Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or
“Company”), a leading racing game developer, publisher and
esports ecosystem provider of official motorsport racing series
throughout the world, announced today that it has received notice
from the Nasdaq Stock Market LLC (Nasdaq) on November 28, 2022
informing Motorsport Games Inc. that it has regained compliance
with the minimum bid price requirement under Nasdaq Listing Rule
5550(a)(2) (the "Rule") for continued listing on The Nasdaq Capital
Market.
Motorsport Games was previously notified by
Nasdaq on June 6, 2022 that it was not in compliance with the
minimum bid price rule because its Class A common stock failed to
meet the closing bid price of $1.00 or more for 30 consecutive
business days. To regain compliance with the Rule, the Company was
required to maintain a minimum closing bid price of $1.00 or more
for at least 10 consecutive trading days. The requirement was met
on November 25, 2022, the eleventh consecutive trading day when the
closing bid price of the Company's Class A common stock was over
$1.00.
On November 9, 2022, Motorsport Games announced
that it had effected a 1-for-10 reverse stock split that became
effective at 12:01 a.m. ET on November 10, 2022, and that Company’s
Class A common stock would begin trading on a split-adjusted basis
at the opening of the market on November 10, 2022. The purpose of
the reverse stock split was to raise the per share trading price of
the Company Class A common stock to continue its listing on the
Nasdaq Capital Market.
As previously disclosed in Motorsport Games’
current report on Form 8-K filed with the Securities and Exchange
Commission on November 14, 2022, Motorsport Games received the
notification form The NASDAQ Stock Market that Motorsport Games no
longer complies with Nasdaq’s audit committee requirement under
Rule 5605 and the minimum of 500,000 publicly held shares
requirement under Rule 5550(a)(4). Motorsport Games current
publicly held shares are 460,803 shares of Class A common stock.
Motorsport Games plans to provide the Nasdaq prior to December 29,
2022 with a plan to regain compliance as Motorsport Games is
actively looking for independent director candidates and, to regain
compliance with the 500,000 share threshold, Motorsport Games plans
to issue additional shares to non-affiliates, including, without
limitation, by way of issuances of the Company Class A shares in
future equity financings, subject to compliance with the Rules;
provided that there can be no assurance that a plan to regain
compliance will be consummated or that it will achieve its intended
effects.
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
and/or minimum bid price per share of the Company’s Class A common
stock, 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 and/or the
Company’s inability to make its Class A common stock more
attractive to a broader range of institutional or other investors,
whether provided the Company will be able to execute the plan to
regain compliance with Nasdaq’s audit committee requirement under
Rule 5605 and the minimum of 500,000 publicly held shares
requirement under Rule 5550(a)(4), or, if such plan is executed,
whether it will achieve its intended effects. 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 |
Social Media |
motorsportgames.com |
Twitter: @msportgames & @traxiongg |
traxion.gg |
Instagram: msportgames & traxiongg |
motorsport.com |
Facebook: Motorsport Games & traxiongg |
|
LinkedIn: Motorsport Games |
|
Twitch: traxiongg |
|
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
Media: pr@motorsportgames.com
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/36a30dad-0381-441a-b484-f5d7fc2b02bc
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