As filed with the Securities and Exchange Commission on June 27, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
META MATERIALS INC.
(Exact name of registrant as specified in its charter)
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| Nevada |
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74-3237581 |
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incorporation or organization)
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(I.R.S. Employer
Identification Number) |
1 Research Drive
Dartmouth, Nova Scotia B2Y 4M9
(902) 482-5729
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
George Palikaras
President and Chief Executive Officer
1 Research Drive
Dartmouth, Nova Scotia B2Y 4M9
(902) 482-5729
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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| Kenneth Rice
Chief Operating Officer and Chief Financial Officer
Meta Materials Inc. 1
Research Drive Dartmouth, Nova Scotia B2Y 4M9
(902) 482-5729 |
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Martin J. Waters
Robert Wernli Thomas
Hornish Wilson Sonsini Goodrich & Rosati,
Professional Corporation
12235 El Camino Real San
Diego, CA 92130-3002 (858) 350-2300 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities
Act.