Item
8.01. Other Events
As
previously disclosed by Motorsport Games Inc. (the “Company) in its Current Reports on Form 8-K and in its Annual Report on Form
10-K for the fiscal year ended December 31, 2022 filed by the Company with the Securities and Exchange Commission:
(i)
On January 6, 2023, pursuant to the stock purchase commitment agreement, dated December 9, 2022 (the “Alumni Purchase Agreement”),
with Alumni Capital LP (“Alumni Capital”), which provides that the Company may sell to Alumni Capital up to $2,000,000 of
shares (the “commitment amount”), the Company issued 90,415 shares of the Company’s Class A common stock to Alumni
Capital, with an approximate fair market value of $0.4 million. On January 19, 2023, the Company issued pursuant to the Alumni Purchase
Agreement an additional 40,752 shares of the Company’s Class A common stock to Alumni Capital, with an approximate fair market
value of $0.15 million. On January 27, 2023, the Company issued pursuant to the Alumni Purchase Agreement a further 44,000 shares of
the Company’s Class A common stock to Alumni Capital, with an approximate fair market value of $0.1 million. As of the date of
this Report, the remaining commitment amount under the Alumni Purchase Agreement amounted to approximately $1.3 million.
(ii)
On January 30, 2023 and February 1, 2023, the Company entered into certain debt-for-equity exchange agreements with Motorsport Network,
LLC (“MSN”) pursuant to which the entire outstanding amount due under the $12 million Line of Credit from the Company to
MSN was cancelled in exchange for an aggregate of 780,385 shares of the Company’s Class A common stock issued to MSN.
(iii)
On February 1, 2023, the Company issued 183,020 shares of the Company’s Class A common stock in a registered direct offering priced
at-market under NASDAQ rules, with a fair market value of approximately $3.9 million (the “$3.9 million RDO”), before deducting
placement agent fees and other offering expenses payable by the Company.
(iv)
On February 2, 2023, the Company issued 144,366 shares of the Company’s Class A common stock in a registered direct offering priced
at-market under NASDAQ rules, with a fair market value of approximately $3.4 million (the “$3.4 million RDO”), before deducting
placement agent fees and other offering expenses payable by the Company.
(v)
On February 3, 2023, the Company issued 232,188 shares of the Company’s Class A common stock in a registered direct offering priced
at-market under NASDAQ rules, with a fair market value of approximately $4.0 million (the “$4.0 million RDO”), before deducting
placement agent fees and other offering expenses payable by the Company.
These
transactions have caused the Company stockholders’ equity to be in excess of $2,500,000 as of the date of this current report on
Form 8-K, in compliance with the Nasdaq continued listing stockholders’ equity requirement.