Motorsport Games Announces Completion of Previously

MIAMI, Nov. 09, 2022 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) introduced at this time that the 1-for-10 reverse inventory break up of the Company’s Class A and Class B frequent inventory will turn out to be efficient as of 12:01 a.m. EST on November 10, 2022 (the “Effective Time”).

Motorsport Games is effecting the reverse inventory break up by submitting a constitution modification with the Delaware Secretary of State. The reverse inventory break up was beforehand permitted by the Company’s Board of Directors and stockholders pursuant to Sections 228 and 242 of the Delaware General Corporation Law.

The Company’s Class A standard inventory will start buying and selling on the NASDAQ on a split-adjusted foundation when the market opens tomorrow, November 10, 2022, beneath a brand new CUSIP quantity, 62011B 201.

As a outcome of the reverse inventory break up, every 10 shares of the Company’s Class A and Class B frequent inventory issued and excellent instantly previous to the Effective Time shall be robotically mixed into 1 share of Class A standard inventory and Class B frequent inventory, respectively, topic to the elimination of fractional shares, as described under.

The similar 1-for-10 reverse inventory break up ratio is getting used to impact the reverse inventory break up of each Motorsport Games Class A and Class B frequent inventory, and accordingly, all stockholders shall be affected proportionately. The reverse inventory break up will scale back the Company’s issued and excellent shares of frequent inventory from roughly 11,673,587 shares of Class A standard inventory and seven,000,000 shares of Class B frequent inventory to roughly 1,167,358 and 700,000 shares, respectively.

The quantity of shares of Class A standard inventory topic to the Company’s excellent worker and director inventory choices, in addition to the related train value per share, shall be proportionately adjusted to replicate the reverse inventory break up. Accordingly, the roughly 821,962 excellent inventory choices shall be lowered to roughly 82,196 excellent inventory choices. The quantity of shares licensed for issuance beneath the Company’s inventory plan additionally shall be lowered from 1,000,000 shares of Class A standard inventory to 100,000 shares of Class A standard inventory utilizing the identical 1-for-10 break up ratio.

Motorsport Games has retained its switch agent, Worldwide Stock Transfer, LLC (“WST”), to behave as trade agent for the reverse inventory break up. WST will handle the trade of previous, pre-reverse inventory break up shares for brand spanking new post-split shares. Stockholders who maintain their shares in “street name” shall be contacted by their banks or brokers with any directions. For additional info, stockholders and securities brokers ought to contact WST at (201) 820-2008.

Motorsport Games won’t problem any fractional shares of its Class A or Class B frequent inventory in consequence of the reverse inventory break up. Instead, as quickly as practicable after the Effective Time, WST will distribute funds to the report holders’ respective accounts professional rata in lieu of fractional shares primarily based on the relevant NASDAQ closing buying and selling value. Stockholders won’t be entitled to obtain curiosity for the interval of time between the Effective Time and the date the stockholder receives their money fee, if any, in lieu of fractional shares.

Upon the Effective Time, every certificates, if any representing shares of Motorsport Games frequent inventory instantly previous to the reverse inventory break up shall be deemed to symbolize the quantity of full shares of frequent inventory ensuing from the reverse inventory break up. Stockholders holding their shares in e-book entry type are usually not required to take any motion, as their shares shall be adjusted straight by WST.

FORWARD-LOOKING STATEMENTS

Certain statements on this press launch which aren’t historic information are forward-looking statements inside the that means of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are supplied pursuant to the protected harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements on this press launch that aren’t statements of historic reality could also be deemed forward-looking statements. Words corresponding to “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and comparable expressions are meant to establish such forward-looking statements. All forward-looking statements contain important dangers and uncertainties that would trigger precise outcomes to vary materially from these expressed or implied within the forward-looking statements, many of that are typically exterior the management of Motorsport Games and are tough to foretell. Examples of such dangers and uncertainties embrace, with out limitation, sudden developments with respect to the reverse inventory break up, together with, with out limitation, future decreases within the value of the Company’s Class A standard inventory whether or not attributable to, amongst different issues, the announcement of the reverse inventory break up, the Company’s incapability to make its Class A standard inventory extra engaging to a broader vary of institutional or different traders. Additional elements that would trigger precise outcomes to vary materially from these expressed or implied within the forward-looking statements will be present in Motorsport Games’ filings with the SEC, together with its Annual Report on Form 10-Okay for the fiscal 12 months ended December 31, 2021, its Quarterly Reports on Form 10-Q filed with the SEC throughout 2022, in addition to in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent occasions and developments could trigger its plans, intentions and expectations to vary. Motorsport Games assumes no obligation, and it particularly disclaims any intention or obligation, to replace any forward-looking statements, whether or not in consequence of new info, future occasions or in any other case, besides as expressly required by legislation. Forward-looking statements converse solely as of the date they’re made and shouldn’t be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date.

Website and Social Media Disclosure:

Investors and others ought to word that we announce materials monetary info to our traders utilizing our investor relations web site (ir.motorsportgames.com), SEC filings, press releases, public convention calls and webcasts. We use these channels, in addition to social media and blogs, to speak with our traders and the general public about our firm and our merchandise. It is feasible that the data we put up on our web sites, social media and blogs may very well be deemed to be materials info. Therefore, we encourage traders, the media and others excited about our firm to overview the data we put up on the web sites, social media channels and blogs, together with the next (which record we are going to replace on occasion on our investor relations web site):

The contents of these web sites and social media channels are usually not half of, nor will they be included by reference into, this press launch.

Contacts:
Investors:
[email protected]

A graphic accompanying this announcement is accessible at https://www.globenewswire.com/NewsRoom/AttachmentNg/97ac0d50-2611-4b90-a129-2a29f1d7fdb7