Mega Matrix Inc. (MPU) shifts director pay from RSUs to cash

Rhea-AI Filing Summary

Mega Matrix Inc. has updated compensation for independent director Dr. Yunhao Chen. The company canceled 18,000 unvested restricted share units previously granted to her and increased her cash compensation from $3,000 to $5,000 per month, effective retroactively to January 1, 2026.

Dr. Chen continues to receive annual director cash pay under the amended agreement, and 6,000 restricted share units previously granted have already vested. The amendment was approved by the Board and is filed as an exhibit to this report.

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 March 2026

Commission File Number: 001-42370

MEGA MATRIX INC.

Level 21, 88 Market Street

CapitaSpring

Singapore 048948

(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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Change in Director Compensation

As previously reported, on October 15, 2025, in connection with Dr. Yunhao Chen’s appointment as an independent director of the Board of Mega Matrix Inc. (the “Company”), a member of the Compensation Committee and Audit Committee, and chairperson of the Audit Committee, the Company entered into a standard independent director agreement with Dr. Yunhao Chen (the “Director Agreement”), pursuant to which Dr. Chen is entitled to receive annual cash compensation of $36,000 during her period of service, and a grant of 24,000 restricted share units, which vests quarterly commencing on December 31, 2025. An award agreement was entered into the same day to set forth terms and conditions of the 24,000 restricted share units (“Award Agreement”). As of the date hereof, 6,000 restricted shares units have vested and 18,000 restricted share units remain unvested under the Award Agreement (“Unvested Shares”).

At the request of Dr. Chen and upon the Board of Directors’ approval, on March 16, 2026, the Company entered into an Amendment to the Director Agreement with Dr. Chen (the “Amendment”) to (i) terminate the Award Agreement and cancel the Unvested Shares in their entirety; and (ii) amend the Director Agreement to adjust her monthly cash compensation from $3,000.00 to $5,000.00 (the “Monthly Fee”). The Monthly Fee shall be effective retroactively to January 1, 2026, and payable in accordance with the Company’s standard payroll practices.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

Incorporation by Reference

This report and the exhibit shall be deemed to be  incorporated by reference in the registration statements on Form S-8 (File No. 333-277227), Form F-3 (File No. 333-283739), Form S-8 (File No. 333-289715), and Form F-3 (File No. 333-290026), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.

EXHIBIT INDEX

Exhibit No.		Description of Document
10.1		Amendment to the Director Agreement dated March 16, 2026, entered into by and between the Company and Dr. Yunhao Chen

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SIGNATURES

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.

	Mega Matrix Inc.
	By:	/s/ Yucheng Hu
		Yucheng Hu
		Chief Executive Officer
Dated: March 18, 2026

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FAQ

What director compensation change did Mega Matrix Inc. (MPU) disclose for Dr. Yunhao Chen?

Mega Matrix Inc. increased Dr. Yunhao Chen’s monthly cash compensation to $5,000 and canceled 18,000 unvested restricted share units. She had originally received 24,000 RSUs, of which 6,000 have already vested before this amendment to her director agreement.

How many of Dr. Yunhao Chen’s restricted share units remain at Mega Matrix Inc. (MPU)?

Under the amendment, 18,000 unvested restricted share units were canceled in full. Dr. Chen had been granted 24,000 RSUs, and 6,000 had already vested before this change, so only those vested units remain from the original equity award.

From what date is Dr. Yunhao Chen’s new $5,000 monthly fee at Mega Matrix Inc. effective?

The new $5,000 monthly cash fee is effective retroactively to January 1, 2026. Payments will follow the company’s standard payroll practices, meaning the higher rate applies for her service beginning at the start of 2026 under the amended director agreement.

Why did Mega Matrix Inc. amend Dr. Yunhao Chen’s director agreement?

The amendment was made at Dr. Yunhao Chen’s request and approved by the Board. It shifts her compensation mix by terminating the prior RSU award agreement, canceling 18,000 unvested units, and raising monthly cash compensation, while leaving previously vested RSUs unaffected.

Which SEC registration statements incorporate this Mega Matrix Inc. (MPU) 6-K by reference?

This report and its exhibit are incorporated by reference into Mega Matrix Inc.’s registration statements on Form S-8 (File Nos. 333-277227 and 333-289715) and Form F-3 (File Nos. 333-283739 and 333-290026), to the extent they are not later superseded.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AMENDMENT TO THE DIRECTOR AGREEMENT DATED MARCH 16, 2026, ENTERED INTO BY AND BE 15.0 KB