Current Report Filing (8-k)
February 03 2023 - 8:01AM
Edgar (US Regulatory)
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0001821175
2023-02-02
2023-02-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): February 2, 2023
Motorsport
Games Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39868 |
|
86-1791356 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
5972 NE 4th Avenue
Miami, FL |
|
33137 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (305) 507-8799
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
|
MSGM |
|
The Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. | Entry
into a Material Definitive Agreement. |
On February 2, 2023, Motorsport Games Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers
listed on the signature pages thereto (the “Purchasers”), pursuant to which
the Company agreed to issue and sell to the Purchasers an aggregate of 144,366 shares (the
“Registered Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”) for a purchase price
of $23.50 per Registered Share.
The
Company expects to receive aggregate gross proceeds from the Offering of approximately $3.39 million, before deducting placement agent
fees and other offering expenses. The Offering is expected to close on or about February 3, 2023, subject to the satisfaction of customary
closing conditions. The Company intends to use the net proceeds from the Offering for development of multiple games, working capital
and general corporate purposes.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the Offering, pursuant to the engagement
letter with the Company, dated as of January 9, 2023, as amended on February 2, 2023. Upon closing of the Offering, the Company will
pay Wainwright a cash transaction fee equal to 7.0% of the aggregate gross proceeds to the Company from the Offering, non-accountable
expenses of $25,000 and closing fees of $15,950. The Company also will issue to Wainwright (or its designees) warrants to purchase up
to 8,662 shares of Class A Common Stock (the “Wainwright Warrants”), which is equal to 6.0% of the aggregate number of shares
of Class A Common Stock placed in the Offering, at an exercise price of $29.375 per share (which represents 125% of the purchase price
per Registered Share) and will expire five years after the commencement of sales under the Offering.
The
Registered Shares are being issued pursuant to an effective registration statement on Form S-3 that the Company filed with the Securities
and Exchange Commission (“SEC”) on February 1, 2022 (File No. 333-262462) and became effective on February 10, 2022, and
a base prospectus and prospectus supplement thereunder.
The
representations, warranties and covenants contained in the Purchase Agreement and the Wainwright Warrants were made solely for the benefit
of the parties thereto and may be subject to limitations agreed upon by the contracting parties. The foregoing descriptions of the Purchase
Agreement and the Wainwright Warrants do not purport to be complete and are qualified in their entirety by reference to the full text
of the Purchase Agreement and the Wainwright Warrants, copies of which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and incorporated
by reference herein.
A
copy of the legal opinion of Snell & Wilmer L.L.P. relating to the Registered Shares is attached as Exhibit 5.1 hereto.
Item 7.01. | Regulation
FD Disclosure. |
On
February 2, 2023, the Company issued a press release announcing the Offering, which is attached hereto as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into any filing or other document under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings except as shall be expressly set forth by specific reference in
such a filing or document. This report will not be deemed an admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1.
Item 9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
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 hereunto duly authorized.
|
Motorsport
Games Inc. |
|
|
|
Date:
February 3, 2023 |
By: |
/s/
Dmitry Kozko |
|
|
Dmitry
Kozko |
|
|
Chief
Executive Officer |
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