MIAMI, July 26, 2024 (GLOBE NEWSWIRE) -- Motorsport Games Inc. (NASDAQ:MSGM) ("Motorsport Games" or the "Company"), today announced that it has entered into definitive agreements for the sale and issuance of 460,830 shares of Class A common stock (or pre-funded warrants in lieu thereof) of the Company at an offering price of $2.17 per share (or per pre-funded warrant in lieu thereof), in a registered direct offering priced at-the-market under the Nasdaq rules. In a concurrent private placement, Motorsport Games will issue unregistered Series A warrants to purchase up to 460,830 shares of Class A common stock and unregistered Series B warrants to purchase up to 460,830 shares of Class A common stock, each will be exercisable on the effective date of stockholder approval of the issuance of the shares upon exercise of the unregistered common warrants (the "Stockholder Approval"), at an exercise price of $2.17 per share. The Series A warrants will expire five and one-half years following the Stockholder Approval and the Series B will expire 18 months following the Stockholder Approval. The closing of the offering is expected to occur on or about July 29, 2024, subject to the satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The gross proceeds to the Company from this offering are expected to be approximately $1 million, before deducting the placement agent's fees and other offering expenses. Motorsport Games intends to use the net proceeds from this offering for working capital and general corporate purposes. A "shelf" registration statement (File Number 333-262462) relating to the offered shares of Class A common stock (or pre-funded warrants in lieu thereof) being offered in the registered direct offering (but excluding the unregistered common warrants and the shares of common stock underlying the unregistered common warrants issued in the concurrent private placement) was filed with the Securities and Exchange Commission ("SEC") on February 1, 2022 and became effective on February 10, 2022. The offering of the shares of Class A common stock (or pre-funded warrants in lieu thereof) in the registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 ...