Current Report Filing (8-k)
31 January 2023 - 7:57AM
Edgar (US Regulatory)
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2023-01-30
2023-01-30
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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): January 30, 2023
Motorsport
Games Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-39868
(Commission
File
Number) |
|
86-1791356
(I.R.S. Employer
Identification
No.) |
5972
NE 4th Avenue
Miami,
FL
(Address of principal executive offices) |
|
33137
(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
January 30, 2023, Motorsport Games Inc. (the “Company”) entered into a debt-for-equity exchange agreement (the “Exchange
Agreement”) with Motorsport Network, LLC (“Motorsport Network”) whereby the Company issued 338,983 shares (the “Acquired
Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), to Motorsport Network,
which amount represents the aggregate number of shares of Class A Common Stock equal to $1,000,000 (the “Discharged Debt”),
representing a portion of the Company’s outstanding debt (including the principal and not yet paid interest thereon) under that
certain promissory note dated April 1, 2020, as amended on November 23, 2020 (as amended, the “Line of Credit”), held by
Motorsport Network, divided by the lower of: (i) the Nasdaq Official Closing Price of the Class A Common Stock immediately preceding
the signing of the Exchange Agreement, or (ii) the average Nasdaq Official Closing Price of the Class A Common Stock for the five trading
days immediately preceding the signing of the Exchange Agreement. The Acquired Shares were issued in consideration for the cancellation
of the Discharged Debt under the Line of Credit.
Under
the Exchange Agreement, subject to conditions set forth therein, the Company agreed to file a registration statement with the Securities
and Exchange Commission upon demand from Motorsport Network at any time within 60 days after date on which the transactions contemplated
under the Exchange Agreement have been completed in order to register the resale of the Acquired Shares. The Exchange Agreement also
granted certain piggyback registration rights to Motorsport Network.
Prior
to the closing of the transactions contemplated under the Exchange Agreement, Motorsport Network beneficially owned 700,000 shares of
Class A Common Stock, representing approximately 51.51% of the issued and outstanding shares of Class A Common Stock as of January 24,
2023. After the closing of the transactions contemplated under the Exchange Agreement, Motorsport Network will hold approximately 61.19%
of the issued and outstanding shares of Class A Common Stock. Motorsport Network also beneficially owns 700,000 shares of Class B common
stock, par value $0.0001 per share (the “Class B Common Stock”) of the Company, representing all of the issued and outstanding
shares of Class B Common Stock. Based upon the related party nature of the Exchange Agreement with Motorsport Network, a special committee
of Company’s Board of Directors (the “Board”) comprised of independent and disinterested directors unanimously approved
the terms of the Exchange Agreement and the transactions contemplated by the Exchange Agreement and, based on the recommendation of the
special committee, the Board unanimously approved the terms of the Exchange Agreement and the transactions contemplated by the Exchange
Agreement.
The
Acquired Shares have not been 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 summary is incomplete and qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibit 10.1
hereto 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 Acquired Shares to Motorsport Network as contemplated
by the Exchange Agreement is incorporated herein by reference.
Item
7.01. |
Regulation
FD Disclosure. |
On
January 30, 2023, the Company issued a press release relating to the transactions described in this Current Report on Form 8-K, 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:
January 30, 2023 |
By:
|
/s/
Dmitry Kozko |
|
|
Dmitry
Kozko |
|
|
Chief
Executive Officer |
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