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): April 15, 2025
Motorsport Games Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39868 | 86-1791356 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| 5972
NE 4th Avenue Miami, FL |
33137 | |
| (Address of principal executive offices) | (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 15, 2025, Motorsport Games Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that based on the Company’s Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025, Nasdaq has determined that the Company now complies with the stockholders’ equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1). As previously reported, on November 20, 2024, the Company received a letter from Nasdaq stating that the Company did not comply with the minimum $2.5 million stockholders’ equity, $35 million market value of listed securities, or $500,000 of net income from continuing operations requirements for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), respectively.
Nasdaq will continue to monitor the Company’s ongoing compliance with the continued listing requirements for The Nasdaq Capital Market and, if at the time of its next periodic report the Company does not evidence compliance it may be subject to delisting.
Item 7.01. Regulation FD Disclosure.
On April 17, 2025, the Company issued a press release regarding Nasdaq’s determination. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated April 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 17, 2025 | By: | /s/ Stephen Hood |
| Stephen Hood | ||
| Chief Executive Officer and President | ||
Exhibit 99.1
Motorsport Games Regains Compliance With Nasdaq Listing Rules
MIAMI, Florida - April 17, 2025 – Motorsport Games Inc. (“Motorsport Games” or “the Company”), the racing game developer and publisher of prominent simulation racing (or “sim racing”) titles including Le Mans Ultimate, is pleased to announce that it has regained compliance with the stockholders’ equity requirement of the Nasdaq Stock Market (“Nasdaq”) as set forth in Nasdaq Listing Rule 5550(b)(1).
Chief Executive Officer of Motorsport Games Inc., Stephen Hood commented, “We see regaining compliance with the Nasdaq Capital Market’s equity requirement as a strong validation of the progress we’ve made. We believe that this update, along with the recent strategic investment led by Pimax, reinforces our momentum and positions us to continue to deliver upon our promise.”
“With recent product momentum on show with Le Mans Ultimate along with our new subscription service through RaceControl and reduced overheads through tighter cost-control measures and a more-efficient sized team, there is a belief throughout management that we can deliver upon the opportunities and unique proposition we have with in our market to increase shareholder value.”
About Motorsport Games:
Motorsport Games is a racing game developer, publisher and esports ecosystem provider of official motorsport racing series. Combining innovative and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make racing games that are authentically close to reality. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series including the 24 Hours of Le Mans and the FIA World Endurance Championship, recently releasing Le Mans Ultimate in Early Access. Motorsport Games also owns the industry leading rFactor 2 and KartKraft simulation platforms. rFactor 2 also serves as an official simulation racing platform of Formula E, while also powering F1 Arcade through a partnership with Kindred Concepts. Motorsport Games is also an award-winning esports partner of choice for the 24 Hours of Le Mans, creating the renowned Le Mans Virtual Series. Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and every race inspires.
For more information about Motorsport Games visit: www.motorsportgames.com
Forward Looking Statements
Certain statements in this press release which are not historical facts are forward-looking statements within the meaning 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 provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “can,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “see,” “opportunity” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, but are not limited to, statements concerning the Company’s regaining compliance with the Nasdaq Capital Market’s equity requirement, along with the recent strategic investment led by Pimax, reinforcing the Company’s momentum and positioning the Company to continue to deliver upon its promise; management delivering upon the opportunities and unique proposition the Company has within its market to increase shareholder value; the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market, including the minimum stockholders’ equity requirement set forth in Listing Rule 5550(b)(1); and whether the Company will be able to evidence compliance with such minimum stockholders’ equity requirement upon the filing of its quarterly report for period ended March 31, 2025.
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, without limitation: (i) the Company’s ability to obtain equity financing arrangements or similar transactions; (ii) the Company’s ability to demonstrate compliance with Nasdaq’s minimum stockholders’ equity requirement; (iii) the Company’s ability to otherwise maintain compliance with any other continued listing requirement of The Nasdaq Capital Market; and (iv) the risk that the Company’s Class A common stock may be subject to delisting if the Company fails to evidence compliance with the continued listing requirement of The Nasdaq Capital Market upon the filing of the Company’s next period report.
Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as in its subsequent filings with the SEC. The Company anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing the Company’s plans and expectations as of any subsequent date. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Company’s website or other websites referenced or linked to this press release shall not be incorporated by reference into this press release.
Website and Social Media Disclosure
Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):
| Websites | Social Media |
| motorsportgames.com | Twitter: @msportgames |
| Instagram: msportgames | |
| Facebook: Motorsport Games | |
| LinkedIn: Motorsport Games |
The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.
Contacts:
Investors:
Investors@motorsportgames.com
Media:
PR@motorsportgames.com