v3.26.1
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

 

Class A and B Common Stock

 

As of June 30, 2026, the Company had 4,174,055 shares of Class A common stock and no shares of Class B common stock outstanding. On April 22, 2026, pursuant to the Agreement with Driven Lifestyle, all shares of Class B common stock outstanding were cancelled.

 

Warrants

 

The Company had the following warrants outstanding as of June 30, 2026, all of which are equity-classified:

 

   Offering Date  Warrants Issued   Warrant Strike Price  

Warrant

Term

(in years)

 
Registered direct offering 1  February 1, 2023   10,981   $26.75    5.0(a)
Registered direct offering 2  February 2, 2023   8,662   $29.38    5.0(a)
Registered direct offering 3  February 3, 2023   13,931   $21.74    5.0(a)
Series A  July 26, 2024   460,830   $2.17    5.5(b)
Series B  July 26, 2024   460,830   $2.17    1.5(b)
Placement Agent  July 26, 2024   27,650   $2.71    5.0(b)

 

  (a) Together, the “February 2023 Warrants”.
  (b) The warrants became exercisable on April 23, 2026, which represents the effective date of the stockholder approval for the issuance of the shares of Class A common stock issuable upon exercise of the warrants. As a result of the action taken by the Company’s stockholders at the Annual Meeting, the Series A Warrants will expire on October 23, 2031, the Series B Warrants will expire on October 25, 2027 and the Placement Agent Warrants will expire on July 26, 2029.

 

 

Motorsport Games Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

Common Stock and Pre Funded Warrant

 

On April 11, 2025, the Company entered into a securities purchase agreement with several institutional and accredited investors for the issuance and sale in a private placement of the following securities for aggregate gross proceeds of approximately $2.5 million: (i) 1,894,892 shares of the Company’s Class A Common Stock, par value $0.0001 and (ii) the Pre-Funded Warrant to purchase up to 377,836 shares of Class A Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). The purchase price for one share of Class A Common Stock was $1.10 and the purchase price for one pre-funded warrant was $1.0999 per share. The Company received net proceeds of approximately $2.35 million from the private placement, after deducting offering expenses paid by the Company. As of June 30, 2026, the Pre-Funded Warrant has not been exercised.