Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) In connection with her new appointment as Chief Operating Officer of Mega
Matrix Corp. (formerly known as AeroCentury Corp.) (the "Company"), on March 25,
2022, Ms. Florence Ng resigned as Vice President of Operations and Business
Development, effective immediately. Ms. Ng's resignation was not due to a
disagreement with the Company, its operations, policies, or practices, but due
to her new appointment as Chief Operating Officer of the Company. Ms. Ng
continues to serve as a director of the Company.
(c) On March 25, 2022, the Company amended the existing employment agreement
with Ms. Ng to reflect her new appointment as Chief Operating Officer (the
"Second Amendment"). Ms. Ng will not receive additional compensation for serving
as the Company's Chief Operating Officer. The remaining material terms of Ms.
Ng's original employment agreement were unchanged.
Except as disclosed in this in this Current Report, there are no arrangements or
understandings with any other person pursuant to which Ms. Ng was appointed as
Chief Operating Officer of the Company. There are also no family relationships
among Ms. Ng and any of the Company's directors or executive officers. Except as
disclosed in this in this Current Report, Ms. has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
A copy of the original employment agreement with Ms. Ng is filed as Exhibit 10.6
to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "SEC") on October 1, 2021, and a copy of the first
amendment to the employment agreement with Ms. Ng is filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the SEC on November 4, 2021
and are incorporated herein by reference. The foregoing description of the
Second Amendment is qualified in its entirety by reference to the full text of
the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K, and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective March 25, 2022, the Company changed its corporate name from
AeroCentury Corp. to Mega Matrix Corp. pursuant to the Certificate of Amendment
to the Second Amended and Restated Certificate of Incorporation of the Company
filed with the Delaware Secretary of State on March 18, 2022 (the "Name
Change"). Pursuant to Delaware law, a shareholder vote was not necessary to
effectuate the Name Change and it does not affect the rights of the Company's
shareholders. The Company also amended and restated its bylaws on March 25, 2022
to reflect the Name Change.
The Company also announced that it intends for its shares of common stock to
cease trading under the ticker symbol "ACY" and begin trading under its new
ticker symbol, "MTMT", on the NYSE American, effective with the opening of
trading on March 28, 2022.
Copies of the Company's Certificate of Amendment to the Second Amended and
Restated Certificate of Incorporation and Third Amended and Restated Bylaws are
filed as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on
Form 8-K and are incorporated herein by reference. The only change to the
Company's Second Amended and Restated Certificate of Incorporation and Second
Amended and Restated Bylaws is the change of the Company's corporate name from
AeroCentury Corp. to Mega Matrix Corp.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation
3.2 Third Amended and Restated Bylaws
10.1 Second Amendment to Employment Agreement by and between Mega Matrix
Corp. and Florence Ng, dated as of March 25, 2022
99.1 Press Release, dated March 25, 2022
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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