8-K
filed November 10, 2022, 6:59 PM ET
ticker MSGM
CIK 0001821175
other material
confidence high
sentiment neutral
materiality 0.80
Motorsport Games completes 1-for-10 reverse stock split and adopts written consent amendments
Motorsport Games Inc.
- Shareholders approved 1-for-10 reverse stock split effective Nov. 10, reducing Class A shares from ~11.67M to ~1.17M and Class B from 7M to 700k.
- Board amended certificate of incorporation and bylaws to allow stockholder action by written consent.
- 2021 Equity Incentive Plan adjusted authorized shares from 1M to 100k and outstanding options from ~822k to ~82k.
- Press releases issued Nov 9 and Nov 10 detailing the reverse split and new CUSIP 62011B 201.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Motorsport Games Inc.: Amended certificate of incorporation to effect a 1-for-10 reverse stock split and allow stockholder action by written consent (effective 2022-11-10).
- Change
- charter amendment
- Effective
- 2022-11-10
Exact text from the filing
On November 9, 2022, the Company filed the Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to: (i) effect the Reverse Stock Split at the ratio of 1-for-10, which became effective as of 12:01 a.m., EST on November 10, 2022; and (ii) allow any action required or permitted to be taken by the Company’s stockholders be effected by written consent.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Motorsport Games Inc.: Amended bylaws to allow stockholder action by written consent (effective 2022-11-09).
- Change
- bylaw amendment
- Effective
- 2022-11-09
Exact text from the filing
On November 9, 2022, following stockholder approval, the Company executed the Bylaws Amendment.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.7
Motorsport Games Inc. shareholders approved Amendment to Certificate of Incorporation to allow actions by written consent at the 2022-11-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-11-09
Exact text from the filing
(b) a proposal to amend to the Company’s Certificate of Incorporation to allow any action required or permitted to be taken by the Company’s stockholders be effected by written consent
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.7
Motorsport Games Inc. shareholders approved Reverse stock split at the 2022-11-09 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2022-11-09
Exact text from the filing
stockholders, by an affirmative vote of at least a majority of the Company’s issued and outstanding shares of each of Class A and Class B of the Company’s common stock, approved: (a) a proposal authorizing the Company’s board of directors (the “Board”), in its discretion, to effect a reverse stock split
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.7
Motorsport Games Inc. shareholders approved Amendment to Bylaws to allow actions by written consent at the 2022-11-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-11-09
Exact text from the filing
(c) a proposal to amend the Company’s Bylaws to allow any action required or permitted to be taken by the Company’s stockholders be effected by written consent (the “Bylaws Amendment”)
View on SEC.gov
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