As previously announced, Motorsport Games Inc. (NASDAQ: MSGM)
(“Motorsport Games” or the “Company”) confirmed today that the
1-for-10 reverse stock split of the Company’s Class A and Class B
common stock became effective as of 12:01 a.m. EST on November 10,
2022 (the “Effective Time”).
Motorsport Games effected the reverse stock
split by filing a charter amendment with the Delaware Secretary of
State. The reverse stock split was previously approved by the
Company’s Board of Directors and stockholders pursuant to Sections
228 and 242 of the Delaware General Corporation Law.
The Company’s Class A common stock began trading
on the NASDAQ on a split-adjusted basis when the market opened
today, November 10, 2022, under a new CUSIP number, 62011B 201.
As a result of the reverse stock split, each 10
shares of the Company’s Class A and Class B common stock issued and
outstanding immediately prior to the Effective Time were
automatically combined into 1 share of Class A common stock and
Class B common stock, respectively, subject to the elimination of
fractional shares, as described below.
The same 1-for-10 reverse stock split ratio was
used to effect the reverse stock split of both Motorsport Games
Class A and Class B common stock, and accordingly, all stockholders
were affected proportionately. The reverse stock split reduced the
Company’s issued and outstanding shares of common stock from
approximately 11,673,587 shares of Class A common stock and
7,000,000 shares of Class B common stock to approximately 1,167,358
and 700,000 shares, respectively.
The number of shares of Class A common stock
subject to the Company’s outstanding employee and director stock
options, as well as the relevant exercise price per share, will be
proportionately adjusted to reflect the reverse stock split.
Accordingly, the approximately 821,962 outstanding stock options
will be reduced to approximately 82,196 outstanding stock options.
The number of shares authorized for issuance under the Company’s
stock plan will also be reduced from 1,000,000 shares of Class A
common stock to 100,000 shares of Class A common stock using the
same 1-for-10 split ratio.
The Company has notified NASDAQ that the Company
is not in compliance with the Nasdaq Listing Rules requiring
minimum of 500,000 publicly held shares.
About Motorsport Games:
Motorsport Games, a Motorsport Network company,
is a leading racing game developer, publisher and esports ecosystem
provider of official motorsport racing series throughout the world.
Combining innovative and engaging video games with exciting esports
competitions and content for racing fans and gamers, Motorsport
Games strives to make the joy of racing accessible to everyone. The
Company is the officially licensed video game developer and
publisher for iconic motorsport racing series across PC,
PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR,
INDYCAR, 24 Hours of Le Mans and the British Touring Car
Championship (“BTCC”), as well as the industry leading rFactor 2
and KartKraft simulations. rFactor 2 also serves as the official
sim racing platform of Formula E, while also powering F1 Arcade
through a partnership with Kindred Concepts. Motorsport Games is an
award-winning esports partner of choice for 24 Hours of Le Mans,
Formula E, BTCC, the FIA World Rallycross Championship and the
eNASCAR Heat Pro League, among others. Motorsport Games is building
a virtual racing ecosystem where each product drives excitement,
every esports event is an adventure and every story inspires.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release which
are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and are provided pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Any statements in
this press release that are not statements of historical fact may
be deemed forward-looking statements. Words such as “continue,”
“will,” “may,” “could,” “should,” “expect,” “expected,” “plans,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” and similar expressions are intended to identify such
forward-looking statements. All forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in the
forward-looking statements, many of which are generally outside the
control of Motorsport Games and are difficult to predict. Examples
of such risks and uncertainties include, without limitation,
unexpected developments with respect to the reverse stock split,
including, without limitation, future decreases in the price of the
Company’s Class A common stock whether due to, among other things,
the announcement of the reverse stock split, the Company’s
inability to make its Class A common stock more attractive to a
broader range of institutional or other investors. Additional
factors that could cause actual results to differ materially from
those expressed or implied in the forward-looking statements can be
found in Motorsport Games’ filings with the SEC, including its
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, its Quarterly Reports on Form 10-Q filed with the SEC during
2022, as well as in its subsequent filings with the SEC. Motorsport
Games anticipates that subsequent events and developments may cause
its plans, intentions and expectations to change. Motorsport Games
assumes no obligation, and it specifically disclaims any intention
or obligation, to update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as
expressly required by law. Forward-looking statements speak only as
of the date they are made and should not be relied upon as
representing Motorsport Games’ plans and expectations as of any
subsequent date.
Website and Social Media
Disclosure:
Investors and others should note that we
announce material financial information to our investors using our
investor relations website (ir.motorsportgames.com), SEC filings,
press releases, public conference calls and webcasts. We use these
channels, as well as social media and blogs, to communicate with
our investors and the public about our company and our products. It
is possible that the information we post on our websites, social
media and blogs could be deemed to be material information.
Therefore, we encourage investors, the media and others interested
in our company to review the information we post on the websites,
social media channels and blogs, including the following (which
list we will update from time to time on our investor relations
website):
Websites |
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Social Media |
motorsportgames.com |
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Twitter: @msportgames & @traxiongg |
traxion.gg |
|
Instagram: msportgames & traxiongg |
motorsport.com |
|
Facebook: Motorsport
Games & traxiongg |
|
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LinkedIn: Motorsport
Games |
|
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Twitch: traxiongg |
|
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Reddit: traxiongg |
The contents of these websites and social media
channels are not part of, nor will they be incorporated by
reference into, this press release.
Contacts:
Investors:
investors@motorsportgames.com
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/97ac0d50-2611-4b90-a129-2a29f1d7fdb7
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