Item
3.03 Material Modification to Rights of Security Holders.
As
described in Item 5.07 of this this Current Report on Form 8-K (this “Form 8-K”), at a special meeting of stockholders of
Motorsport Games Inc. (the “Company”) held on November 9, 2022 (the “2022 Special Meeting”), the Company’s
stockholders, by an affirmative vote of at least a majority of the Company’s issued and outstanding shares of each of Class A and
Class B of the Company’s common stock, approved:
(a) a proposal authorizing the Company’s board of directors (the “Board”), in
its discretion, to effect a reverse stock split of the Company’s outstanding shares of Class A and Class B common stock (the “Class
A Common Stock” and the “Class B Common Stock,” respectively, and together, the “Common Stock”), at a ratio
of 1-for-10, with the Board having the right to adjust such ratio, acting in its sole discretion and in the Company’s best interest,
to up to 1-for-30, inclusive (the “Reverse Stock Split”);
(b) a
proposal to amend to the Company’s Certificate of Incorporation to allow any action required or permitted to be taken by the Company’s
stockholders be effected by written consent; and
(c) a
proposal to amend the Company’s Bylaws to allow any action required or permitted to be taken by the Company’s stockholders
be effected by written consent (the “Bylaws Amendment”).
Upon
approval by the Company’s stockholders at the 2022 Special Meeting, the Board approved amending the Company’s Certificate
of Incorporation to effect a Reverse Stock Split at a ratio of 1-for-10, to be effective at 12:01 a.m. Eastern Standard Time (“EST”)
on November 10, 2022.
On
November 9, 2022, the Company filed the Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”),
with the Secretary of State of the State of Delaware to: (i) effect the Reverse Stock Split at the ratio of 1-for-10, which became effective
as of 12:01 a.m., EST on November 10, 2022; and (ii) allow any action required or permitted to be taken by the Company’s stockholders
be effected by written consent. As a result of the Reverse Stock Split, every 10 shares of the Company’s Class A and Class B Common
Stock were automatically combined into 1 issued and outstanding share of the Company’s respective Class A and Class B Common Stock,
without any change in their respective par value per share.
The
Company will not issue any fractional shares of its Class A or Class B Common Stock as a result of the Reverse Stock Split. Instead,
as soon as practicable after the effective time of the Reverse Stock Split, the Company’s transfer agent, Worldwide Stock Transfer,
LLC (“WST”) will distribute payments to the record holders’ respective accounts pro rata in lieu of fractional shares
based on the applicable NASDAQ closing trading price. Stockholders will not be entitled to receive interest for the period of time between
the effective time of the Reverse Stock Split and the date the stockholder receives their cash payment, if any, in lieu of any fractional
shares.
Commencing
on November 10, 2022, trading of the Company’s Class A Common Stock will continue on The NASDAQ Capital Market on a Reverse Stock
Split-adjusted basis. The Company’s trading symbol will remain “MSGM.” The new CUSIP number for the Company’s
Class A Common Stock following the Reverse Stock Split is 62011B 201.
On
November 9, 2022, following stockholder approval, the Company executed the Bylaws Amendment.
The
foregoing is only a brief description of the terms of each of the Certificate of Amendment and the Bylaws Amendment, does not purport
to be a complete description of the Certificate of Amendment or the Bylaws Amendment, and is qualified in its entirety by reference to
the Certificate of Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein in its entirety,
and the Bylaws Amendment, which is filed as Exhibit 3.2 to Form 8-K and is incorporated by reference herein in its entirety into this
Item 3.03.