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Motorsport Games (NASDAQ: MSGM) sets 12.5% trigger in new rights plan

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Motorsport Games Inc. approved a Preferred Stock Rights Agreement, adopting a limited-duration stockholder rights plan and declaring a dividend of one Right for each outstanding share of Class A common stock to holders of record on August 3, 2026.

Each Right lets its holder buy one one‑thousandth of a share of Series A Participating Preferred Stock at a $25.00 purchase price if a person or group, excluding specified exempt and grandfathered holders, reaches 12.5% beneficial ownership or commences a qualifying tender offer. Triggering events activate “flip‑in” and “flip‑over” features that allow other holders to acquire stock valued at twice the purchase price, voiding Rights held by any Acquiring Person. The Board may redeem Rights for $0.001 per Right or exchange them for common stock, and the plan expires at 5:00 p.m. New York City time on July 20, 2027. The Board states it adopted the plan to protect stockholders during perceived undervaluation and recent share accumulations, and not in response to a specific takeover bid.

Positive

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Filing Explained

The July 22 filing records an immediately effective rights plan, with one right tied to each share held on August 3. The rights are not currently exercisable or separate from the common stock; they would separate only after a specified 12.5% ownership or tender-offer trigger, so the plan does not itself issue additional shares now.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rights Plan Trigger Threshold 12.5% of outstanding Class A common stock Ownership level that makes a holder an Acquiring Person
Purchase Price per Right $25.00 Price to buy one one-thousandth share of Series A Preferred Stock
Redemption Price per Right $0.001 Amount the Board may pay to redeem each Right in full
Rights Plan Expiration 5:00 p.m. New York City time on July 20, 2027 Final Expiration Time of all outstanding Rights
Rights Dividend Ratio 1 Right per share of Class A common stock Dividend distribution declared by the Board
Record Date for Rights August 3, 2026 Date determining stockholders entitled to receive Rights dividend
Asset Sale Flip-Over Trigger 50% of assets, cash flow, or earning power Threshold for major transactions activating flip-over feature
stockholder rights plan regulatory
"adopted a limited duration stockholder rights plan (the “Rights Plan”)"
A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.
Acquiring Person regulatory
"has acquired ... beneficial ownership of twelve and a half percent (12.5%) or more of the Common Stock (an “ Acquiring Person ”)"
An acquiring person is an individual or entity that buys or otherwise gains a significant ownership stake in a publicly traded company, often enough to influence control, board composition, or corporate strategy. Think of it like a new homeowner who purchases enough rooms in a shared house to decide how the house is run; such a change can affect management decisions, dividend policies, and how the market values the company.
Distribution Time regulatory
"Rights become exercisable and will be transferrable separately from the Common Stock from and after the “Distribution Time”"
Flip-In Trigger regulatory
"Flip-In Trigger. If an Acquiring Person obtains beneficial ownership of twelve and a half percent (12.5%) or more"
Flip-Over Trigger regulatory
"Flip-Over Trigger. If, at any time on or following the date that an Acquiring Person obtains beneficial ownership of twelve and a half percent (12.5%) or more"

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FAQ

What did Motorsport Games (MSGM) announce in this 8-K?

Motorsport Games’ Board approved a Preferred Stock Rights Agreement, creating a limited-duration stockholder rights plan and declaring a dividend of one Right per Class A share for holders of record on August 3, 2026, with the plan running through July 20, 2027.

What is the ownership trigger in Motorsport Games (MSGM) new rights plan?

The rights generally become exercisable if a person or group acquires 12.5% or more of Motorsport Games’ outstanding Class A common stock, or if an existing holder at or above 12.5% increases its stake by one or more shares, subject to specified exemptions and grandfathering.

How do the flip-in and flip-over features work for MSGM stockholders?

If the 12.5% threshold is crossed, each Right (except those of the acquiring person) lets holders buy Class A common stock worth twice the $25.00 purchase price. In certain mergers or major asset sales, holders can instead buy stock of the acquiring company on similar two-times-value terms.

When do Motorsport Games (MSGM) rights expire and what is the redemption price?

The Rights expire at 5:00 p.m. New York City time on July 20, 2027, unless earlier redeemed or exchanged. The Board may redeem all Rights for $0.001 per Right, payable in cash, common stock, or other consideration, ending any right to exercise them.

Why did Motorsport Games (MSGM) adopt a stockholder rights plan?

The Board states it adopted the plan to protect stockholder interests during a period when it believes the share price does not reflect the business’s inherent value and amid recent significant share accumulations, while not responding to any specific takeover bid or proposal.

What do MSGM stockholders receive on the record date under the plan?

Stockholders of record at the close of business on August 3, 2026 receive a dividend of one Right for each outstanding Class A common share. Before separation, Rights trade together with the common stock and are not exercisable until after a Distribution Time trigger.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 22, 2026

 

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.)

 

3350 SW 148th Avenue, Suite 207, Miramar, FL 33027

(Address of principal executive offices, including zip code)

 

(305) 413-0812

(Registrant’s telephone number, including area code)

 

None

(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 Exchange 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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). 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 1.01 Entry into a Material Definitive Agreement.

 

On July 22, 2026, the Board of Directors (the “Board”) of Motorsport Games Inc., a Delaware corporation (the “Company”), approved and adopted a preferred stock rights agreement and authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on August 3, 2026 (the “Record Date”). The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of July 22, 2026, by and between the Company and ClearTrust, LLC, a Florida limited liability company, as rights agent.

 

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company and certain other Exempt Persons (as defined below)), that is or becomes the beneficial owner of twelve and a half percent (12.5%) or more of the Common Stock following the first public announcement by the Company of the adoption of the Rights Agreement. The term “beneficial ownership” is defined in the Rights Agreement and, as more fully discussed below, includes, among other things, certain derivative arrangements.

 

The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

 

The Rights. Each Right entitles its registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company at a purchase price of $25.00 per Right, subject to adjustment (the “Purchase Price”). The Rights will attach to any shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below), the Redemption Date (as defined below), the Final Expiration Time (as defined below), and in certain other circumstances described in the Rights Agreement.

 

Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Agreement by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.

 

Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares and the Rights shall only trade with the Common Stock. As soon as practicable after the Distribution Time, separate Rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate Rights certificates alone will represent the Rights.

 

The Rights are not exercisable prior to the Distribution Time and, thereafter, become exercisable only after such time as the Rights become no longer redeemable by the Company. Upon the Distribution Time, any Rights held by an Acquiring Person (as defined below), its affiliates and associates, and certain transferees thereof become null and void and may not be exercised.

 

2
 

 

Exercisability; Separation and Distribution of Rights. Subject to certain exceptions and the Rights becoming no longer redeemable, the Rights become exercisable and will be transferrable separately from the Common Stock from and after the “Distribution Time,” which occurs upon the earlier of:

 

  the close of business on the tenth (10th) business day (or such later date as may be determined by the Board) after the earliest day on which a public disclosure is made indicating that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of twelve and a half percent (12.5%) or more of the Common Stock (an “Acquiring Person”), the public disclosure of facts by the Company or an Acquiring Person that reveals the existence of an Acquiring Person or indicating that an Acquiring Person has become an Acquiring Person, or the Board becoming aware of the existence of an Acquiring Person (the “Shares Acquisition Date”), and
     
  the close of business on the tenth (10th) business day (or such later date as may be determined by the Board) after the date of the commencement of, or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person (other than an Exempt Person) becoming an Acquiring Person.

 

As of the Distribution Time, the Rights separate from the Common Stock and become transferable apart from the Common Stock. After the Distribution Time, the Company will mail Rights certificates to the Company’s stockholders and such Rights certificates alone will represent the Rights.

 

Exempt Persons. The following entities and persons are exempted from being deemed an “Acquiring Person” and, accordingly their acquisition of beneficial ownership of twelve and a half percent (12.5%) or more of the Common Stock will not result in the occurrence of a Distribution Time: (i) the Company, (ii) any subsidiary of the Company, (iii) any officers, directors, and employees of the Company or any of its subsidiaries solely in respect of such person’s status or authority as such (including, without limitation any fiduciary capacity), (iv) any employee stock ownership plan, employee benefit plan, or other compensation program or arrangement of the Company or of any of its subsidiaries, or any person holding Common Shares for or pursuant to the terms of any such plan, program, or arrangement or for the purpose of funding any such plan, program, or arrangement, and (v) any person organized, appointed, or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan, program, or arrangement during the time such person acts in such capacity.

 

Existing Holders. In addition, any person who, together with its affiliates and associates, beneficially owns, immediately prior to the time of the first public announcement of the adoption of the Rights Agreement twelve and a half percent (12.5%) or more of the Common Stock then outstanding will not become an Acquiring Person unless such person, after the time of the public announcement of the Rights Agreement, becomes the beneficial owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the Common Stock in the form of shares of Common Stock or pursuant to a split or subdivision of the Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, such person does not beneficially own twelve and a half percent (12.5%) or more of the Common Stock then outstanding, such person shall not be deemed to be an “Acquiring Person” for purposes of the Rights Agreement.

 

Inadvertent Acquisitions. The Rights Agreement also provides that certain inadvertent acquisitions of the Common Stock will not trigger the occurrence of the Distribution Time.

 

Series A Preferred Stock Purchase Rights. Each one one-thousandth of a share of Series A Preferred Stock, if issued upon the exercise of the Rights (i) will not be redeemable; (ii) will entitle holders to quarterly dividend payments, when and if declared, of $0.001 per one one-thousandth of a share of Series A Preferred Stock, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater; (iii) will  entitle holders upon liquidation either to receive $1.00 per one one-thousandth of a share of Series A Preferred Stock or an amount equal to the payment made on one share of Common Stock, whichever is greater; (iv) will  have the same voting power as one share of Common Stock and will vote together with the Common Stock; and (v) will entitle holders to a payment per one one-thousandth of a share of Series A Preferred Stock equal to the payment made on one share of Common Stock if the Common Stock is exchanged via merger, consolidation, or a similar transaction. Because of the nature of the Series A Preferred Stock’s dividend, liquidation, and voting rights, the value of one one-thousandth of a share of Series A Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.

 

3
 

 

Flip-In Trigger. If an Acquiring Person obtains beneficial ownership of twelve and a half percent (12.5%) or more of the Common Stock, then each Right will entitle the holder thereof to purchase, for the Purchase Price, a number of shares of Common Stock (or, in certain circumstances, cash, property, or other securities of the Company) having a then-current market value of twice the Purchase Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below.

 

Following the occurrence of an event set forth in the preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person, its affiliates and associates, and certain of its transferees will be void.

 

Flip-Over Trigger. If, at any time on or following the date that an Acquiring Person obtains beneficial ownership of twelve and a half percent (12.5%) or more of the Common Stock, directly or indirectly (i) the Company consolidates with, or merges with and into, any other person (other than a subsidiary of the Company), and the Company shall not be the continuing or surviving corporation or other entity of such consolidation or merger, (ii) any person (other than a subsidiary of the Company) consolidates with, or merges with or into, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property, or (iii) the Company sells or otherwise transfers (or one or more of its subsidiaries sells or otherwise transfers), in one transaction or a series of related transactions, assets, cash flow, or earning power aggregating fifty percent (50%) or more of the assets, cash flow, or earning power of the Company and its subsidiaries (taken as a whole and calculated on the basis of the Company’s most recent regularly prepared financial statements) to any person or persons (other than the Company or any subsidiary of the Company), then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Purchase Price, a number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) having a then-current market value of twice the Purchase Price, based on the market price of such person’s stock prior to such transaction.

 

Redemption of the Rights. At any time prior to the earlier of the Distribution Time and the Final Expiration Time, the Board of Directors of the Company may, at its option, redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at the option of the Company, in cash, shares of Common Stock, or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Redemption Price will be adjusted if the Company undertakes a stock dividend or a stock split.

 

Exchange Provision. At any time after the Distribution Time and prior to the acquisition by the Acquiring Person of fifty percent (50%) of the Common Stock, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Stock at an exchange ratio of one share of Common Stock per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for preferred stock, cash, debt or equity securities, property, or a combination thereof having a value approximately equal to one share of Common Stock.

 

Expiration of the Rights. The Rights will expire on the earliest of (i) 5:00 p.m., New York City time, on July 20, 2027, (the “Final Expiration Time”), (ii) the date that the Board determines to make the redemption effective; and (iii) the time at which the Rights are exchanged in full by the Company as described above.

 

4
 

 

Amendment of the Rights Agreement. For so long as the Rights are redeemable, the Company may in its sole discretion supplement or amend the Rights Agreement in any respect without the approval of any holders of the Rights, the Series A Preferred Stock, or the Common Stock. However, from and after the time when the Rights are no longer redeemable, the Rights Agreement may not be supplemented or amended in any manner that would (i) adversely affect the interests of the holders of Rights (other than an Acquiring Person, its affiliates and associates, and the transferees or nominees thereof, (ii) cause the Rights again to become redeemable, or (iii) cause the Rights Agreement to become amendable other than in accordance with the original amendment provisions of the Rights Agreement.

 

Voting and Other Stockholder Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.

 

Antidilution and Other Adjustments. The Board may adjust the Purchase Price, the number of shares of Series A Preferred Stock issuable, and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Stock or Common Stock. With certain exceptions, no adjustments to the Purchase Price will be made until the cumulative adjustments amount to at least one percent (1%) of the Purchase Price.

 

Miscellaneous. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of an acquiring company or in the event of the redemption of the Rights as described above.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information included in Item 1.01 is incorporated herein by reference.

 

In connection with the adoption of the Rights Agreement, on July 22, 2026, the Board adopted a Certificate of Designations of the Company Designating Series A Participating Preferred Stock (the “Certificate of Designations”) setting forth the rights, powers, and preferences of the Series A Preferred Stock. The Certificate of Designations is being filed with the Secretary of State of the State of Delaware on or about July 23, 2026. A copy of the Certificate of Designations is attached as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On July 22, 2026, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
3.1   Certificate of Designations of Series A Participating Preferred Stock of Motorsport Games Inc. dated July 22, 2026.
4.1   Preferred Stock Rights Agreement, dated as of July 22, 2026, by and between Motorsport Games Inc. and ClearTrust, LLC, as Rights Agent.
99.1   Press Release of Motorsport Games Inc. issued on July 22, 2026.
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

5
 

 

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, thereto duly authorized.

 

Date: July 23, 2026 MOTORSPORT GAMES INC.
     
  By: /s/ Stephen Hood
    Stephen Hood
    Chief Executive Officer and President

 

6

 

Exhibit 99.1

 

 

Motorsport Games Adopts Limited Duration Stockholder Rights Plan

 

MIRAMAR, Fla., July 22, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that its Board of Directors has unanimously approved and adopted a limited duration stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right for each outstanding share of the Company’s Class A common stock. The Rights Plan is effective immediately and will expire on July 20, 2027, or earlier, as provided in the Rights Plan. The record date for such dividend distribution is August 3, 2026.

 

The Board adopted the Rights Plan to protect the investment of stockholders during a period in which it believes the share price of Motorsport Games’ Class A common stock does not reflect the inherent value of the business or its long-term growth potential, and during which time there have been recent significant accumulations of Motorsport Games’ Class A common stock by certain stockholders. The Rights Plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of Motorsport Games.

 

The Rights Plan is intended to enable Motorsport Games stockholders to realize the long-term value of their investment in Motorsport Games by (i) reducing the likelihood that any person or group is able to gain a control or control-like position in Motorsport Games through open market accumulations without paying all stockholders an appropriate control premium, and (ii) providing the Board with sufficient opportunity to make informed judgments and take actions that are in the best interests of all stockholders. The Rights Plan is not intended to interfere with any sale, merger, tender, exchange offer, or other business combination approved by the Board. Nor does the Rights Plan prevent the Motorsport Games Board from considering any offer or proposed business combination that recognizes the full value of Motorsport Games and is in the best interests of Motorsport Games’ stockholders. The Rights Plan is similar to other stockholder rights plans adopted by publicly held companies.

 

Under the Rights Plan, the rights generally become exercisable if a person or group (each, an “acquiring person”) acquires beneficial ownership of 12.5% or more of Motorsport Games’ outstanding Class A common stock or if any existing stockholder that already beneficially owns 12.5% or more of the outstanding Class A common stock subsequently increases its beneficial ownership by one or more shares. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the acquiring person, whose rights would become void and would not be exercisable) to purchase, at the then-current exercise price, additional shares of Motorsport Games’ Class A common stock having a then-current market value of twice the exercise price of the right. In the Rights Plan, the definition of “beneficial ownership” includes derivative securities.

 

 
 

 

In addition, if Motorsport Games is acquired in a merger or other business combination after an acquiring person acquires beneficial ownership of 12.5% or more of Motorsport Games’ outstanding Class A common stock, each right will entitle its holder (other than acquiring person, whose rights would become void and would not be exercisable) to purchase, at the then-current exercise price, shares of common stock of the acquiring person having a then-current market value of twice the exercise price of the right.

 

The Board, at its option, may exchange each right (other than rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one share of Motorsport Games’ Class A common stock per outstanding right, subject to adjustment. Except as provided in the Rights Plan, the Board is entitled to redeem the rights at $0.001 per right.

 

Additional information regarding the Rights Plan will be contained in a Form 8-K to be filed by Motorsport Games with the U.S. Securities and Exchange Commission (SEC) which will be available on the SEC’s web site at www.sec.gov. Copies are also available at no charge at the Investor Relations section of Motorsport Games’ corporate website at www.motorsportgames.com.

 

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 Version 1.3 featuring new cars, updated 2025 content and additional improvements. Motorsport Games also owns the industry leading rFactor 2 and KartKraft simulation platforms. rFactor 2 also powers 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.

 

Important Cautions Regarding Forward-Looking Statements

 

Certain statements in this press release which are not historical facts may constitute “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, as amended, and are subject to various risks and uncertainties. Any statements or information in this press release that are not statements or information of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements.

 

 
 

 

Forward-looking statements in this press release may include, but are not limited to, the statements regarding (i) the anticipated benefits and expected consequences of the Rights Plan that Motorsport Games has adopted, (ii) the effectiveness of the Rights Plan in reducing the likelihood that any person or group is able to gain a control or control-like position in Motorsport Games through open market accumulations without paying all stockholders an appropriate control premium, (iii) the effectiveness of the Right Plan in providing the Board with a sufficient opportunity to make informed judgments and take actions that are in the best interests of all stockholders, (iv) the effectiveness of the Rights Plan in enabling Motorsport Games stockholders to realize the long-term value of their investment in Motorsport Games, (v) the effect of the Rights Plan on any sale, merger, tender, exchange offer, or other business combination approved by the Board, (vi) the effect of the Rights Pan on the Motorsport Games Board’s consideration of an offer or proposed business combination that recognizes the full value of Motorsport Games and is in the best interests of Motorsport Games’ stockholders, and (vii) the inherent value of the Motorsport Games’ business or its long-term growth potential. Such forward-looking statements are based upon Motorsport Games’ current plans, estimates, and expectations and are not a representation that such plans, estimates, or expectations will be achieved. Because such statements include risks, uncertainties, and contingencies, actual events may differ materially from the expectations, intentions, beliefs, plans, or predictions of the future expressed or implied by such forward-looking statements. Examples of such risks and uncertainties include, without limitation, Motorsport Games’ ability to derive the anticipated benefits and results from the Rights Plan. Factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Motorsport Games 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 Motorsport Games’ plans and expectations as of any subsequent date.

 

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

 

 

 

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