|
Item
1.01. | Entry
into a Material Definitive Agreement. |
On
March 31, 2023, Motorsport Games Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution
Agreement”) with Canaccord Genuity LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may issue
and sell shares of its Class A common stock, $0.0001 par value per share (the “Shares”), having an aggregate offering price
of up to $10,000,000, from time to time through the Sales Agent. Also, on March 31, 2023, the Company filed a prospectus supplement (the
“Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) in connection with an offering
of Shares having an aggregate offering price of up to $2,919,403 from time to time through the Sales Agent under its existing shelf registration
statement, which became effective on February 10, 2022 (File No. 333-262462) (the “Registration Statement”), and the base
prospectus contained therein. A copy of the Prospectus Supplement is attached hereto as Exhibit 99.1.
Upon
delivery of a placement notice, and subject to the terms and conditions of the Distribution Agreement, the Sales Agent may sell the Shares
by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to
the terms and conditions of the Distribution Agreement, but it has no obligation to sell any of the Shares in the Offering.
The
Company or the Sales Agent may suspend or terminate the Offering upon notice to the other party and subject to other conditions. The
Sales Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices
and applicable state and federal law, rules and regulations and the rules of The Nasdaq Stock Market LLC.
The
Company has agreed to pay the Sales Agent commissions for its services in acting as sales agent in the sale of the Shares in the amount
of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Distribution Agreement. The Company has also agreed to
provide the Sales Agent with customary indemnification and contribution rights.
The
representations, warranties and covenants contained in the Distribution Agreement were made solely for the benefit of the parties thereto
and may be subject to limitations agreed upon by the contracting parties. A copy of the Distribution Agreement is attached as Exhibit
1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Distribution Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
Snell
& Wilmer L.L.P., counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including
the consent included therein, is attached as Exhibit 5.1 hereto.
The
Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares
will be made only by means of a prospectus supplement. This Current Report on Form 8-K shall not constitute an offer to sell or
solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.