Texas family office backs Mixed Martial Arts Group (MMA) at price above market

Q: What financing did MMA (symbol MMA) announce in this Form 6-K?

MMA completed a US$4.0 million private placement of common equity. Investors purchased 4,000,000 ordinary shares at US$1.00 per share , providing new capital to support working capital needs and the company’s growth strategy.

Q: At what price was the new MMA (MMA) equity issued and how did it compare to market?

The shares were issued at US$1.00 per share , compared with MMA’s US$0.38 closing price on August 19, 2026. Management highlighted this as approximately a 160% premium to the prior market price.

Q: Were any warrants or convertible securities issued in MMA’s (MMA) private placement?

No. MMA states the US$4.0 million financing consists entirely of common equity. No warrants, options or convertible securities were issued, and no brokerage or placement commissions are payable on the transaction.

Q: How will Mixed Martial Arts Group Limited (MMA) use the US$4.0 million proceeds?

MMA intends to use the net proceeds for working capital , to support continued execution of its growth strategy and to strengthen overall financial flexibility , according to the securities purchase agreements described.

Q: Who invested in the new MMA (MMA) private placement and what type of securities were issued?

The investor is described as a Texas-based family office investing through affiliated entities. They purchased 4,000,000 ordinary shares , issued as restricted securities in a private placement subject to Rule 144 holding requirements.

Q: What operating scale metrics does MMA (MMA) report for its platform?

As of July 2026, MMA reports 5 million+ social media followers, 680,000 user profiles, 27,651 monthly active users and an annualized payments run rate of about US$21 million , plus growing student and paying academy counts.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Mixed Martial Arts Group Limited (MMA) completed a private placement of common equity, raising US$4.0 million from a Texas-based family office. The investors bought 4,000,000 ordinary shares at US$1.00 per share, a premium to MMA’s US$0.38 closing price on August 19, 2026, described as approximately a 160% premium. The financing consists solely of common equity, with no warrants, options or convertible securities and no brokerage, finder, placement agent or investment banking commissions. MMA has received the full purchase price, and the shares were issued as restricted securities subject to Rule 144 holding requirements.

MMA intends to use the net proceeds for working capital, supporting execution of its growth strategy and strengthening financial flexibility. As of July 2026, MMA’s platform included over 5 million social media followers, 680,000 user profiles, 27,651 monthly active users and an annualized payments run rate of about US$21 million, alongside strong growth in student profiles and paying academies over the prior 18 months.

Positive

US$4.0 million raised in common equity at US$1.00 per share, roughly a 160% premium to the prior US$0.38 closing price, with no warrants, no convertible securities and no placement fees, improving liquidity on relatively shareholder-friendly terms.

Negative

None.

Key Figures

Private placement amount: US$4.0 million Shares issued in placement: 4,000,000 shares Issue price per share: US$1.00 per share +5 more

8 metrics

Private placement amount US$4.0 million Equity financing completed with a Texas-based family office

Shares issued in placement 4,000,000 shares Ordinary shares sold at US$1.00 per share

Issue price per share US$1.00 per share Private placement price for ordinary shares

Prior closing price US$0.38 per share Closing price on August 19, 2026 used to describe the premium

Premium to prior close approximately 160% Premium of placement price to August 19, 2026 closing price

User profiles 680,000 Platform user profiles as of July 2026

Monthly active users 27,651 Platform monthly active users as of July 2026

Annualized payments run rate approximately US$21 million Based on May 2026 processing volumes

Key Terms

private placement, restricted securities, Rule 144, payments run rate, +1 more

5 terms

private placement financial

"announced that it has completed a US$4.0 million private placement"

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.

restricted securities financial

"The shares were issued as restricted securities in a private placement"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Rule 144 regulatory

"subject to the applicable holding requirements under Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

payments run rate financial

"an annualized payments run rate of approximately US$21 million"

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What financing did MMA (symbol MMA) announce in this Form 6-K?

MMA completed a US$4.0 million private placement of common equity. Investors purchased 4,000,000 ordinary shares at US$1.00 per share, providing new capital to support working capital needs and the company’s growth strategy.

At what price was the new MMA (MMA) equity issued and how did it compare to market?

The shares were issued at US$1.00 per share, compared with MMA’s US$0.38 closing price on August 19, 2026. Management highlighted this as approximately a 160% premium to the prior market price.

Were any warrants or convertible securities issued in MMA’s (MMA) private placement?

No. MMA states the US$4.0 million financing consists entirely of common equity. No warrants, options or convertible securities were issued, and no brokerage or placement commissions are payable on the transaction.

How will Mixed Martial Arts Group Limited (MMA) use the US$4.0 million proceeds?

MMA intends to use the net proceeds for working capital, to support continued execution of its growth strategy and to strengthen overall financial flexibility, according to the securities purchase agreements described.

Who invested in the new MMA (MMA) private placement and what type of securities were issued?

The investor is described as a Texas-based family office investing through affiliated entities. They purchased 4,000,000 ordinary shares, issued as restricted securities in a private placement subject to Rule 144 holding requirements.

What operating scale metrics does MMA (MMA) report for its platform?

As of July 2026, MMA reports 5 million+ social media followers, 680,000 user profiles, 27,651 monthly active users and an annualized payments run rate of about US$21 million, plus growing student and paying academy counts.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/20/2026 - 08:55 AM Accepted by SEC EDGAR 08/20/2026 - 08:54 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number 001-41978

MIXED MARTIAL ARTS GROUP LIMITED

(Translation of registrant’s name into English)

Level 12, 347 Kent Street

Sydney, New South Wales 2000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

MIXED MARTIAL ARTS GROUP LIMITED

EXPLANATORY NOTE

On August 20, 2026, the Company issued a press release titled “NYSE:MMA - MMA.INC Completes US$4.0 Million Private Placement at US$1.00 Per Share” as Exhibit 99.1 hereto.

Exhibit Index

Exhibit No.		Description
99.1		Press Release dated August 20, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MIXED MARTIAL ARTS GROUP LIMITED

Date: August 20, 2026	By:	/s/ Nick Langton
	Name:	Nick Langton
	Title:	Founder and Chief Executive Officer

Exhibit 99.1

NYSE:MMA - MMA.INC Completes US$4.0 Million Private Placement at US$1.00 Per Share

Equity Investment Priced Approximately 160% Premium to Prior Closing Price; No Warrants or Convertible Securities Issued

Highlights

	●	US$4.0 million at US$1.00 per share, approximately 160% above August 19 closing price
	●	4.0 million shares of common equity only; no warrants, options or convertible securities
	●	No broker, finder, placement agent or investment banking commissions payable in connection with the financing

New York, NY – AUGUST 20, 2026 – Mixed Martial Arts Group Limited (NYSE American: MMA) (“MMA” or the “Company” and doing business as MMA.INC), a technology driven ecosystem at the forefront of the global combat sports industry, today announced that it has completed a US$4.0 million private placement with a Texas-based family office investing through affiliated entities.

The investors purchased 4,000,000 ordinary shares, MMA’s common equity, at US$1.00 per share, which was a premium to MMA’s US$0.38 closing price on August 19, 2026.

The financing consists entirely of common equity. No warrants, options or convertible securities were issued, and no brokerage, finder, placement agent or investment banking commissions are payable in connection with the transaction. The Company has received the full US$4.0 million purchase price.

The shares were issued as restricted securities in a private placement and are subject to the applicable holding requirements under Rule 144.

Nick Langton, Founder and Chief Executive Officer of MMA.INC, said: “This is an exceptionally important financing for MMA because of the price, structure and source of the capital. US$4.0 million has now been received at US$1.00 per share, approximately 160% above our August 19 market close, through common equity with no warrants or convertible securities and no placement agent commissions.”

The securities offered in the private placement were sold in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the securities described herein, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

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Use of Proceeds

In accordance with the securities purchase agreements, MMA intends to use the net proceeds for working capital purposes, supporting continued execution of the Company’s growth strategy and strengthening its overall financial flexibility.

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

-2-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents