Motorsport Games Announces $3.39 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
February 02 2023 - 08:56AM
Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the
“Company”), today announced that it has entered into a definitive
agreement for the issuance and sale of an aggregate of 144,366
shares of the Company’s Class A common stock at a purchase price of
$23.50 per share in a registered direct offering priced
at-the-market under Nasdaq rules. The closing of the offering is
expected to occur on or about February 3, 2023, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to Motorsport Games from the
offering are expected to be approximately $3.39 million, before
deducting the placement agent’s fees and other offering expenses
payable by the Company. Motorsport Games currently intends to use
the net proceeds from the private placement for development of
multiple games, working capital and general corporate purposes.
The shares of Class A common stock described
above are being offered and sold by the Company pursuant to a
“shelf” registration statement on Form S-3 (Registration No.
333-262462), including a base prospectus, previously filed with the
Securities and Exchange Commission (SEC) on February 2, 2022 and
declared effective by the SEC on February 10, 2022. The offering of
the shares of Class A common stock are being made only by means of
a prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the offering will be filed with the SEC and
will be available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and accompanying base prospectus may also be obtained by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
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, market
and other conditions, statements regarding the completion of the
registered direct offering, the satisfaction of customary closing
conditions related to the registered direct offering and the
anticipated use of proceeds therefrom. 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/4b9e488a-5297-41e5-96cf-13672a005843
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