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NYSE:MMA - MMA.INC Outlines Capital Discipline Plan Following US$4.0 Million Common Equity Investment

MMA raises US$4 million in clean common equity and sets out a framework to limit dilution while targeting improved margins and cash performance.

(Positive)
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Mixed Martial Arts Group (MMA) completed a US$4.0 million private placement of common equity and outlined a capital discipline plan. The August 20, 2026 financing comprised 4,000,000 ordinary shares at US$1.00, about 160% above the August 19, 2026 closing price. Proceeds were fully received, with no warrants, options, convertibles or placement fees, which the company views as a simpler base for execution.

MMA highlights the June 2026 termination of a US$20 million equity line that was never drawn, and states it does not currently intend to use variable-price convertibles, warrant-heavy deals or equity lines. Unaudited and unreviewed figures show net assets of A$3.26 million at December 31, 2025, improving from net liabilities of A$(1.38) million at June 30, 2025, excluding the 2026 raise. The company plans to report consistent metrics around customer adoption, recurring and transaction revenue, margins, cash performance and a longer-term objective of achieving positive adjusted EBITDA.

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Positive

  • US$4.0 million common equity raised at US$1.00 per share, ~160% above prior close, with full cash proceeds received
  • Financing structure included no warrants, options, convertible securities, brokerage, finder or placement fees
  • Previously terminated undrawn US$20 million equity line, signaling preference for simpler, non-structured financing
  • Unaudited net position improved from net liabilities A$(1.38) million (June 30, 2025) to net assets A$3.26 million (December 31, 2025)
  • Platform scale as of July 2026 includes 680,000 user profiles, 107,694 registered student profiles and 15,326 gym profiles
  • Annualized payments run rate of approximately US$21 million based on May 2026 processing volumes
  • Over prior 18 months, paying academies grew approximately 260%, registered student profiles ~101% and monthly active users ~89%

Negative

  • US$4.0 million raise is entirely common equity, implying shareholder dilution, though percentage is not disclosed
  • Balance sheet figures are described as unaudited and unreviewed and do not reflect 2026 activity including the financing
  • Positive adjusted EBITDA is described as an objective, not a forecast, with no quantitative target or timetable provided

News Explained

No new transaction is committed beyond the completed equity raise; acquisition-related ownership change remains contingent on a future deal.

The September 8, 2026 release describes the August 20, 2026 common-equity financing as completed and says no specific acquisition is being announced, agreed or completed; therefore, no additional ownership change is committed.

Separately, management is reviewing the timing and structure of outstanding obligations, including deferred consideration, but says no benefit from that review is included in the historical financial information and that any material outcome will be disclosed when completed or otherwise appropriate.

Market Context

47.37% was the 24-hour reaction recorded after the August 20 common-equity placement, the same finan...
Analysis

47.37% was the 24-hour reaction recorded after the August 20 common-equity placement, the same financing underpinning this capital-discipline update. The release adds balance-sheet history and operating priorities but no quantitative adjusted EBITDA target.

Key Figures

Investment: US$4.0 million Shares issued: 4,000,000 ordinary shares Issue price: US$1.00 per share +5 more
Investment
US$4.0 million
Common equity private placement completed August 20, 2026
Shares issued
4,000,000 ordinary shares
Private placement
Issue price
US$1.00 per share
Private placement
Premium to prior close
160%
Above the August 19, 2026 closing price
Net assets
A$3.26 million
Unaudited and unreviewed position as of December 31, 2025
Total assets
A$9.61 million
Unaudited and unreviewed position as of December 31, 2025
Total liabilities
A$6.34 million
Unaudited and unreviewed position as of December 31, 2025
Net asset improvement
A$4.65 million
Improvement from June 30, 2025

Historical Context

1 past event · Latest: Aug 20
1 event
  1. Aug 20

    Private placement

    24h Move
    +47.4%

    Common-equity placement raised US$4.0 million at US$1.00 per share without warrants

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

Key Terms

private placement, adjusted ebitda, non-ifrs, equity line of credit
4 terms
private placement financial
"following the completion of a US$4.0 million common equity investment."
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.
adjusted ebitda financial
"Positive adjusted EBITDA is an operating objective, not a forecast"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-ifrs financial
"Adjusted EBITDA is a non-IFRS measure calculated as profit or loss"
Non-IFRS refers to financial measures that companies report outside the standard accounting rules set by the International Financial Reporting Standards; these figures exclude or adjust certain items such as one-time costs, stock-based pay, or restructuring charges. Investors care because non-IFRS numbers try to show the business’s underlying performance — like a chef presenting a dish with optional toppings removed to highlight the core flavor — but they can be shaped to look more favorable, so compare them with the official IFRS statements.
equity line of credit financial
"termination of its previously announced US$20 million equity line of credit"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

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

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Company Confirms Common Equity Only Structure of Recent Financing and Outlines Priorities for Balance Sheet Simplification, Operating Metrics and a Path to Positive Adjusted EBITDA

Highlights

  • US$4.0 million private placement completed at US$1.00 per share, with full proceeds received
  • Common equity only, with no warrants, options, convertible securities or placement fees issued in connection with the financing
  • Capital discipline framework prioritizes financing structures designed to limit potential dilution and securities overhang while preserving financial flexibility
  • Management reviewing the timing and structure of outstanding obligations and opportunities to improve working capital on commercially appropriate terms
  • Future reporting intended to provide consistent operating measures tied to customer adoption, recurring and transaction-based revenue, margins and cash performance

New York, NY, Sept. 08, 2026 (GLOBE NEWSWIRE) -- Mixed Martial Arts Group Limited (NYSE American: MMA) (“MMA” or the “Company” and doing business as MMA.INC, a technology-driven platform serving the global martial arts and combat sports industry, today outlined its capital discipline plan following the completion of a US$4.0 million common equity investment.

The financing, completed on August 20, 2026, consisted entirely of common equity. Investors purchased 4,000,000 ordinary shares at US$1.00 per share, approximately 160% above the Company’s closing price on August 19, 2026. The Company has received the full US$4.0 million purchase price.

No warrants, options or convertible securities were issued in connection with the financing, and no brokerage, finder, placement agent or investment banking commissions are payable in connection with the transaction. The Company believes this structure provides a simpler foundation from which to execute its operating strategy.

Nick Langton, Founder and Chief Executive Officer of MMA.INC, said:
“This investment has strengthened our financial position and gives us greater flexibility to execute with discipline. Our priorities are clear: keep future financing structures as simple and transparent as practicable, manage outstanding obligations where doing so is economically sound, direct resources toward recurring and transaction-based revenue and give shareholders a more consistent view of operating performance.”

Capital Discipline

MMA.INC’s capital discipline framework is demonstrated by its recently completed US$4.0 million financing, fixed-price common equity at US$1.00 per share, with no warrants, options or convertible securities issued and no brokerage, finder, placement agent or investment banking commissions payable.

This approach builds on the Company’s June 2026 termination of its previously announced US$20 million equity line of credit, under which no drawdowns occurred. Together, these actions reflect the Company’s focus on simple, transparent financing structures designed to preserve financial flexibility, limit potential dilution and securities overhang, and support long-term shareholder value.

Going forward, the Company intends to maintain this discipline and does not currently intend to pursue variable price convertible securities, warrant heavy financings or equity line facilities. If circumstances change, any such proposal would be assessed against its total cost, potential dilution, securities overhang, effect on financial flexibility and available alternatives before approval.

Balance Sheet Simplification

As of December 31, 2025, MMA.INC reported, on an unaudited and unreviewed basis, a positive net asset position of A$3.26 million, comprising total assets of A$9.61 million and total liabilities of A$6.34 million. This represented an improvement of approximately A$4.65 million from June 30, 2025, when the Company reported net liabilities of A$(1.38) million.

These historical figures predate the August 2026 financing and do not reflect the Company’s subsequent operating, investing or financing activity. Accordingly, they should not be interpreted as a current or pro forma balance sheet.

Management is reviewing the timing and structure of outstanding obligations, including deferred consideration, to identify opportunities to improve working capital and simplify the balance sheet on commercially appropriate terms. No benefit from this review has been assumed in the historical financial information above. The Company will disclose any material outcome when completed or otherwise appropriate.

Operating Metrics and Reporting

MMA.INC intends to focus future operating updates on the measures that demonstrate how platform scale is converting into recurring and transaction-based revenue. These measures are expected to include paying and verified academies, monthly active users, registered student profiles, payment volume, check-ins, SaaS revenue, gross margin, customer retention, cash balance and net cash used in operating activities.

Using consistent definitions, reporting periods and comparative data where practicable, the Company intends to give shareholders a clearer view of customer adoption, monetization, margins and cash discipline.

Path to Positive Adjusted EBITDA

Having assembled its platform assets, MMA.INC is now focused on integration, monetization and operating leverage. Its immediate priorities are to grow recurring SaaS revenue, increase payments participation, improve customer conversion and align spending with measurable commercial outcomes.

Positive adjusted EBITDA is an operating objective, not a forecast, and the Company is not providing a quantitative target or fixed timetable. Progress will be assessed through reported improvements in revenue quality, conversion, margins, cost control and cash performance.

Adjusted EBITDA is a non-IFRS measure calculated as profit or loss after income tax, adjusted for income tax expense, finance costs, depreciation and amortization, and share-based payments. The most directly comparable IFRS measure is profit or loss after income tax. Adjusted EBITDA is supplemental to, and not a substitute for, IFRS financial information.

A quantitative reconciliation of this forward-looking objective is not provided because there is no quantitative target and the timing or amount of relevant reconciling items cannot be forecast without unreasonable effort. Those items could be material.

Strategic Opportunities

MMA.INC has demonstrated its ability to identify, acquire and integrate complementary technology assets through its December 2024 acquisition of BJJLink. Since joining the Group, BJJLink has become a core software and payments platform within MMA.INC, contributing recurring SaaS revenue and supporting growth in payment activity.

Building on that experience, the Company views selective strategic acquisitions as an additional avenue to accelerate growth. MMA.INC intends to focus on opportunities that could add recurring revenue, broaden its platform capabilities and advance its progress toward positive adjusted EBITDA.

Any potential transaction would be assessed against clear strategic and financial criteria, including strategic fit, positive or near-term adjusted EBITDA contribution, manageable integration risk and financing terms that avoid disproportionate dilution or securities overhang.

No specific acquisition is being announced in this release, and there can be no assurance that any acquisition will be identified, agreed or completed.

Langton concluded:
“We are focused on building a more disciplined and measurable business. MMA.INC has assembled meaningful platform assets across gyms, participants, payments, media and community. Our objective now is to convert that foundation into higher-quality revenue, stronger operating efficiency and long-term shareholder value.”

About Mixed Martial Arts Group Limited

Mixed Martial Arts Group Limited (NYSE American: MMA), doing business as MMA.INC, is building the participation and technology platform for the global martial arts and combat sports industry, connecting practitioners, gyms, coaches, content, commerce and payments.

As of July 2026, MMA.INC's platform assets included 5 million+ social media followers, 680,000 user profiles, 107,694 registered student profiles, 27,651 monthly active users and 15,326 published gym profiles, including 996 verified and 389 paying academies. The platform also recorded approximately 80,000 monthly check-ins and an annualized payments run rate of approximately US$21 million based on May 2026 processing volumes.

  • A Connected Participation Platform: MMA.INC brings together gym software, payments, training, community, content and commerce through assets including BJJLink, TrainAlta, Hype and MixedMartialArts.com.
  • A Growing Participation Network: Over the prior 18 months, registered student profiles increased approximately 101%, monthly active users approximately 89% and paying academies approximately 260%.
  • Built to Aggregate the Sector: MMA.INC's strategy is to connect the fragmented martial arts participation economy through a unified digital identity and ecosystem designed to deepen engagement and expand monetization across software, payments, programs, memberships, partnerships and commerce.

For more information, visit www.mma.inc

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. Words such as “believe,” “may,” “estimate,” “anticipate,” “intend,” “plan,” “could,” “target,” “potential,” “will,” “expect” and similar expressions are intended to identify forward-looking statements. These statements include, without limitation, statements regarding MMA.INC's strategy, plans and objectives; growth and monetization of its platform; conversion of fans into participants; increased penetration of existing users, students, gyms and other platform assets; development, rollout and adoption of products and programs, including XP Passport and the Warrior Training Program; partnerships, geographic expansion, acquisitions, strategic investments and other inorganic growth opportunities; payment volumes; and future revenue, margins, operating performance and financial condition. Forward-looking statements are based on management's current expectations, assumptions and estimates and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially. These include, among others, the Company's ability to manage growth; the adoption and commercialization of its products and services; its dependence on gyms, academies, members, partners and key relationships; competition; execution and integration risks associated with acquisitions; regulatory developments; macroeconomic conditions; access to capital; and the risks described in the Company's Annual Report on Form 20-F and subsequent reports on Form 6-K filed with or furnished to the U.S. Securities and Exchange Commission. There can be no assurance that any forward-looking outcome will be achieved. MMA.INC's products and business lines are at varying stages of development, commercialization and adoption, and certain products, services or features may be modified, delayed or discontinued. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update or revise any forward-looking statement except as required by applicable law.

Media Contacts

Mixed Martial Arts Group Limited
E: andrew@mma.inc


FAQ

What specific features made MMA's August 20, 2026 financing structure unusual for investors?

The August 20, 2026 private placement was structured as fixed-price common equity at US$1.00 per share, with investors purchasing 4,000,000 ordinary shares for total proceeds of US$4.0 million. The company states that no warrants, options or convertible securities were issued and that no brokerage, finder, placement agent or investment banking commissions are payable in connection with the transaction.

How is MMA defining and using adjusted EBITDA in its planning?

Adjusted EBITDA is defined as profit or loss after income tax, adjusted for income tax expense, finance costs, depreciation and amortization, and share-based payments. The most comparable IFRS measure is profit or loss after income tax. The company presents positive adjusted EBITDA as an operating objective rather than a forecast and is not providing a quantitative target or timetable.

Which operating metrics does MMA plan to emphasize in future reporting?

The company intends to focus on measures that show how platform scale converts into recurring and transaction-based revenue, including paying and verified academies, monthly active users, registered student profiles, payment volume, check-ins, SaaS revenue, gross margin, customer retention, cash balance and net cash used in operating activities. It plans to apply consistent definitions, periods and comparative data where practicable.

What balance sheet improvement did MMA report for 2025, and what caveats were given?

As of December 31, 2025, MMA reported, on an unaudited and unreviewed basis, net assets of A$3.26 million, with total assets of A$9.61 million and total liabilities of A$6.34 million. This represented an improvement of about A$4.65 million from June 30, 2025, when net liabilities were A$(1.38) million. The company notes these figures predate the August 2026 financing, do not reflect subsequent activity and should not be interpreted as a current or pro forma balance sheet.

What user and participation scale has MMA's platform reached as of July 2026?

As of July 2026, the platform included over 5 million social media followers, 680,000 user profiles, 107,694 registered student profiles, 27,651 monthly active users and 15,326 published gym profiles, including 996 verified and 389 paying academies. The platform also recorded approximately 80,000 monthly check-ins.

How does MMA describe its capital discipline stance for future financings?

The company states that it intends to maintain a focus on simple, transparent structures designed to preserve financial flexibility and limit potential dilution and securities overhang. It does not currently intend to pursue variable price convertible securities, warrant-heavy financings or equity line facilities. If circumstances change, any such proposal would be evaluated on total cost, potential dilution, securities overhang, effects on financial flexibility and available alternatives before approval.

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