Management's Discussion and Analysis ("MD&A") of the financial condition and results of the operations of
Meta Materials Inc.("META" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the three and nine months ended September 30, 2021. The condensed consolidated interim financial statements and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2020which are contained in Form 8-K/A filed with the Securities and Exchange Commission, or the SEC, on August 12, 2021. All financial information is stated in U.S.dollars unless otherwise specified. The Company's condensed consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S.GAAP.
Further information about the Company and its operations can be obtained from
the offices of the Company, from the Company’s website or on EDGAR at
This MD&A contains certain forward-looking information and forward-looking statements, as defined within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. (collectively referred to herein as "forward- looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statements.
This information includes, but is not limited to, comments regarding:
? the Company's business strategy; ? the Company's strategy for protecting its intellectual property; ? the Company's ability to obtain necessary funding on favorable terms or at all; ? the Company's plan and ability to secure revenues; ? the risk of competitors entering the market; ? the Company's ability to hire and retain skilled staff; ? the ability to obtain financing to fund future expenditures and capital requirements; ? the Company's plans with respect to its new facility; and ? the impact of adoption of new accounting standards. Although the Company believes that the plans, intentions and expectations reflected in this forward-looking information are reasonable, the Company cannot be certain that these plans, intentions, or expectations will be achieved. Actual results, performance, or achievements could differ materially from those contemplated, expressed or implied by the forward-looking information contained in this report. Disclosure of important factors that could cause actual results to differ materially from the Company's plans, intentions, or expectations are included in this report under the heading Risk Factors. 29 -------------------------------------------------------------------------------- Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward- looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law. This Report on Form 10-Q contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Meta Materials Inc.(the "Company" or "META" or "Resulting Issuer") is a smart materials and photonics company specializing in metamaterial research and products, nanofabrication, and computational electromagnetics. The Company's registered office is located at 85 Swanson Road, Boxborough, Massachusetts01719 and its principal executive office is located at 1 Research Drive, Halifax, Nova Scotia, Canada. Business combinations On December 14, 2020, Torchlight Energy Resources, Inc.("Torchlight") and its subsidiaries, Metamaterial Exchangeco Inc. (formerly named 2798832 Ontario Inc., "Canco") and 2798831 Ontario Inc.("Callco"), entered into an Arrangement Agreement (the "Arrangement Agreement") with MMI to acquire all of its outstanding common stock by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act ( Ontario), on and subject to the terms and conditions of the Arrangement Agreement (the "Torchlight RTO"). On June 25, 2021, Torchlight implemented a reverse stock split, changed its name from " Torchlight Energy Resources, Inc." to " Meta Materials Inc." and changed its trading symbol from "TRCH" to "MMAT". On June 28, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed.
completion, the Company began trading on the NASDAQ under the symbol “MMAT”
while MMI common stock were delisted from the Canadian Securities Exchange
(“CSE”) and at the same time, Metamaterial Exchangeco Inc., a wholly-owned
subsidiary of META, started trading under the symbol “MMAX” on the CSE.
For accounting purposes, the legal subsidiary, MMI, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse acquisition as per ASC 805. Accordingly, the information disclosed in the financial statements as well as the MD&A is a continuation of MMI's financial statements and MD&A. Prior to the Torchlight RTO, on
March 5, 2020, Metamaterial Inc.(formerly known as Continental Precious Minerals Inc., "CPM") and Metamaterial Technologies Inc.("MTI") completed a business combination by way of a three-cornered amalgamation pursuant to which MTI amalgamated with Continental Precious Minerals Subco Inc.("CPM Subco"), a wholly owned subsidiary of CPM to become " Metacontinental Inc." (the "RTO"). The RTO was completed pursuant to the terms and conditions of an amalgamation agreement dated August 16, 2019, between CPM, MTI and CPM Subco, as amended March 4, 2020. Following completion of the RTO, Metacontinental Inc.carried on the business of the former MTI, as a wholly-owned subsidiary of CPM and changed its name effective February 3, 2021to " Metamaterial Technologies Canada Inc.". In connection with the RTO, CPM changed its name effective March 2, 2020, from Continental Precious Minerals Inc. to Metamaterial Inc.. The common stock of CPM were delisted from the TSX Venture Exchangeon March 4,...