Blog: MEGA MATRIX CORP. : Unregistered Sale of Equity Securities … –

Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on December 23, 2022, Mega Matrix Corp. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with
certain accredited investors named in the Purchase Agreement (collectively, the
“Purchasers”), pursuant to which the Company agreed to sell an aggregate of
5,280,000 shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”) at a purchase price of $1.30 per share, or $6,864,000 (the
“Private Placement”).

On January 20, 2023, the Purchasers and the Company agreed to an initial closing
of the Private Placement on January 20, 2023 and the Company issued an aggregate
of 4,314,615 shares of Common Stock, at a price of $1.30 per share for aggregate
gross proceeds to the Company of approximately $5,608,999.50, before deducting
estimated offering expenses payable by the Company, and extended the final
closing date under the Purchase Agreement from January 31, 2023 to February 15,
2023. The Company anticipates closing the remaining $1,255,000.50 under the
Private Placement on or before February 15, 2023

The Company will issue the shares of Common Stock in reliance upon an exemption
from the registration provisions of the Securities Act of 1933, as amended,
pursuant to Section 4(a)(2) and Regulation S thereunder.

The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of the Purchase Agreement, which is filed as Exhibit 10.1 to the Current
Report on Form 8-K, filed on December 27, 2022, and is incorporated herein by

Item 7.01. Regulation FD Disclosure.

On January 20, 2023, the Company issued a press release announcing the
development of its new business model in digital assets staking and the initial
closing of the Private Placement. The press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and incorporated into this Item 7.01 by

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
99.1             Press Release dated January 20, 2023
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)


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