UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 2.02 Results of Operations and Financial Condition.
On November 16, 2021, Meta Materials, Inc. (the “Company”) issued a press release regarding its financial results for its three and nine months ended September 30, 2021. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof regardless of any general incorporation language in any such filing, unless the registrant expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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104 |
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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.
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META MATERIALS INC. |
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Date: |
November 16, 2021 |
By: |
/s/ Ken Rice |
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Chief Financial Officer & Executive Vice President |
Exhibit 99.1
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META Announces Third Quarter and YTD 2021 Results
HALIFAX, NS / ACCESSWIRE / November 15, 2021 / Meta Materials Inc. (the “Company” or “META®”) (NASDAQ: MMAT, FSE: MMAT) a developer of high-performance functional materials and nanocomposites, today announced third quarter and YTD 2021 results. Please visit the Investors section of our website to view the Q3 2021 Shareholder Letter.
The interim financial statements and the associated management discussion and analysis for the quarter ended September 30, 2021 are available on the Investors section of our website as well as on Nasdaq.com or on the SEC EDGAR website at www.sec.gov.
In Q3 2021, total revenue grew 189%, to $572,612, compared to $198,175 in Q3 2020. For the nine months YTD 2021, total revenue increased by 111%, to $1,793,235, versus $848,858 in the first nine months of 2020. The Q3 2021 net loss was $11,425,248, $0.04 per share on 280,080,786 weighted average shares, compared to a net loss of $2,581,204, $0.02 per share on 155,913,202 weighted average shares in Q3 2020. For the nine months YTD 2021, the net loss was $61,467,070 (which includes a one-time, non-cash loss of $40,540,091 on financial instruments), $0.28 per share on 216,135,190 weighted average shares, compared to a loss of $5,815,233, $0.04 per share on 131,557,607 weighted average shares in the first nine months of 2020.
Net cash used in operating activities during the nine months YTD 2021 was $15,584,000, compared to $5,903,523 in the first nine months of 2020. Capital expenditures for purchases of property, plant, and equipment and intangible assets totaled $6,390,932. As of September 30, 2021, cash and cash equivalents totaled $140,796,052, and common shares outstanding were 281,200,905. Subsequent to quarter end, the Company used $72.1MM in cash to complete the acquisition of Nanotech Security Corp.
About Meta Materials Inc.
META® delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive, and clean energy. Our nano-optic technology provides anti-counterfeiting security features for government documents and currencies and authentication for brands. Our achievements have been widely recognized, including being named a Lux Research Innovator of the Year in 2021. Learn more at www.metamaterial.com.
META MATERIALS INC. |
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CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED) |
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As of |
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As of |
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September 30, 2021 |
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December 31, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
140,796,052 |
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$ |
1,395,683 |
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Restricted cash |
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421,817 |
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- |
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Grants receivable |
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285,063 |
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327,868 |
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Accounts receivable |
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96,848 |
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22,833 |
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Inventory |
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358,964 |
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463,382 |
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Prepaid expenses and other current assets |
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3,262,595 |
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514,204 |
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Assets held for sale |
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73,650,140 |
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- |
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Due from related parties |
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64,708 |
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- |
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Total current assets |
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218,936,187 |
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2,723,970 |
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Intangible assets, net |
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4,642,904 |
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4,476,614 |
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Property, plant and equipment, net |
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7,525,989 |
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2,761,171 |
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Operating lease right-of-use assets |
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4,775,130 |
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270,581 |
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Goodwill |
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218,828,518 |
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- |
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Total assets |
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$ |
454,708,728 |
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$ |
10,232,336 |
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Liabilities and stockholders’ equity (deficit) |
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Current liabilities |
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Trade and other payables |
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$ |
6,556,665 |
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$ |
2,940,452 |
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Due to related party |
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- |
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245,467 |
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Current portion of long-term debt |
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532,346 |
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290,544 |
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Current portion of deferred revenues |
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1,186,885 |
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1,239,927 |
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Current portion of deferred government assistance |
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842,425 |
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779,578 |
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Preferred stock liability |
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77,906,354 |
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- |
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Current portion of operating lease liabilities |
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330,867 |
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150,802 |
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Asset retirement obligations |
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21,937 |
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- |
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Unsecured convertible promissory notes |
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- |
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1,203,235 |
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Secured convertible debentures |
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- |
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5,545,470 |
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Total current liabilities |
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87,377,479 |
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12,395,475 |
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Deferred revenues |
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637,559 |
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804,143 |
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Deferred government assistance |
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38,869 |
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146,510 |
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Deferred tax liability |
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131,907 |
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318,054 |
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Unsecured convertible debentures |
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- |
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1,825,389 |
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Long-term operating lease liabilities |
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2,423,123 |
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119,779 |
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Funding obligation |
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868,169 |
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776,884 |
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Long-term debt |
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2,698,515 |
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2,743,504 |
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Total liabilities |
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94,175,621 |
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19,129,738 |
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Stockholders’ equity (deficit) |
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Common stock - $0.001 par value; 1,000,000,000 shares authorized, 281,200,905 shares issued and outstanding at September 30, 2021, and $Nil par value; unlimited shares authorized, 154,163,975 shares issued and outstanding at December 31, 2020 |
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259,384 |
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132,347 |
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Additional paid-in capital |
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459,129,666 |
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29,021,974 |
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Accumulated other comprehensive income (loss) |
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7,970 |
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(654,880 |
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Accumulated deficit |
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(98,863,913 |
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(37,396,843 |
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Total stockholders’ equity (deficit) |
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360,533,107 |
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(8,897,402 |
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Total liabilities and stockholders’ equity (deficit) |
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$ |
454,708,728 |
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$ |
10,232,336 |
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Page | 2
META MATERIALS INC. |
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CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED) |
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Three months ended |
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Nine months ended |
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2021 |
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2020 |
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(Recast - note 11) 2021 |
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2020 |
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Revenue: |
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Product sales |
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297,431 |
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982 |
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321,431 |
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2,904 |
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Development revenue |
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275,181 |
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197,193 |
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1,471,804 |
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845,954 |
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Total Revenue |
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572,612 |
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198,175 |
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1,793,235 |
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848,858 |
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Cost of goods sold |
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145,103 |
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935 |
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146,209 |
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3,095 |
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Gross Profit |
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427,509 |
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197,240 |
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1,647,026 |
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845,763 |
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Operating Expenses: |
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Selling & Marketing |
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427,004 |
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196,276 |
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1,122,469 |
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520,804 |
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General & Administrative |
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9,776,850 |
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1,463,255 |
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16,217,012 |
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4,620,907 |
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Research & Development |
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1,816,547 |
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1,043,915 |
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5,229,456 |
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2,936,516 |
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Total operating expenses |
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12,020,401 |
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2,703,446 |
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22,568,937 |
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8,078,227 |
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Other income (expense): |
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Interest expense, net |
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(215,116 |
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(376,776 |
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(1,093,833 |
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(893,001 |
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(Loss) Gain on foreign exchange, net |
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(440,157 |
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(175,514 |
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(770,542 |
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81,159 |
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(Loss) Gain on financial instruments, net |
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— |
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(118,455 |
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(40,540,091 |
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1,167,310 |
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Other income, net |
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739,260 |
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562,443 |
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1,673,124 |
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974,112 |
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Total other income (expense) |
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83,987 |
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(108,302 |
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(40,731,342 |
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1,329,580 |
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Loss before income taxes |
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(11,508,905 |
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(2,614,508 |
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(61,653,253 |
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(5,902,884 |
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Income tax recovery |
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83,657 |
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33,304 |
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186,183 |
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87,651 |
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Net loss |
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(11,425,248 |
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(2,581,204 |
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(61,467,070 |
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(5,815,233 |
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Other Comprehensive Income (Loss) net of tax |
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Foreign currency translation gain (loss) |
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(125,976 |
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167,941 |
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(17,328 |
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8,693 |
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Fair value gain (loss) on changes of own credit risk |
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— |
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(223,221 |
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680,178 |
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(588,429 |
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Total Other Comprehensive Income (Loss) |
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(125,976 |
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(55,280 |
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662,850 |
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(579,736 |
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Comprehensive loss |
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(11,551,224 |
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(2,636,484 |
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(60,804,220 |
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(6,394,969 |
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Basic and diluted loss per share (1) |
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(0.04 |
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(0.02 |
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(0.28 |
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(0.04 |
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Weighted average number of shares outstanding - basic and |
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280,080,786 |
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155,913,202 |
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216,135,190 |
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131,557,607 |
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Page | 3
META MATERIALS INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
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Nine months ended |
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September 30, 2021 |
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September 30, 2020 |
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$ |
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$ |
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Cash flows from operating activities: |
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Net loss |
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(61,467,070 |
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(5,815,233 |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Non-cash finance income |
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— |
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(14,002 |
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Non-cash interest expense |
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904,749 |
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611,808 |
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Non-cash lease expense |
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256,785 |
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— |
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Deferred income tax |
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(186,183 |
) |
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(87,651 |
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Depreciation and amortization |
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1,798,607 |
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1,768,261 |
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Unrealized foreign currency exchange loss (gain) |
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279,805 |
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(146,433 |
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Loss (gain) on financial instruments, net |
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40,540,091 |
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(1,167,310 |
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Change in deferred revenue |
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(239,057 |
) |
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(380,494 |
) |
Non-cash government assistance |
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(508,730 |
) |
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(274,632 |
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Loss on debt settlement |
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19,253 |
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— |
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Stock-based compensation |
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855,989 |
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1,114,814 |
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Non-cash consulting expense |
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3,926,628 |
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43,673 |
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Changes in operating assets and liabilities |
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(1,764,867 |
) |
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(1,556,324 |
) |
Net cash used in operating activities |
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(15,584,000 |
) |
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(5,903,523 |
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Cash flows from investing activities: |
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Purchases of intangible assets |
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(838,664 |
) |
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(60,716 |
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Purchases of property, plant and equipment |
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(5,552,268 |
) |
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(651,651 |
) |
Proceeds from reverse takeover |
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146,954,733 |
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3,072,136 |
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Net cash provided by investing activities |
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140,563,801 |
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2,359,769 |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
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1,127,151 |
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25,783 |
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Repayments of long-term debt |
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(938,496 |
) |
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(190,633 |
) |
Proceeds from government grants |
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223,384 |
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198,286 |
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Proceeds from unsecured promissory notes |
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13,963,386 |
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502,987 |
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Proceeds from secured convertible debentures |
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— |
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3,630,019 |
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Proceeds from unsecured convertible debentures |
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— |
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693,784 |
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Proceeds from issuance of common stock and warrants, net |
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— |
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598,546 |
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Proceeds from stock option exercises |
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374,652 |
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— |
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Proceeds from warrant exercises |
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93,993 |
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— |
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Proceeds from broker warrant exercises |
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16,255 |
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— |
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Net cash provided by financing activities |
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14,860,325 |
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5,458,772 |
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Net increase in cash, cash equivalents and restricted cash |
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139,840,126 |
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1,915,018 |
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Cash, cash equivalents and restricted cash at beginning of the period |
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1,395,683 |
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|
407,061 |
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Effects of exchange rate changes on cash, cash equivalents and restricted cash |
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(17,940 |
) |
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83,582 |
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Cash, cash equivalents and restricted cash at end of the period |
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141,217,869 |
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2,405,661 |
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Supplemental cash flow information |
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Accrued purchases of property, equipment and patents |
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799,305 |
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225,357 |
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Right-of-use assets obtained in exchange for lease liabilities |
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892,003 |
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— |
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Right-of-use assets and prepaid expenses recognized in exchange for common stock |
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2,149,381 |
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— |
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Settlement of liabilities in common stock |
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52,063,432 |
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— |
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Interest paid on debt |
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64,528 |
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|
114,040 |
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Page | 4
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, expansion 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 and the expansion thereof, research and development projects of the Company, the market potential of the products of the Company , the market position of the Company, 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 to 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-Q filed with the SEC on November 15, 2021, in the Company’s Form 10-K filed with the SEC on March 18, 2021, 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.
Investor Contact
Mark Komonoski
Senior Vice President
Integrous Communications
Phone: 1-877-255-8483
Email: ir@metamaterial.com
Media Inquiries
Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.
media@metamaterial.com
Page | 5
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Document And Entity Information |
Nov. 16, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 16, 2021 |
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 | 1 Research Drive |
Entity Address, City or Town | Dartmouth |
Entity Address, State or Province | NS |
Entity Address, Postal Zip Code | B2Y 4M9 |
City Area Code | 902 |
Local Phone Number | 482-5729 |
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 |
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