---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-003364"
form_type: "8-K"
ticker: "MSGM"
cik: "0001821175"
company_name: "Motorsport Games Inc."
filed_at: "2023-02-02T23:59:59+00:00"
generated_at: "2026-06-20T02:40:20.188324+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Motorsport Games raises $3.9M in offering; converts $2.95M debt to equity with majority holder

## Summary
- Registered direct offering: 183,020 shares at $21.40/share, gross proceeds ~$3.9M.
- Debt-for-equity exchange with Motorsport Network: $2.95M debt canceled for 441,402 shares at $6.68/share.
- Post-transaction, Motorsport Network ownership rises from ~61.19% to ~63.74% of Class A common.
- Net proceeds from offering will fund game development, working capital, and general corporate purposes.
- Placement agent H.C. Wainwright receives 7% cash fee plus warrants for 10,981 shares at $26.75/share.

## SEC filing metadata
- accession: 0001493152-23-003364
- form_type: 8-K
- ticker: MSGM
- cik: 0001821175
- company_name: Motorsport Games Inc.
- filed_at: 2023-02-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1821175/000149315223003364/0001493152-23-003364-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1821175/000149315223003364/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-003364
- JSON: https://secwatch.observer/filing/0001493152-23-003364.json
- Plain text: https://secwatch.observer/filing/0001493152-23-003364.txt

## Key facts
- Material Agreements
  Motorsport Games Inc. entered into Exchange Agreement with Motorsport Network, LLC valued at $2,948,565.99 (effective 2023-02-01).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Motorsport Network, LLC
  - Value: $2,948,565.99
  - Effective: 2023-02-01
  source text: On February 1, 2023, the Company entered into a debt-for-equity exchange agreement (the “Exchange Agreement”) with Motorsport Network, LLC (“Motorsport Network”) whereby the Company issued to Motorsport Network 441,402 shares of Class A Common Stock (the “Acquired Shares”), which amount represents the aggregate number of shares of Class A Common Stock equal to $2,948,565.99 (the “Discharged Debt”), representing the Company’s remaining debt outstanding (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 $6.68, which is 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821175/000149315223003364/0001493152-23-003364-index.htm
- Material Agreements
  Motorsport Games Inc. entered into Purchase Agreement with the purchaser listed on the signature page thereto valued at approximately $3.9 million (effective 2023-02-01).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the purchaser listed on the signature page thereto
  - Value: approximately $3.9 million
  - Effective: 2023-02-01
  source text: On February 1, 2023, Motorsport Games Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchaser listed on the signature page thereto (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 183,020 shares (the “Registered Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”) for a purchase price of $21.40 per Registered Share.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821175/000149315223003364/0001493152-23-003364-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.