8-K
Motorsport Games Inc. (MSGM)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): April 22, 2022
MotorsportGames Inc.****(Exact name of registrant as specified in its charter)
| Delaware | 001-39868 | 86-1791356 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 5972 NE 4th Avenue<br><br> <br>Miami, FL<br><br> <br>(Address<br> of principal executive offices) | 33137<br><br> <br>(Zip<br> Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (305) 507-8799
N/A
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> A common stock, $0.0001 par value per share | MSGM | The<br> Nasdaq Stock Market LLC<br><br> (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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On April 22, 2022, Motorsport Games Inc., a Delaware corporation (the “Company”), entered into a letter agreement (the “Amendment”) amending the terms of (i) the share purchase agreement dated March 31, 2021 (the “SPA”) with Luminis International BV, Technology In Business B.V. (“TIB”) and certain TIB’s shareholders parties to such amendment and (ii) the related deed of pledge that secured payment by the Company of the $3,200,000 deferred installment of the purchase price under the SPA.
Material terms of the SPA and related deed of pledge were previously disclosed in the Company’s current report on Form 8-K filed with the Commission on April 1, 2021.
Pursuant to the Amendment, the deferred installment amount due to be paid under the SPA by the Company on the first-year anniversary of closing of the transactions contemplated by the SPA was reduced from $3,200,000 to $1,000,000, with the remaining $2,200,000 further deferred and to be paid within 90 days of the date such $1,000,000 payment is made by the Company. Further, pursuant to the Amendment, secured obligations under the deed of pledge were correspondingly reduced from $3,200,000 to $2,200,000.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which are attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided the Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Letter Agreement, dated April 22, 2022, to amend Share Purchase Agreement and Pledge of Shares among Motorsport Games Inc., Luminis International BV, Technology In Business B.V. and certain Technology In Business B.V shareholders parties thereto |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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 hereunto duly authorized.
| Motorsport<br> Games Inc. | ||
|---|---|---|
| Date:<br> April 28, 2022 | By: | /s/ Dmitry Kozko |
| Dmitry<br> Kozko | ||
| Chief<br> Executive Officer |
| 3 |
| --- |
EXHIBIT
INDEX
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Letter Agreement, dated April 22, 2022, to amend Share Purchase Agreement and Pledge of Shares among Motorsport Games Inc., Luminis International BV, Technology In Business B.V. and certain Technology In Business B.V shareholders parties thereto |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 4 |
| --- |
Exhibit 10.1
Technology in Business B.V.
Luminis International B.V.
Attn: Directors and Shareholders
April 22, 2022
Re: Agreement to Amend the Share Purchase Agreement and Pledge of Shares
Dear Directors and Shareholders,
This letter serves to confirm our mutual agreement to amend the Pledge of Shares entered into between Motorsport Games Inc. (the “Pledgor”), Technology in Business B.V. (the “Pledgee”) and Studio 397 B.V. (the “Company”) on April 20, 2021 in connection with the Share Purchase Agreement (the “Agreement”) entered into between Pledgee and Pledgor on April 1, 2021 for the purchase of one hundred percent of the shares of the Company by Pledgee from Pledgor.
Pursuant to the Agreement, the Pledge of Shares was entered into for the purpose of securing the obligation of the Deferred Payment, as defined in Clause 3.2 (b) of the Agreement, which is due to be paid on the day that falls one year after Completion, which took place on April 20, 2021.
The Pledgor and Pledgee now agree to amend the Agreement and consequently, the Deed of Pledge such that the amount due on April 20, 2022 (the “Due Date”) as per Clause 3.2 (b) of the Agreement shall be reduced from three million two hundred thousand United States Dollars (USD 3,200,000) (the “Original Deferred Payment”) to one million United States Dollars (USD 1,000,000) (the “First Amended Deferred Payment”), with the remaining two million two hundred thousand United States Dollars (USD 2,200,000) to be paid within ninety (90) days of the date the First Amended Deferred Payment is made by Pledgor (the “Second Amended Deferred Payment”).
Accordingly, the Pledgor and Pledgee further agree to amend the Pledgee’s right of pledge pursuant to the Deed of Pledge to reflect that the Secured Obligation is now defined as the amount owed in connection with the Second Amended Deferred Payment, and to take all actions necessary to complete such amendment.
The First Amended Deferred Payment and the Second Amended Deferred Payment shall be made by the Pledgor to the Pledgee’s account by wire according to the following payment instructions:
Luminis International BV
IBAN: NL18 RABO 0302 0641 33
BIC/ SWIFT: RABONL2U
I ask that you please acknowledge your agreement to Amend the Pledge of Shares in accordance with the above terms by signing below and returning your signed copy of this letter to me no later than Monday, April 25, 2022.
Thank you for your continued cooperation as we finalize this transaction.
Regards,
Dmitry Kozko
Chief Executive Officer
[signatureson following pages]
MotorsportGames
T +1 305 507 8799
E info@motorsportgames.com
Wwww.motorsportgames.com
| 1 |
| --- |
Acknowledged and Agreed:
| Motorsport Games Inc. (“Purchaser/Pledgor”) | |
|---|---|
| /s/ Dmitry Kozko | |
| By: | Dmitry<br> Kozko |
| Title: | CEO |
| Date: | April<br> 22, 2022 |
| Technology in Business B.V. (“Seller/Pledgee”) | |
| --- | --- |
| /s/ Laurens Miedema | |
| By: | Luminis<br> International B.V. |
| Title: | Director<br> (jointly authorized) |
| Date: | April<br> 25, 2022 |
| Technology in Business B.V. (“Seller/Pledgee”) | |
| --- | --- |
| /s/ Hans Bossenbroek | |
| By: | Luminis<br> International B.V. |
| Title: | Director<br> (jointly authorized) |
| Date: | April<br> 25, 2022 |
PLEDGEE’SSHAREHOLDERS’ COMPANIES:
| Hana-Bi B.V. | |
|---|---|
| /s/ Hans Bossenbroek | |
| Name: | Hans<br> Bossenbroek |
| Title: | Director<br> (solely authorized) |
| Date: | April<br> 25, 2022 |
| Illac Holdings B.V. | |
| --- | --- |
| /s/ A.J. (John) Merrell | |
| Name: | A.J.<br> (John) Merrell |
| Title: | Director<br> (solely authorized) |
| Date: | April<br> 25, 2022 |
MotorsportGames
T +1 305 507 8799
E info@motorsportgames.com
Wwww.motorsportgames.com
| 2 |
| --- | | CruXBA B.V. | | | --- | --- | | /s/ Laurens Miedema | | | Name: | Laurens<br> Miedema | | Title: | Director<br> (solely authorized) | | Date: | April<br> 25, 2022 | | Bassline B.V. | | | --- | --- | | /s/ Jeroen Bouvrie | | | Name: | Jeroen<br> Bouvrie | | Title: | Director<br> (solely authorized) | | Date: | April<br> 25, 2022 |
PLEDGEE’SSHAREHOLDERS:
| Hans Bossenbroek | |
|---|---|
| /s/ Hans Bossenbroek | |
| Date: | April 25, 2022 |
| John Merrell | |
| /s/ John Merrell | |
| Date: | April<br> 25, 2022 |
| Laurens Miedema | |
| /s/ Laurens Miedema | |
| Date: | April<br> 25, 2022 |
| Jeroen Bouvrie | |
|---|---|
| /s/ Jeroen Bouvrie | |
| Date: | April<br> 25, 2022 |
MotorsportGames
T +1 305 507 8799
E info@motorsportgames.com
Wwww.motorsportgames.com
| 3 |
| --- |