949,310 warrants now exercisable at Motorsport Games (NASDAQ: MSGM)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Motorsport Games Inc. reported that stockholders approved the exercisability of warrants covering up to 949,310 shares of Class A common stock at the 2026 Annual Meeting. These July 29, 2024 warrants include Series A and Series B tranches, each for up to 460,830 shares at an exercise price of $2.17 per share.
The filing also notes placement agent compensation warrants for up to 27,650 shares at an exercise price of $2.17125 per share. Following stockholder approval on April 23, 2026, all of these warrants became exercisable. Series A warrants now expire on October 23, 2031, and Series B warrants expire on October 25, 2027.
In addition, holders of the Series A and Series B purchase warrants agreed that the company’s repurchase of Class A shares from Driven Lifestyle Group LLC will not be treated as a fundamental transaction under the warrant terms, helping clarify how that buyback interacts with these securities.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 3.03, 8.01
2 items
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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Aggregate warrant shares: 949,310 shares
Series A warrants: 460,830 shares
Series B warrants: 460,830 shares
+5 more
8 metrics
Aggregate warrant shares
949,310 shares
Maximum Class A common shares purchasable under July 29, 2024 warrants
Series A warrants
460,830 shares
Class A shares purchasable under Series A warrants
Series B warrants
460,830 shares
Class A shares purchasable under Series B warrants
Placement agent warrants
27,650 shares
Compensation warrants issued to designees of H.C. Wainwright & Co., LLC
Purchase warrant exercise price
$2.17 per share
Exercise price for Series A and Series B purchase warrants
Placement agent exercise price
$2.17125 per share
Exercise price for placement agent compensation warrants
Warrant exercisability approval date
April 23, 2026
Stockholder approval date when warrants became exercisable
Series A expiration
October 23, 2031
Expiration date for Series A warrants
Key Terms
Series A Warrants, Series B Warrants, Fundamental Transaction, Annual Meeting of Stockholders, +1 more
5 terms
Series A Warrants financial
"The Warrants consist of: (a) Series A Warrants to purchase up to 460,830 shares"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
Series B Warrants financial
"(b) Series B Warrants to purchase up to 460,830 shares of Class A Common Stock"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
Fundamental Transaction financial
"repurchase of shares ... will not constitute a “Fundamental Transaction” under the Warrants"
Annual Meeting of Stockholders regulatory
"At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Motorsport Games Inc."
Nasdaq Stock Market LLC regulatory
"under applicable rules and regulations of the Nasdaq Stock Market LLC"
Nasdaq Stock Market LLC is the company that operates the Nasdaq electronic stock exchange, a large centralized marketplace where shares of publicly traded companies are listed and bought and sold. Think of it as a high-speed digital auction house and storefront combined: being listed there gives a company visibility and easier access to many buyers, while investors benefit from transparent prices, fast trades and regulated rules that help protect fair trading.
FAQ
What did Motorsport Games (MSGM) stockholders approve regarding warrants?
Stockholders approved the exercisability of warrants covering up to 949,310 Class A shares. These July 29, 2024 warrants include Series A and B tranches, which were previously not exercisable until the April 23, 2026 stockholder approval date at the Annual Meeting.
How many Series A and Series B warrants does Motorsport Games have?
The company has Series A warrants to purchase up to 460,830 Class A shares and Series B warrants to purchase up to 460,830 Class A shares. Together, these purchase warrants cover 921,660 shares, separate from additional placement agent compensation warrants.
What are the exercise prices of Motorsport Games’ new warrants?
The Series A and Series B purchase warrants each have an exercise price of $2.17 per Class A share. Separate placement agent compensation warrants for up to 27,650 shares carry an exercise price of $2.17125 per share, as disclosed in the filing’s warrant description.
When do Motorsport Games’ Series A and Series B warrants expire?
The Series A warrants expire on October 23, 2031, five and a half years after the April 23, 2026 stockholder approval date. The Series B warrants expire earlier, on October 25, 2027, reflecting their 18-month term from the same approval date.
When did Motorsport Games’ warrants become exercisable?
The warrants became exercisable on April 23, 2026, the date of the 2026 Annual Meeting of Stockholders. Before that stockholder approval, the warrant terms prevented exercise. The approval date is treated as the stockholder approval date for calculating each warrant series’ expiration.