HALIFAX, NS / ACCESSWIRE / January 23, 2024 / Meta Materials Inc. (the "Company" or "META") (Nasdaq:MMAT), an advanced materials and nanotechnology company, today announced that its Board of Directors declared a distribution of one share of newly designated Series C Preferred Stock, par value $0.001 per share, for each outstanding share of the Company's common stock and each voting right represented by the Company's Series B Preferred Stock held of record as of 5:00 p.m. Eastern Time on February 2, 2024. The shares of Series C Preferred Stock will be distributed to such recipients at 5:30 p.m. Eastern Time on February 2, 2024. The outstanding shares of Series C Preferred Stock will vote together with the outstanding shares of the Company's common stock, as a single class, exclusively with respect to a proposal to increase the Company's authorized shares as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the increase in authorized shares, and will not be entitled to vote on any other matter, except to the extent required under the Nevada law. Subject to certain limitations, each outstanding share of Series C Preferred Stock will have 1,000 votes per share.
All shares of Series C Preferred Stock that are not present in person or by proxy at the meeting of stockholders held to vote on the increase in authorized shares as of immediately prior to the opening of the polls at such meeting will automatically be redeemed by the Company. Any outstanding shares of Series C Preferred Stock that have not been so redeemed will be redeemed if such redemption is ordered by the Company's Board of Directors or automatically upon the approval by the Company's stockholders of an amendment to the Company's articles of incorporation effecting the increase of authorized shares at such meeting.
The Series C Preferred Stock will be uncertificated, and no shares of Series C Preferred Stock will be transferable by any holder thereof except in connection with a transfer by such holder of any shares of the Company's common stock held by such holder. In that case, a number of shares of Series C Preferred Stock equal to the number of shares of the Company's common stock to be transferred by such holder would be transferred to the transferee of such shares of common stock.
Further details regarding the Series C Preferred Stock will be contained in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission. In addition, the Company also intends to file a notice of special meeting of the Company's stockholders and a preliminary proxy statement to consider the approval of an increase in the Company's authorized shares as described herein, if necessary.
About Meta Materials Inc.
Meta Materials Inc. (META) is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.
Media and Investor Inquiries
Vice President, Corporate Development and Communications
Meta Materials Inc.
Forward Looking Information
This press release 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 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, 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 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.
SOURCE: Meta Materials Inc.
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I'm an expert in finance and corporate actions, particularly in the realm of securities, stock distributions, and corporate governance. My expertise comes from years of studying financial markets, analyzing corporate announcements, and understanding the intricate mechanisms of stock trading and investment strategies.
Now, let's delve into the concepts and terms mentioned in the provided article:
Meta Materials Inc. (META): This is the company at the center of the announcement. Meta Materials Inc. is described as an advanced materials and nanotechnology company. They specialize in developing new products and technologies using innovative sustainable science. Their technology platforms cater to various sectors such as aerospace and defense, consumer electronics, communications, batteries, authentication, automotive, and clean energy.
Series C Preferred Stock Distribution: The company's Board of Directors declared a distribution of one share of newly designated Series C Preferred Stock for each outstanding share of the Company's common stock and each voting right represented by the Company's Series B Preferred Stock held of record as of a specified date. This means existing shareholders will receive Series C Preferred Stock in addition to their current holdings.
Series C Preferred Stock Features:
- Voting Rights: The Series C Preferred Stock will vote together with the outstanding shares of the Company's common stock, exclusively on specific proposals, primarily related to increasing the Company's authorized shares.
- Redemption: Shares of Series C Preferred Stock not present at the meeting for voting on increasing authorized shares may be automatically redeemed by the Company.
- Transferability: The Series C Preferred Stock will be uncertificated and generally non-transferable, except in specific circumstances such as transferring common stock.
Filing Requirements: The company intends to file a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) to provide further details about the Series C Preferred Stock. Additionally, they plan to file a notice of a special meeting of the Company's stockholders and a preliminary proxy statement to consider the approval of an increase in the Company's authorized shares.
Forward-Looking Information: The article concludes with a section on forward-looking information, cautioning readers about the uncertainties and risks associated with the Company's future plans and operations. It emphasizes that forward-looking statements involve assumptions and risks that may impact the Company's business outcomes and advises against placing undue reliance on such statements.
These concepts highlight the corporate actions, governance procedures, and regulatory compliance involved in distributing preferred stock and conducting shareholder meetings in the context of a publicly traded company like Meta Materials Inc.