Current Report Filing (8-k)
February 14 2023 - 9:21AM
Edgar (US Regulatory)
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0001821175
2023-02-13
2023-02-13
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 13, 2023
Motorsport
Games Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39868 |
|
86-1791356 |
(State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
incorporation) |
|
File
Number) |
|
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
Motorsport
Games Inc. (the “Company” or “Motorsport Games”) entered on February 13, 2013 (but effective as of February 1,
2023) into a consultancy agreement between the Company and Paula Sagnier Limited, a company organized and existing under the laws of
England and Wales and an affiliate of Frank Sagnier (the “Agreement”). Pursuant to the Agreement, Frank Sagnier will be providing
Motorsport Games with advisory services and will work with the Motorsport Games leadership team to help define the product roadmap and
drive growth. Mr. Sagnier brings over 25 years of experience in the gaming industry, including eight years as CEO of Codemasters, where
he oversaw a turnaround in the business that led to an AIM listing in 2018 and the sale of Codemasters in 2021 to Electronic Arts for $1.2 billion.
Under
the terms of the Agreement, the Company is obligated to (i) pay Paula Sagnier Limited an aggregate gross monthly consulting fee in the
amount of £4,150, and (ii) subject to and contingent upon the Company’s obtaining, at the Company’s 2023 annual
meeting of stockholders or thereafter in 2023 in order to comply with the Nasdaq Listing Rule 5635(c), Company stockholders’ approval
of the issuance of the Shares (as defined below) (the “Stockholders’ Approval”), issue to Frank Sagnier, as soon as
practicable after the date of such stockholders’ approval, such number of shares of Class A common stock of the Company that represents
in the aggregate 1% of the total issued as of the date of the Agreement shares of Company’s Class A common stock (the “Shares”).
After the issuance of the Shares, the Shares will vest in full on the date that is 12 months after the date of the Agreement.
The
Shares, when issued if the shareholders’ approval is obtained, will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), and cannot be offered or sold in the United States absent effective registration or an
applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided
by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder and on similar exemptions under applicable
state laws.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above regarding the issuance by the Company of the Shares to Frank Sagnier as contemplated by the
Agreement is incorporated herein by reference.
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 14, 2023 |
By:
|
/s/
Dmitry Kozko |
|
|
Dmitry
Kozko |
|
|
Chief
Executive Officer and Interim Chief Financial Officer |
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