MOTORSPORT GAMES INC. Item 8.01. Other Events
As previously disclosed, (i) onNovember 11, 2022 , the Company notified the Nasdaq that the Company is not in compliance with the Nasdaq Listing Rule 5550(a)(4) requiring minimum of 500,000 Publicly Held Shares as defined in the Nasdaq Listing Rules and (ii) onNovember 14, 2022 , the Company received a deficiency letter from theListing Qualifications Department (the "Staff") notifying the Company that it no longer meets the minimum 500,000 publicly
held shares requirement. Pursuant to the purchase agreement, datedDecember 9, 2022 (the "Purchase Agreement"), withAlumni Capital LP ("Alumni Capital "), the Company has issued toAlumni Capital 7,576 shares of the Company's Class A common stock onDecember 9, 2022 , 8,877 shares of the Company's Class A common stock onDecember 12, 2022 , 90,415 shares of the Company's Class A common stock onJanuary 6, 2023 , 40,752 shares of the Company's Class A common stock onJanuary 19, 2023 and 44,000 shares of the Company's Class A common stock onJanuary 27, 2023 . The terms of the Purchase Agreement were previously disclosed by the Company in its Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onDecember 9, 2022 . As a result of such issuances, 652,423 shares of the Company's Class A common stock are the Company's publicly traded shares. As per the Staff's request that the Company file, on or beforeMay 15, 2023 , with theUnited States Securities and Exchange Commission (the "SEC") and Nasdaq a public document containing its current total shares outstanding and a beneficial ownership table in accordance withSEC proxy rules, the company hereby discloses such total shares outstanding and a beneficial ownership table: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock as
of
? each stockholder known by us to be the beneficial owner of more than 5% of our
outstanding shares of Class A common stock and Class B common stock (by number
or by voting power);
? each of our directors;
? each of our named executive officers; and
? all of our directors and executive officers as a group.
Applicable percentage ownership before the offering is based on 1,358,975 shares
of our Class A Common Stock and 7,000,000 shares of our Class B Common Stock
outstanding as of January 27, 2023 .
The number of shares beneficially owned by each stockholder is determined under
rules issued by the SEC and includes voting or investment power with respect to
securities. Under these rules, beneficial ownership includes any shares as to
which the individual or entity has sole or shared voting power or investment
power. In computing the number of shares beneficially owned by an individual or
entity and the percentage ownership of that person, shares of common stock
subject to options, or other rights, including the redemption right described
above, held by such person that are currently exercisable or will become
exercisable within 60 days of the date of January 27, 2023 , are considered
outstanding, although these shares are not considered outstanding for purposes
of computing the percentage ownership of any other person. Each of the
stockholders listed has sole voting and investment power with respect to the
shares beneficially owned by the stockholder unless noted otherwise, subject to
community property laws where applicable.
2
Unless otherwise indicated, the address of all listed stockholders is c/o
Shares Beneficially Owned
Class A Class B
% of Total
Voting
Name of Beneficial Owner Shares % Shares % Power(1)
5% Stockholders:
Motorsport Network, LLC (2) 700,000 51.51 % 700,000 100 % 92.12 %
Directors and Named
Executive Officers:
Neil Anderson (3) 1,894 0.14 % - - 0.02 %
Francesco Piovanetti (4) 3,375 0.25 % - - 0.04 %
Peter Moore (5) 334 0.03 % - - 0.00 %
James William Allen (6) 128 0.01 % - - 0.00 %
Dmitry Kozko (7) 31,977 1.98 % - - 0.37 %
John Delta - - - - -
Andrew P. Jacobson - - - - -
Navtej Singh Sunner - - - - -
Directors and executive
officers as a group (8
persons) 37,708 2.35 % - - 0.44 %
(1) Percentage of total voting power represents voting power with respect to all
shares of our Class A and Class B common stock, as a single class. The holders
of our Class B common stock are entitled to ten votes per share, and holders of
our Class A common stock are entitled to one vote per share. See the section
titled "Description of Capital Stock-Common Stock" for additional information
about the voting rights of our Class A and Class B common stock.
(2) Consists of shares held of record by Motorsport Network . Mike Zoi is the
manager of Motorsport Network and has sole voting and dispositive power with
respect to the shares held by Motorsport Network .
(3) Includes 375 vested shares issuable upon exercise of stock options (at
(4) Includes 375 vested shares issuable upon exercise of stock options (at
(5) Includes 334 vested shares issuable upon exercise of stock options (at
(6) Includes 128 vested shares issuable upon exercise of stock options (at$200 per share exercise price) granted under the Plan toJames William Allen .James William Allen resigned as director of the Company onNovember 9, 2022 . (7) Includes (i) 8,124 vested shares issuable upon exercise of stock options granted under the Plan to Dmitry Kozko (consisting of 5,880 options at$200 per share exercise price and 2,244 options at$39.40 per share exercise price) and (ii) 21,819 vested shares issuable upon exercise of stock options granted outside of the Plan to Dmitry Kozko (consisting of 20,333 options at$200 per share exercise price and 1,486 options at$238.60 per share exercise price). 3
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