Mega Matrix Corp. announced that it has signed and closed various Subscription Agreements with certain investors to issue 1,681,817 shares of common stock at an issue price of $2.20 per share for the gross proceeds of $3,699,997.4 on May 9, 2024. The Agreements contain customary representations, warranties and covenants of the parties. Each Subscriber has represented that it is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (?Securities Act?), and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the Subscriber?s purchase as contemplated by the Agreement. The Company entered into a Finders Agreement with Web3 Capital Limited, a company formed under the laws of Cayman Islands (?Finder?). Under the Finders Agreement, the Finder was engaged on a non-exclusive basis to introduce potential subscribers that are non-U.S. Person (as defined in Regulation S) to the Offering. The Company has agreed to a fee, to be paid in common stock, equal to 5% of the shares subscribed by the investors introduced by the Finder. Upon the closing of the Offering, the Company issued 84,091 shares of its common stock to the Finder under the Finders Agreement.
The shares of common stock issued under the Agreements, and in connection with the Finders Agreement, were made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission (the ?SEC?) under the Securities Act, and/or Regulation S as promulgated by the SEC under the Securities Act.