MMA.INC Announces $3 Million Private Placement Led by American Ventures LLC with Donald Trump Jr Investing in the Offering

Mixed Martial Arts Group (NYSE: MMA) entered definitive purchase agreements on December 29, 2025 to sell 4,285,714 shares of Series A preferred at $0.70 per share for aggregate gross proceeds of ≈$3.0 million, with a conversion price of $0.70.

Rhea-AI Summary

Mixed Martial Arts Group (NYSE: MMA) entered definitive purchase agreements on December 29, 2025 to sell 4,285,714 shares of Series A preferred at $0.70 per share for aggregate gross proceeds of ≈$3.0 million, with a conversion price of $0.70. The offering includes placement agent warrants to buy 342,857 ordinary shares at $0.70. American Ventures LLC led the placement, Dominari Securities acted as exclusive placement agent, and Donald Trump Jr invested in the offering. Closing is expected December 30, 2025.

Agreements include an Equity Purchase Agreement for up to $20 million of ordinary shares and registration rights to register up to $20 million. Proceeds are intended for platform expansion, UFC GYM partnership activation, and growth of BJJLink gym software.

Positive

• $3.0M gross proceeds from the private placement
• $20M equity purchase facility with American Ventures
• Registration rights to register up to $20M of ordinary shares
• Proceeds earmarked for Web3 platform expansion and UFC GYM partnership activation

Negative

• Issuance of 4,285,714 Series A preferred shares will increase potential outstanding share count upon conversion
• Placement agent warrants for 342,857 ordinary shares add additional potential dilution
• Securities not registered at issuance; resale restricted until registration statement is declared effective

Argus Dec 29 session

+1.64% close to close Open Argus

Details

News Market Reaction – MMA

In the Dec 29 session, MMA gained 1.64%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a capital raise via 4,285,714 Series A Preferred shares at $0.70, addition...

Analysis

This announcement details a capital raise via 4,285,714 Series A Preferred shares at $0.70, additional warrants, and a $20 million equity purchase agreement, intended to fund Web3 expansion and the UFC GYM-linked BJJLink platform. Recent filings reported a A$26,016,967 loss and going concern language, underscoring financing risk alongside growth ambitions. Investors may watch execution on platform adoption, future use of the equity line, operating cash outflows of A$8,307,183, and any updates to internal control remediation.

Key Figures

Series A Preferred shares: 4,285,714 shares Share price in offering: $0.70 per share Placement agent warrants: 342,857 shares +5 more

Series A Preferred shares

4,285,714 shares

Private placement at $0.70 per share

Share price in offering

$0.70 per share

Issue and conversion price for Series A Preferred Stock

Placement agent warrants

342,857 shares

Warrants at $0.70 exercise price

Equity Purchase Agreement size

$20 million

Ordinary shares to be sold from time to time to American Ventures

Registered ordinary shares

Up to $20 million

Ordinary shares to be registered under registration rights agreement

Loss after tax

A$26,016,967

Fiscal year ended June 30, 2025 (per Form 20-F)

Operating cash outflow

A$8,307,183

Net cash outflow from operations, fiscal 2025

Ordinary shares outstanding

13,041,209 shares

As of June 30, 2025 (Form 20-F)

Historical Context

5 past events · Latest: Nov 21

5 events

1. Nov 21

   Annual report filing

   24h Move

   +11.1%

   Routine Form 20-F filing providing audited fiscal 2025 information.

2. Oct 20

   Crypto/AI platform update

   24h Move

   +9.9%

   Launch of Solana testnet token and NVIDIA-powered AI tokenomics testing.

3. Oct 13

   Web3 platform plans

   24h Move

   +1.9%

   Plans for MMA.INC utility token and Web3 platform for global MMA fans.

4. Sep 17

   Advisor appointment

   24h Move

   +7.7%

   Donald Trump Jr. appointed strategic advisor with locked-up convertible securities.

5. Sep 10

   UFC GYM partnership

   24h Move

   -8.3%

   BJJLink named tech backbone for UFC GYM franchise expansion.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, preferred stock, warrants, equity purchase agreement, +3 more

7 terms

private placement financial

"on a brokered private placement basis, for aggregate gross proceeds..."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

preferred stock financial

"4,285,714 shares of Series A Preferred Stock (the “Preferred Stock”)..."

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

warrants financial

"the Company issued placement agent warrants (the “Placement Agent Warrants”)..."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

equity purchase agreement financial

"entered into an Equity Purchase Agreement pursuant to which American Ventures agreed..."

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

registration rights agreement regulatory

"the Company entered into a registration rights agreement with American Ventures to register..."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

securities and exchange commission regulatory

"may not be offered or sold in the United States absent registration with the Securities and Exchange Commission..."

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

resale registration statement regulatory

"file a registration statement with the SEC covering the resale of the ordinary shares underlying..."

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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New York, NY, Dec. 29, 2025 (GLOBE NEWSWIRE) -- Mixed Martial Arts Group (NYSE: MMA) (“MMA” or “the Company”), operating as MMA.INC, today announced that it has entered into definitive securities purchase agreements dated December 29, 2025 with accredited investors for the issuance and sale of 4,285,714 shares of Series A Preferred Stock (the “Preferred Stock”) of the Company at a price of $0.70 per share with a conversion price of $0.70 per share, on a brokered private placement basis, for aggregate gross proceeds of approximately $3 million, before deducting fees and offering expenses. In addition, the Company issued placement agent warrants (the “Placement Agent Warrants”) to purchase 342,857 ordinary shares at an exercise price of $0.70 per share.

The offering was led by American Ventures LLC with Donald Trump Jr investing in the offering, with Dominari Securities LLC acting as the exclusive placement agent for the Offering. The private placement is expected to close on December 30, 2025, subject to customary closing conditions.

The Company intends to use the proceeds from the offering to advance the Company’s platform expansion and build on recent momentum across its Web3 ecosystem strategy, fully activating its partnership with UFC GYM, capitalizing on the rapid growth of its gym software platform, BJJLink and adoption of its platform across the global community of fighters, gyms and fans.

In connection with the private placement, the Company and American Ventures LLC, Series XL MMA ELOC (“American Ventures”) entered into an Equity Purchase Agreement pursuant to which American Ventures agreed to purchase from the Company up to $20 million of ordinary shares from time to time subject to certain restrictions. In addition, the Company entered into a registration rights agreement with American Ventures to register up to $20 million of ordinary shares.

The securities offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the ordinary shares underlying the Series A Preferred Stock and Placement Agent Warrants to be issued in the private placement. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the private placement, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Mixed Martial Arts Group Limited

With over 5 million social media followers, 530,000 user profiles, 75,000+ active students, 18,000 published gyms and 800 verified gyms across 16 countries across its various assets, MMA.inc continues to transform the martial arts landscape and deliver unparalleled value to its stakeholders.

We are bringing together martial arts fans, fighters, gyms, and coaches in a single on chain ecosystem. Unlike other models that focus on digital collectibles or limited fan tokens, we're all about real participation and achievement.

• From the Ground Up to Worldwide: With over 800 verified gyms, 75,000+ active students already training across 16 countries, MMA.INC connects local gyms with global communities in a single, connected network of value.
• Participation as Currency: Engaging in training, streaming, coaching or simply supporting any activity, will earn Experience Points (XP), which is transparently logged on chain and can be redeemed for real rewards.
• Merit over Speculation: Rewards will be based on effort, passion and progress, allowing the economy to grow through genuine participation rather than financial gain.
• One Unified Ecosystem: With existing platform assets including BJJLink, TrainAlta, Hype and MixedMartialArts.com, MMA.INC provides a complete platform that covers training, community, content and fandom like no other.

For more information, visit www.mma.inc 

Forward-Looking Statements

This press release contains forward-looking statements. Any statements contained herein regarding our strategy, potential digital asset treasury, potential MMA.INC token, platform development, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The forward-looking statements included herein include or may include, but are not limited to, statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases, or expressions or the negative of any of these terms. Any statements contained in this press release that are not based upon historical fact are based on current expectations, estimates, projections, opinions and/or beliefs of the Company. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Prospective investors should not rely on these statements as if they were facts. Actual revenue may vary to current sales due to factors such as participant churn, cancellations, and changes in payment schedules, membership terms or pricing changes. Any references to verified gyms, partner gyms, user profiles refer to a database profile that has been claimed or created across the MMA.inc platform, which includes TrainAlta.com, BJJ Link, Hype, MixedMartialArts.com and Steppen. Forward-looking statements involve a number of known and unknown risks and uncertainties, including, but not limited to, those discussed in the “Risk Factors” section of the Form 20-F for the fiscal year ended June 30, 2025 filed with the SEC. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should carefully read the factors described in the “Risk Factors” section of the Form 20-F for the fiscal year ended June 30, 2025 filed with the SEC to better understand the risks and uncertainties inherent in our business and industry, and any underlying forward-looking statements. Except where required by law, the Company assumes no obligation to update, withdraw or revise any forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Media Contacts
E: nick@mma.inc

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MMA (NYSE: MMA) announce on December 29, 2025 regarding a private placement?

MMA agreed to sell 4,285,714 Series A preferred at $0.70 per share for ≈$3.0M, plus placement warrants for 342,857 ordinary shares.

When is the MMA private placement expected to close and who led it?

The private placement is expected to close on December 30, 2025 and was led by American Ventures LLC with Dominari Securities as exclusive placement agent.

What investor commitments did MMA secure beyond the $3.0M placement?

MMA entered an Equity Purchase Agreement under which American Ventures may purchase up to $20M of ordinary shares and received registration rights for up to $20M.

How does the offering affect shareholder dilution for MMA (NYSE: MMA)?

The issuance and potential conversion/exercise of 4,285,714 preferred shares and 342,857 warrants will increase outstanding share count and may dilute existing shareholders.

How will MMA use proceeds from the December 29, 2025 private placement?

The company intends to fund platform expansion, fully activate its partnership with UFC GYM, and grow its gym software platform BJJLink.

Did any notable individual invest in MMA's December 2025 offering?

Yes, the offering included an investment by Donald Trump Jr.