Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 28, 2021, the Company completed the Arrangement pursuant to the terms of
the Arrangement Agreement. Under the terms of the Arrangement Agreement, at the
effective time of the Arrangement (the "Effective Time"), each common share of
Meta (each a "Meta Share"), that was issued and outstanding immediately prior to
the Effective Time was converted into the right to receive 1.8425 (the "Exchange
Ratio") newly issued shares of common stock, par value $0.001 per share of the
Company ("Company Common Stock") or shares of Canco, which are exchangeable for
shares of Company Common Stock ("Exchangeable Shares"), at the election of each
former Meta stockholder. In addition, upon completion of the Arrangement,
(i) each outstanding option to purchase Meta Shares (each, a "Meta Option") was
exchanged for an option, on the same terms and conditions applicable to such
Meta Option immediately prior to the Effective Time, to purchase a specified
number of shares of Company Common Stock with an adjusted exercise price, each
calculated pursuant to the terms of the Arrangement Agreement; (ii) each
outstanding deferred stock unit award of Meta (each, a "Meta DSU") became an
award to acquire a number of shares of Company Common Stock equal to (a) the
number of Meta Shares issuable pursuant to the Meta DSUs immediately prior to
the Effective Time, multiplied by (b) the Exchange Ratio (rounded down to the
nearest whole number); and (iii) each outstanding warrant to purchase Meta
Shares (each, a "Meta Warrant") became exercisable to purchase a specified
number of shares of Company Common Stock with an adjusted exercise price, each
calculated pursuant to the terms of the Arrangement Agreement.
In connection with the Arrangement, on June 25, 2021, the Company effected a
reverse stock split of Company Common Stock, at a ratio of two-to-one (the
"Reverse Stock Split"), and changed its name from "Torchlight Energy Resources,
Inc." to "Meta Materials Inc." (the "Name Change"). The shares of Company Common
Stock, previously traded on the Nasdaq Capital Market ("Nasdaq") through the
close of business on June 25, 2021 under the ticker symbol "TRCH," commenced
trading on Nasdaq under the ticker symbol "MMAT" on June 28, 2021, as of which
time the Company Common Stock was also represented by a new CUSIP number, 59134N
104 .
In connection with the Arrangement, immediately prior to the Effective Time, the
Company declared a dividend, on a one-for-one basis, of shares of Series A
Non-Voting Preferred Stock (the "Series A Preferred Stock") to holders of record
of Company Common Stock as of June 24, 2021 (the "Series A Record Date"). The
Certificate of Designation of Preference, Rights and Limitations of the Series A
Non-Voting Preferred Stock of the Company, filed with the Nevada
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Secretary of State on June 14, 2021, entitles holders of Series A Preferred
Stock to receive certain dividends based on the net proceeds of the sale of any
assets that are used or held for use in the Company's oil and gas exploration
business (the "O&G Assets"), subject to certain holdbacks. Such asset sales must
. . .
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information contained in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference
herein.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference
herein.
As previously disclosed, at a special meeting of the Company's stockholders held
on June 11, 2021 (the "Special Meeting"), the Company's stockholders approved
the Reverse Stock Split.
On June 25, 2021, in connection with the Arrangement and effective at 4:01 p.m.
Eastern Time, the Company amended its amended and restated articles of
incorporation to effect the Reverse Stock Split and the Name Change. As of the
opening of trading on Nasdaq on June 28, 2021, the Company Common Stock
beginning to trade on a Reverse Stock Split-adjusted basis and under the new
name "Meta Materials" and a new symbol of "MMAT".
As a result of the Reverse Stock Split, the number of issued and outstanding
shares of Company Common Stock immediately prior to the Reverse Stock Split was
reduced into a smaller number of shares, such that every two shares of Company
Common Stock held by a stockholder immediately prior to the Reverse Stock Split
were combined and reclassified into one share of Company Common Stock after the
Reverse Stock Split. Immediately following the Reverse Stock Split and the
Arrangement, there were approximately 284,109,435 shares of Company Common Stock
outstanding, which approximation is preliminary and subject to change.
No fractional shares were issued in connection with the Reverse Stock Split. In
accordance with the amended and restated articles of incorporation of the
Company, any fractional shares resulting from the Reverse Stock Split were
rounded down to the nearest whole number.
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In accordance with the amended and restated articles of incorporation of the
Company, no corresponding adjustment was made with respect to the Company's
authorized Common Stock or Preferred Stock. The Reverse Stock Split has no
effect on the par value of Company Common Stock or Preferred Stock. Immediately
after the Reverse Stock Split, prior to giving effect to the Arrangement, each
stockholder's percentage ownership interest in the Company and proportional
voting power remained unchanged, other than as a result of the rounding to
eliminate fractional shares, as described in the preceding paragraph. The rights
and privileges of the holders of shares of Company Common Stock will be
unaffected by the Reverse Stock Split.
The foregoing descriptions of the amended and restated articles of incorporation
of the Company are not complete and are subject to and qualified in their
entirety by reference to the amended and restated certificate of incorporation,
a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by
reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On June 28, 2021, the Audit Committee of the Board of Directors of the
Company (the "Board") (the "Audit Committee") approved the dismissal of Briggs &
Veselka Co. as the Company's independent registered public accounting firm,
effective as of June 28, 2021. Prior to the completion of the Arrangement,
Briggs & Veselka Co. served as the independent registered public accounting firm
of the Company.
The report of Briggs & Veselka Co. on the Company's financial statements for the
years ended December 31, 2020 and 2019 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, but the report of Briggs & Veselka Co.
contained an emphasis of a matter paragraph which indicated conditions existed
which raised substantial doubt about our ability to continue as a going concern.
During the years ended December 31, 2020 and 2019, there were no:
(1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) between the Company and Briggs & Veselka Co. on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreement if not resolved to the
satisfaction of Briggs & Veselka Co. would have caused Briggs & Veselka Co. to
make reference thereto in its reports on the financial statements for such
years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation
S-K).
We delivered a copy of this Current Report on Form 8-K to Briggs & Veselka Co.
and requested that a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements made in response to this
Item and, if not, stating the respects in which it does not agree. Briggs &
Veselka Co. responded with a letter dated June 28, 2021, a copy of which is
annexed hereto as Exhibit 16.1, stating that Briggs & Veselka Co. agrees with
the statements set forth above.
(b) Also on June 28, 2021, the Audit Committee approved the engagement of KPMG
LLP as the Company's independent registered public accounting firm for the year
ending December 31, 2021.
Prior to the completion of the Arrangement, KPMG LLP served as the independent
auditors for Meta.
During the years ended December 31, 2020 and 2019, neither the Company, nor
anyone on the Company's behalf, consulted with KPMG LLP regarding either (i) the
application of accounting principles to a specific transaction, completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report nor oral advice was provided
to the Company that KPMG LLP concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing or financial
reporting issue or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).
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Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Pursuant to the Arrangement Agreement, each of the directors of the Company who
would not be continuing as directors after the completion of the Arrangement
resigned from the Board of Directors of the Company (the "Board") and any
respective committees of the Board to which they belonged as of the closing of
the Arrangement. In connection with the Arrangement, the size of the Board
post-Arrangement was set at a total of seven directors. Pursuant to the terms of
the Arrangement Agreement, one of such directors was designated by the Company
pre-Arrangement, one of the directors was appointed jointly by the Company
pre-Arrangement and Meta and five of such directors were designated by Meta.
In accordance with the Arrangement Agreement, on June 24, 2021, effective as of
the Effective Time Effective Time, Gregory McCabe, John A. Brda, Alexandre
Zyngier, Michael J. Graves, and Robert L. Cook, resigned from the Board and any
respective committees of the Board to which they belonged and George Palikaras,
Kenneth Hannah, Maurice Guitton, Eric Leslie, Ram Ramkumar, Allison Christilaw
and Steen Karsbo were each appointed to the Board, to serve until the next
annual meeting of stockholders at which the members of the Board stand for
election (subject to the Company's amended and restated bylaws) or until such
director's earlier death, resignation or removal or until such director's
successor is duly elected and qualified.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
To the extent required by Item 5.02 of Form 8-K, the information contained in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference
herein.
(b) Pursuant to the Arrangement Agreement, as of the Effective Time, Gregory
McCabe, John A. Brda, Alexandre Zyngier, Michael J. Graves, and Robert L. Cook,
resigned from the Board and any respective committees of the Board to which they
belonged.
Termination of Executive Officers
Also, pursuant to the Arrangement Agreement, as of the Effective Time, John A.
Brda resigned as the Company's Chief Executive Officer and Roger N. Wurtele
resigned as the Company's Chief Financial Officer. In connection with their
resignations, such officers resigned from all of the positions they held with
the Company and its subsidiaries.
Appointment of Officers
As of the Effective Time, the Board appointed George Palikaras as the Company's
Chief Executive Officer and President, Kenneth Rice as the Company's Chief
Financial Officer and Executive Vice President, and Jonathan Waldern as the
Company's Chief Technical Officer. There are no familial relationships among any
of the Company's directors or executive officers.
George Palikaras
George Palikaras, Ph.D. is the President and CEO of the Company, a position he
has held since June 2021. Mr. Palikaras has held this role at Meta from the
beginning of 2011 to June 2021. Mr. Palikaras presently holds no other
directorships in publicly traded companies. Mr. Palikaras has received Executive
Education at Harvard, INSEAD, UCL and Stanford Business Schools. He earned his
BEng. in Computer Engineering, an MSc. in Digital Communication Systems and did
his PhD studies in Metamaterial science.
The Board of Directors believes that Mr. Palikaras offers a wide array of skills
and experiences that position META to take full advantage of its intellectual
property estate, its growing list of relationships with Fortune 500 companies
and its team of highly qualified scientific and commercial staff.
Kenneth Rice
Mr. Rice has served as the Company's Chief Financial Officer and Executive Vice
President since June 2021 and served as Meta's Chief Financial Officer and
Executive Vice President from December 2020 to June 2021. From April 2016 to
March 2019, Mr. Rice held the position of Senior Vice President of LikeMInds,
Inc. From April 2019 through November 2020 Mr. Rice was employed as CEO of
Alderaan Group, a project management and consulting company.
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Mr. Rice holds no directorships. Mr. Rice holds a BSBA and an MBA from Babson
College, a Juris Doctor from Suffolk University Law School and an LLM in
taxation, specialized in international tax from Boston University Law School.
The Board of META believes that Mr. Rice's decades of experience in both
operating and finance roles positions him well for META needs in the coming
years.
Jonathan Waldern, Ph.D.
Mr. Waldern has served as the Chief Technology Officer of the Company since June
2021 and served as the Chief Technology of Meta from December 2020 to June 2021.
From 2003 through November 2020 Jonathan was founder, chairman, Chief Executive
Officer and Chief Financial Officer of SBG Labs (DBA DigiLens) in Sunnyvale.
Mr. Waldern holds no directorships in any public companies. He holds a PhD is
Computer Science (Virtual Reality) that was supported by IBM Research Labs, from
Loughborough University of Technology.
The Board of META believes that Dr. Waldern's decades of experience in Augmented
Reality and high performance electro optics help to position META to take full
advantage if the opportunities in these areas.
Agreements with Mr. Palikaras
On March 5th, 2020, Meta entered into an executive employment contract (the
"Palikaras Employment Agreement") with George Palikaras, which amended the prior
employment contract entered into between Mr. Palikaras and Meta, pursuant to
which Meta agreed to employ Mr. Palikaras as the President and Chief Executive
Officer of Meta, effective as of March 5th, 2020, for an indefinite term in
consideration of an annual base salary of CAD$200,000. In connection with the
Arrangement, the Company has assumed the Palikaras Employment Agreement.
Mr. Palikaras's years of service since December 15, 2010 are recognized under
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in
Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by
reference herein.
Commencing on June 28, 2021, the trading symbol for the Company Common Stock,
which is currently listed on Nasdaq, changed from "TRCH" to "MMAT."
Item 8.01 Other Events.
On June 25, 2021, the Company issued a press release announcing the Reverse
Stock Split. A copy of the press release is filed herewith as Exhibit 99.1
On June 28, 2021, the Company issued a press release announcing the completion
of the Arrangement. A copy of the press release is filed herewith as Exhibit
99.2.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company intends to file the financial statements of Metamaterial Inc.
required by Item 9.01(a) as part of an amendment to this Current Report on Form
8-K not later than 71 calendar days after the date this Current Report on Form
8-K is required to be filed. (b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item
9.01(b) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date this Current Report on Form 8-K is required
to be filed.
(d) Exhibits.
Exhibit
Number Exhibit Title
3.1 Certificate of Amendment related to the Reverse Stock Split and Name
Change, filed June 25, 2021
10.1 Form of Meta Materials Inc. Indemnification Agreement
16.1 Letter dated June 28, 2021 from Briggs & Veselka Co. to the
Securities and Exchange Commission.
99.1 Press Release, dated June 25, 2021
99.2 Press Release, dated June 28, 2021
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document)
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