8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2022

Next Bridge Hydrocarbons, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

333-266143	87-2538731
(Commission File Number)	(IRS Employer Identification No.)

6300 Ridglea Place, Suite 950 Fort Worth, Texas	76116
(Address of principal executive offices)	(Zip Code)

(817) 438-1937

Registrant’s telephone number, including area code

Not applicable

 (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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 (see General Instruction A.2. below):

¨ 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))

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 5.01 Change in Control of Registrant.

Next Bridge Hydrocarbons, Inc. (the “Company”) was a 100% owned subsidiary of Meta Materials, Inc. (“Meta”) prior to the distribution of 100% of the outstanding common stock, par value $.0001 per share, of the Company (the “Spin-Off”) completed by Meta on December 14, 2022 (the “Distribution Date”). Meta completed the Spin-Off by distributing ratably to the holders of Meta’s Series A Non-Voting Preferred Stock (the “Series A Preferred Stock”), one share of the Company’s common stock for every one share of Series A Preferred Stock held by such holder on December 12, 2022, the record date. Following completion of the Spin-Off, the Company is an independent, public reporting company, and Meta retains no ownership interest in the Company. On December 20, 2022, the Company issued a press released announcing completion of the Spin-Off. A copy of the press release is attached hereto as Exhibit 99.1.

The foregoing summary of the Spin-Off does not purport to be complete and is subject to, and qualified in its entirety by, the descriptions of the material terms set forth in the section entitled “The Spin-Off” in the Company’s Registration Statement on Form S-1, as amended, and the accompanying prospectus, declared effective November 18, 2022 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Directors and Officers

The Board of Directors of the Company (the “Board”) expanded its size to five directors, effective as of the Distribution Date. Effective immediately following the Spin-Off, each of Clifton DuBose, Jr., Joseph DeWoody, Mia Pitts and Kristin Whitley were elected as directors of the Company, and Ken Rice and George Palikaras, who had been serving as members of the Board, resigned to be directors of the Company. Robert L. Cook was previously elected to serve as a director of the Company and will continue to serve as a director following the Spin-Off.

As of the Distribution Date:

• Clifton DuBose, Jr. was appointed to serve as Chief Executive Officer and Chairman of the Board;

• Luke T. Hawkins was appointed to serve as Chief Financial Officer;

• Joseph DeWoody was appointed to serve as President;

• Delvina Oelkers was appointed to serve as Chief Operating Officer;

• Kristin Whitley, as the chairperson, Mia Pitts and Robert L. Cook were appointed to serve as members of the Audit Committee;

• Mia Pitts, as the chairperson, Kristin Whitley and Robert L. Cook were appointed to serve as members of the Compensation Committee;

• Robert L. Cook, as the chairperson, Kristin Whitley and Mia Pitts were appointed to serve as members of the Corporate Governance and Nominating Committee; and

• Joseph DeWoody, as the chairperson, Kristin Whitley and Robert L. Cook were appointed to serve as members of the Environmental, Social and Governance (ESG) Committee.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release dated December 20, 2022

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 hereunto duly authorized.

	NEXT BRIDGE HYDROCARBONS, INC.
Date:  December 20, 2022	By:	/s/ Clifton DuBose, Jr.
		Name:	Clifton DuBose, Jr.
		Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

  NEWS RELEASE

NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES

COMPLETION OF SPIN-OFF FROM META MINERALS, INC.

FT. WORTH – December 20, 2022 – Next Bridge Hydrocarbons, Inc. (“Next Bridge”, “our”, or the “Company”) announced today that the spin-off of all of the issued and outstanding shares of common stock of Next Bridge by Meta Materials, Inc. (“Meta”), was successfully completed on December 14, 2022. The Company has posted a Frequently Asked Questions document regarding the spin-off on its website at https://www.nextbridgehydrocarbons.com/investors, which includes all publicly available information.

The Company also announced that its transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), is in the process of mailing statements of holdings to all registered stockholders.

· If you are a registered holder of record (on the books of Next Bridge maintained by AST) of the MMTLP Series A Preferred Stock as of December 12, 2022 (the “Record Date”), you are considered the holder of record with respect to those shares, and AST will mail statements of holdings to all registered stockholders after the distribution is complete. No action is required for registered holders to register their shares. Registered holders may contact AST directly at:

By Mail: American Stock Transfer & Trust Company, LLC ATTN: Operations Center, Reorganization Dept. 6201 15th Avenue Brooklyn, New York 11219 AST Shareholder Services Call Center: Toll Free: 800.937.5449 Local & International: 718-921-8124 Hours: 8 a.m. – 8 p.m. ET Monday-Friday Help@astfinancial.com

· If your MMTLP Series A Preferred Stock are held in an account at a broker, bank, broker-dealer, custodian, or other similar organizations, then you are the beneficial owner of shares held in “street name.” You should contact your custodial institution directly if you wish to have your shares registered.

The Company anticipates meeting its reporting obligations under the Exchange Act, which includes filings of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K for reporting periods ending on or before December 31, 2022. The Company has also established an “Investor Form” on the Company’s website, which is to be used for internal purposes only.

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About Next Bridge Hydrocarbons, Inc.

The Company is an independent public reporting energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. Our primary focus has been the development of interests in an oil and gas project consisting of 134,000 contiguous gross acres we hold in the Orogrande Basin in West Texas in Hudspeth County, Texas. In addition, we have minor interests in the Eastern edge of the Midland Basin in Texas, and two minor well interests in Oklahoma. Please visit www.nextbridgehydrocarbons.com for more information.

This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company’s filings with the Securities and Exchange Commission ("SEC") available on the Company’s website or the SEC's website at sec.gov.

Contact:

Dennard Lascar Investor Relations

NextBridge@dennardlascar.com

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