MSGM Seeks Shareholder Nod for 949,310 Warrant Exercise
Ticker: MSGM · Form: DEF 14A · Filed: Sep 9, 2025 · CIK: 1821175
Sentiment: neutral
Topics: Warrant Exercise, Private Placement, Shareholder Vote, Capital Raise, Corporate Governance, Nasdaq Compliance, Gaming Industry
Related Tickers: MSGM
TL;DR
**Vote FOR the warrant exercise; it's a necessary step to shore up MSGM's balance sheet and avoid further uncertainty.**
AI Summary
Motorsport Games Inc. (MSGM) is holding a Special Meeting on October 24, 2025, to seek stockholder approval for the exercise of Warrants issued on July 29, 2024. These Warrants, totaling 949,310 shares of Class A common stock, include 460,830 Series A Warrants, 460,830 Series B Warrants purchased by two institutional investors, and 27,650 Placement Agent Warrants issued to H.C. Wainwright & Co., LLC. The Board of Directors unanimously recommends voting 'FOR' this proposal and 'FOR' a proposal to adjourn the meeting if necessary to solicit more votes. This approval is crucial for the company to finalize the capital raise initiated through the July 29, 2024 private placement. The record date for voting is August 27, 2025, with 5,078,450 Class A common shares and 700,000 Class B common shares outstanding.
Why It Matters
This vote is critical for Motorsport Games Inc. as it directly impacts the company's ability to complete a capital raise from a July 29, 2024 private placement. For investors, approving the warrant exercise means potential dilution but also validates the company's financing strategy and provides capital for operations, potentially strengthening its competitive position against rivals in the gaming sector. Failure to approve could signal instability and hinder future fundraising efforts, impacting employee morale and customer confidence in the company's long-term viability.
Risk Assessment
Risk Level: medium — The primary risk is potential dilution for existing shareholders if the 949,310 warrants are exercised, increasing the total outstanding Class A common stock. While the filing doesn't specify the exercise price, the approval is necessary for the company to finalize a capital raise from a July 29, 2024 private placement, indicating a need for funds. Failure to approve could lead to financial instability.
Analyst Insight
Investors should vote 'FOR' Proposal No. 1 to allow Motorsport Games Inc. to complete its financing and stabilize its capital structure. While dilution is a concern, the capital infusion from the warrant exercise is likely essential for the company's operational continuity and strategic initiatives.
Key Numbers
- 949,310 — Shares of Class A common stock (Total shares underlying Warrants to be approved for exercise)
- 460,830 — Series A Warrants (Shares of Class A common stock underlying Series A Warrants)
- 460,830 — Series B Warrants (Shares of Class A common stock underlying Series B Warrants purchased by institutional investors)
- 27,650 — Placement Agent Warrants (Shares of Class A common stock underlying Placement Agent Warrants issued to H.C. Wainwright & Co., LLC)
- 5,078,450 — Class A common stock outstanding (Shares entitled to vote as of August 27, 2025 Record Date)
- 700,000 — Class B common stock outstanding (Shares entitled to vote as of August 27, 2025 Record Date)
- $0.0001 — Par value per share (Par value for both Class A and Class B common stock)
Key Players & Entities
- Motorsport Games Inc. (company) — Registrant
- Stephen Hood (person) — Chief Executive Officer and President
- H.C. Wainwright & Co., LLC (company) — Placement Agent
- Nasdaq Stock Market LLC (regulator) — Exchange governing rules
- Securities and Exchange Commission (regulator) — Regulatory body
- ClearTrust, LLC (company) — Transfer agent
- Miramar, Florida (location) — Company headquarters
- October 24, 2025 (date) — Special Meeting date
- July 29, 2024 (date) — Private Placement closing date
- August 27, 2025 (date) — Record date for voting
FAQ
What is the purpose of the Motorsport Games Inc. Special Meeting on October 24, 2025?
The Special Meeting on October 24, 2025, is primarily to approve the exercise of Warrants issued on July 29, 2024, to purchase up to an aggregate of 949,310 shares of Motorsport Games Inc.'s Class A common stock, as required by Nasdaq rules. A secondary proposal is to approve an adjournment if necessary to solicit more votes for the warrant exercise.
What are the specific Warrants Motorsport Games Inc. is seeking approval for?
Motorsport Games Inc. is seeking approval for Series A Warrants to purchase up to 460,830 shares of Class A common stock, Series B Warrants to purchase up to 460,830 shares of Class A common stock (purchased by two institutional investors), and Placement Agent Warrants to purchase up to 27,650 shares of Class A common stock issued to designees of H.C. Wainwright & Co., LLC. The total aggregate is 949,310 shares.
When was the Private Placement transaction for Motorsport Games Inc. Warrants completed?
The Private Placement transaction, in which Motorsport Games Inc. issued the Warrants, closed on July 29, 2024.
Who is entitled to vote at the Motorsport Games Inc. Special Meeting?
Holders of record of Motorsport Games Inc.'s Class A common stock and Class B common stock as of the close of business on August 27, 2025, the Record Date, are entitled to notice of and to vote at the Special Meeting.
How many shares of Class A and Class B common stock are outstanding for Motorsport Games Inc. as of the record date?
As of the August 27, 2025 Record Date, there were 5,078,450 shares of Class A common stock and 700,000 shares of Class B common stock outstanding and entitled to vote for Motorsport Games Inc.
What is the Board of Directors' recommendation for the Motorsport Games Inc. proposals?
The Board of Directors of Motorsport Games Inc. recommends that stockholders vote 'FOR' Proposal No. 1, the Warrant Exercise Proposal, and 'FOR' Proposal No. 2, the Adjournment Proposal.
What are the implications if Motorsport Games Inc. stockholders do not approve the Warrant Exercise Proposal?
If Motorsport Games Inc. stockholders do not approve the Warrant Exercise Proposal, the company may not be able to finalize the capital raise from the July 29, 2024 Private Placement, potentially leading to financial instability and hindering future fundraising efforts, as the approval is required under Nasdaq rules.
Where will the Motorsport Games Inc. Special Meeting be held?
The Motorsport Games Inc. Special Meeting will be held at the Company's corporate headquarters, located at 3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027.
What is the role of H.C. Wainwright & Co., LLC in this Motorsport Games Inc. transaction?
H.C. Wainwright & Co., LLC acted as the placement agent in connection with the Private Placement that closed on July 29, 2024, and received Placement Agent Warrants to purchase up to 27,650 shares of Class A common stock as compensation.
How can Motorsport Games Inc. stockholders access the proxy materials for the Special Meeting?
Motorsport Games Inc. stockholders can access the proxy materials electronically at www.proxyvote.com. They will also receive a Notice of Internet Availability of Proxy Materials on or about September 9, 2025, with instructions on how to access materials online or request a paper copy.
Industry Context
Motorsport Games Inc. operates within the competitive video game industry, specifically focusing on simulation racing titles. The industry is characterized by rapid technological advancements, evolving player preferences, and significant investment in game development and marketing. Companies in this space often rely on licensing agreements with real-world motorsport entities and aim to build strong online communities.
Regulatory Implications
The primary regulatory implication for Motorsport Games in this filing relates to Nasdaq listing rules, specifically the requirement to obtain stockholder approval for the exercise of warrants that could result in a significant issuance of new shares. Failure to secure this approval could impact the company's ability to fulfill its obligations related to the capital raise.
What Investors Should Do
- Vote 'FOR' Proposal No. 1 (Warrant Exercise Proposal)
- Vote 'FOR' Proposal No. 2 (Adjournment Proposal)
Key Dates
- 2025-10-24: Special Meeting of Stockholders — To seek stockholder approval for the exercise of Warrants issued on July 29, 2024, which is crucial for finalizing a capital raise.
- 2024-07-29: Issuance of Warrants and closing of Private Placement — The company issued Series A, Series B, and Placement Agent Warrants to raise capital, totaling 949,310 shares of Class A common stock underlying these warrants.
- 2025-08-27: Record Date for Special Meeting — Establishes the list of stockholders entitled to vote at the Special Meeting.
Glossary
- Warrants
- Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (The company is seeking approval to exercise these warrants, which will result in the issuance of up to 949,310 shares of Class A common stock and is tied to a capital raise.)
- Private Placement
- A sale of securities directly to a select group of investors, rather than through a public offering. (The Warrants in question were issued as part of a private placement that closed on July 29, 2024, indicating a specific capital-raising transaction.)
- Class A common stock
- A class of common stock issued by Motorsport Games Inc., with a par value of $0.0001 per share. (The exercise of the Warrants will result in the issuance of up to 949,310 shares of this class of stock.)
- Class B common stock
- Another class of common stock issued by Motorsport Games Inc., with a par value of $0.0001 per share. (There are 700,000 shares of Class B common stock outstanding as of the record date, which are entitled to vote at the Special Meeting.)
- Placement Agent Warrants
- Warrants issued to a placement agent (in this case, H.C. Wainwright & Co., LLC) as compensation for their services in facilitating a private placement. (These warrants, totaling 27,650 shares, are part of the overall warrant exercise proposal.)
Year-Over-Year Comparison
This DEF 14A filing focuses on a specific upcoming Special Meeting to approve warrant exercises related to a recent capital raise. Information regarding year-over-year revenue, margin changes, or a comprehensive list of new risks compared to a prior annual filing is not detailed within this proxy statement. The primary focus is on the immediate need for stockholder approval for a financial transaction.
Filing Stats: 4,909 words · 20 min read · ~16 pages · Grade level 12.4 · Accepted 2025-09-09 16:05:06
Key Financial Figures
- $0.0001 — rsquo;s Class A common stock, par value $0.0001 per share (the “ Class A common s
Filing Documents
- formdef14a.htm (DEF 14A) — 215KB
- formdef14a_001.jpg (GRAPHIC) — 6KB
- proxy_001.jpg (GRAPHIC) — 297KB
- proxy_002.jpg (GRAPHIC) — 275KB
- 0001493152-25-012897.txt ( ) — 1013KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS (“HOUSEHOLDING” INFORMATION) 16 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS 16 ANNUAL REPORT 16 iv MOTORSPORT GAMES INC. 3350 SW 148 th Avenue, Suite 207 Miramar, Florida 33027 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, OCTOBER 24, 2025 PROXY GENERAL INFORMATION We are providing these proxy materials to holders of shares of Class A common stock, $0.0001 par value per share (the “ Class A common stock ”), and Class B common stock $0.0001 par value per share (the “ Class B common stock ”), of Motorsport Games Inc., a Delaware corporation (referred to as “ Motorsport Games ,” the “ Company ,” “ we ,” or “ us ”), in connection with the solicitation by the Board of Directors (the “ Board ” or “ Board of Directors ”) of Motorsport Games of proxies to be voted at our Special Meeting of Stockholders (the “ Special Meeting ”) to be held on Friday, October 24, 2025, beginning at 11:00 a.m., local time at 3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027, and at any adjournment or postponement of the Special Meeting. The purpose of the Special Meeting and the matters to be acted on are stated in the accompanying Notice of Special Meeting. No other business will come before the Special Meeting. Our Board of Directors is soliciting votes FOR the approval to exercise Warrants (as defined below) issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of the Company’s Class A common stock under applicable rules and regulations of the Nasdaq Stock Market LLC (Proposal No. 1 also referred to as the “ Warrant Exercise Proposal ”); and FOR the approval of a proposal to adjourn the Special Meeting to a later d