate the business. More details about these and other risks that may impact the Company’s businesses are described under the heading “Forward-Looking Information” and under the heading “Risk Factors” in the Company’s Form 10-K filed with the SEC on March 23, 2023, in the Company’s Form 10-K/A filed with the SEC on March 24, 2023, in the Company’s Form 10-Q filed with the SEC on November 13, 2023, and in subsequent filings made by Meta Materials with the SEC, which are available on SEC’s website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward- looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law. FORWARD LOOKING STATEMENTS

Transparent Conductive Mate For example: QUANTUM™ stripe delivers full color, motion, and 3D stereoscopic depth with no inks or dyes, using nanoscale structures on an ultrathin metal foil © 2024 Meta Materials Inc. All rights reserved WHAT ARE METAMATERIALS?

ufacturing ® BATTERY MATERIALS: NCORE™for and NPORE Markets: consumer electronics, EVs, all L®i-ion batteries AUTHENTICATION: QUANTUM™, NANO™, LiveOptik® Markets: banknotes, government documents & ID, retail brands WHAT DOES META OFFER? © 2024 Meta Materials Inc. All rights reserved WIDE AREA MOTION IMAGERY (WAMI): VLEPSIS® Markets: government defense/security, public safety, disaster recovery, smart cities TRANSPARENT CONDUCTIVE FILMS: NANOWEB® Markets: automotive, consumer electronics, telecommunications, aerospace and defense

ufacturing for ® NPORE® © 2024 Meta Materials Inc. All rights reserved META’S TARGET MARKETS *Sources: Based on META's internal estimates using third-party sources such as IDTechEx, Statista, Verified Market Research, Yano Market Research, Lux Research GROWTH IN ADDRESSABLE TARGET MARKETS*: 2022-2026, CAGR 19% (in $billions) 5

BANKNOTES: Confidential G10 central bank customer: $41.5M, 5-Year development deal re: banknote security feature LumaChrome™: used as security feature on 7B+ banknotes, across 30+ denominations in the last 20+ years Introduced QUANTUM™ Stripe in late 2023 BRAND PROTECTION: Launched NANO™ protect in late 2023 LiveOptik® delivers striking, multi-image, visual effects Banknotes QUANTUM™ stripe QUANTUM™ patch QUANTUM™ thread Brand Protection NANO™ protect LiveOptik® CORE LINE: AUTHENTICATION $2.0B in 2026 Total Addressable Market: $1.7B in 2022 © 2024 Meta Materials Inc. All rights reserved 7

CORE LINE: BATTERY MATERIALS (NCORE) $18.6B in 2026 Total Addressable Market: $7.3B in 2022 NCORE™ METAL-POLYMER COMPOSITE CURRENT COLLECTOR Replaces traditional metallic foil current collectors with a metal-polymer composite (Cu and Al), offering the world’s 1st through-plastic-core conductivity. Ultra Lightweight and Thin: Reduced weight (-85% for current collector, -5% at cell level) Increased energy and power densities Added Safety: Fuse-like protection from thermal runaway, chemistry agnostic Scalable Manufacturing: Roll-to-roll manufacturing using proprietary PLASMAfusion® Costs: Comparable to metallic foil APPLICATIONS: Higher energy density cells, mobile phone safety, next generation batteries, high-silicon anode manufacturing © 2024 Meta Materials Inc. All rights reserved

NPORE® separator prevents thermal runaway in a nail penetration test Freestanding, ceramic, nanoporous separator eliminates the plastic layer Demonstrated production scale at high speed on 1.5 m-wide line The world’s 1st flexible, free-standing ceramic nanoporous membrane separator for lithium-ion batteries Ultra Thermal Stability <1% heat shrinkage for increased battery safety 5x higher thermal conductivity compared to plastic separators Flame resistance Excellent Electrochemical Performance Superior abuse resistance Rapid wet out with battery electrolytes 3x greater compression resistance compared to plastic separators Excellent electrolyte conductivity APPLICATIONS: All lithium-ion cells, especially aerospace, military, medical where heat tolerance is critical Joint development agreement with leading global battery OEM $10.9B in 2026 Total Addressable Market: $6.6B in 2022 NPORE® ALL-CERAMIC BATTERY SEPARATORS CORE LINE: BATTERY MATERIALS (NPORE®) © 2024 Meta Materials Inc. All rights reserved

noim rint ting Line VLEPSIS® MULTI-GIGAPIXEL EO-WAMI SENSOR PACKAGE Outpaces competitors in both performance and cost. Coverage of 10s to 100 km2 with resolution to discern vehicles and people- sized objects Track and monitor 50+ simultaneous live video streams with AI-based multi- object tracking and DVR-like analytical capability Proprietary hardware and AI software support automation for independent and simultaneous users; machine learning Weighing less than 20 kg, payload is small, light, and sufficiently low-powered for helicopters, fixed wing aircraft, and Group 3 UAS platforms Ground control and processing system (OPTIONS): VTOL UAS platform, air to ground data link, high-res. EO-IR skyball, integration with other data sources, custom analytic software APPLICATIONS: government defense/security, public safety, disaster recovery, smart cities *Data from: Global Airborne Intelligence Surveillance; Airborne ISR Market Size, Share, Industry Report 2023-28 CORE LINE: WAMI (VLEPSIS®) MARKET* SEGMENT MARKET ($Billions) GROWTH (%) Defense EO/IR ISR Services*** 7.3 5 Sensors** 1.9 7 Commercial EO/IR ISR Local Law*** 0.7 8 Public Safety*** 0.6 5 **Current TAM ***Future TAM © 2024 Meta Materials Inc. All rights reserved 12

noim rin ting Lin t e 5G REFLECTORS FOR NETWORKS/COMMUNICATION Samples meet/exceed specs Testing done with network signal propagation COMMERCIALIZATION UNDERWAY Outsourced High-Volume Manufacturing Collaboration with Panasonic Industry for 60cm-wide capacity CORE LINE: TRANSPARENT CONDUCTIVE FILMS (NANOWEB®) $5.2B in 2026 Total Addressable Market: $2.3B in 2022 FIRST CONVECTION MICROWAVE WITH TRANSPARENT WINDOW Test deployed with leading microwave manufacturer (actual META product photo in prior page) META’s transparent mesh design with the right specifications (EMI shielding > 40dB, low absorption <2%) IP on multi-layer mesh Know-how on integration and multi-layer glass optimization Proper grounding AUTOMOTIVE – TRANSPARENT HEATERS FOR ADAS SENSORS Working with OEMs for camera/lidar and radar versions © 2024 Meta Materials Inc. All rights reserved

CATEGORY APPLICATION ALTERNATIVE TCF SOLUTION LIMITATION OF CURRENT SOLUTION COMPETITIVE ADVANTAGE VS. OTHER MESH ALTERNATIVES AUTOMOTIVE WINDSHIELD CAMERA HEATER NO SOLUTION NO SOLUTION UNIFORM HEATING FOR TRAPEZOID SHAPED WINDOW LIDAR HEATER ITO AND CNT LIMITED HEATING POWER LIMITED TRANSPARENCY (<95%) HIGH HEATING POWER (FASTER DE-ICE) HIGHER TRANSPARENCY (99%) RADAR HEATER VISIBLE WIRES NON-UNIFORM HEATING RADAR COMPATIBILITY WITH UNIFORM HEATING TRANSPARENT ANTENNAS VISIBLE WIRES AND HYBRID TRANSPARENCY AND EFFICIENCY HIGH EFFICIENCY AND TRANSMISSION CONSUMER ELECTRONICS EMI SHIELDING NO SOLUTION NO SOLUTION HIGHLY TRANSPARENT AND LOW ABSORPTION (LEAKAGE WELL BELOW FDA REQUIREMENT) TELECOMS TRANSPARENT PASSIVE REFLECTORS NO TRANSPARENT SOLUTION TRANSPARENCY AND EFFICIENCY HIGHLY EFFICIENT BEAM REDIRECTING AND SIGNAL ENHANCEMENT CORE LINE: TRANSPARENT CONDUCTIVE FILMS (NANOWEB®) © 2024 Meta Materials Inc. All rights reserved Competitive advantages move the needle

SELECT FINANCIALS Q4 2023 © 2024 Meta Materials Inc. All rights reserved This information should be read in conjunction with the complete financial statements and the associated management discussion and analysis, available on the Investors section of our website at www.metamaterial.com, as well as on the SEC EDGAR website at www.sec.gov 16 *Effective January 29, 2024, META effected a one-for-one hundred reverse split of its issued and outstanding Common Stock. Shares outstanding gives effect to the reverse stock split (subject to adjustment for fractional shares). META expects to release fourth quarter and full year 2023 results in mid-to-late March. The preliminary estimated financial information has been prepared by, and is the responsibility of, the Company’s management. KPMG LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial information provided above.

1. Focus on core verticals driving revenue. © 2024 Meta Materials Inc. All rights reserved 2. Large and growing total addressable markets. 3. Improve operating efficiency and cash management. Accelerate time-to-market commercialization. Build on partnerships for other technologies. KEY TAKEAWAYS

Allison Christilaw, Director BOARD OF DIRECTORS Jack Harding, Chair Steen Karsbo, Director Ken Hannah, Director Vyomesh Joshi, Director Philippe Morali, Director © 2024 Meta Materials Inc. All rights reserved

SENIOR LEADERSHIP Uzi Sasson President and CEO Alan Newman Chief Product Officer Dan Eaton Chief Legal Officer/ General Counsel Panos Kosmas VP BioMed Engineering Ragip Pala Dir Metamaterials R & I B.J. Shin Chairman & EVP Korea Dmitry Yarmolich VP & Managing Dir Plasma Tech Anna Bradshaw Director of Organizational Development Ben Sloan Global Head of Business Dev, Energy Rob Stone VP, Corporate Dev & Communications Grant Whitcombe Global Head of Business Dev David Chester VP Systems Engineering © 2024 Meta Materials Inc. All rights reserved

Document And Entity Information	Jan. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2024
Entity Registrant Name	Meta Materials Inc.
Entity Central Index Key	0001431959
Entity Emerging Growth Company	false
Entity File Number	001-36247
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	74-3237581
Entity Address, Address Line One	60 Highfield Park Dr
Entity Address, City or Town	Dartmouth
Entity Address, State or Province	NS
Entity Address, Postal Zip Code	B3A 4R9
City Area Code	902
Local Phone Number	482-5729
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MMAT
Security Exchange Name	NASDAQ