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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): May 9, 2025
Motorsport
Games Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39868 |
|
86-1791356 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
5972
NE 4th Avenue
Miami, FL |
|
33137 |
| (Address
of principal executive offices) |
|
(Zip
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, $0.0001 par value per share |
|
MSGM |
|
The
Nasdaq Stock Market LLC
(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.
Item
2.02 Results of Operations and Financial Condition.
On
May 9, 2025, Motorsport Games Inc. (the “Company”) issued a press release announcing its financial results for the quarter
ending March 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this report. The Press Release is deemed to be “furnished”
to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed to be “filed” for purposes
of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section. The Press Release shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
Item
7.01 Regulation FD Disclosure.
On
May 9, 2025, the Company posted on its website presentation materials related to the Company’s financial results for its fiscal
quarter ending March 31, 2025 (the “Presentation”). A copy of the Presentation is attached to this Form 8-K as Exhibit 99.2
and it is incorporated by reference into this Item 7.01. These materials may be amended or updated at any time and from time to time
through another Current Report on Form 8-K, a later Company filing, a later posting on the Company’s website or other applicable
means. The Presentation is deemed to be “furnished” to the SEC and it shall not be deemed to be “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The Presentation shall not be deemed to be
incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as may be expressly
set forth by specific reference in any such filing
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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
Games Inc. |
| |
|
|
| Date:
May 9, 2025 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
Exhibit
99.1
Motorsport
Games Reports First Quarter 2025 Financial Results
MIAMI,
Florida – May 9, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”)
today reported financial results for its first quarter ended March 31, 2025. The Company has also posted the first quarter 2025 earnings
slides highlighting key milestones that occurred during and subsequent to the period, which are accessible on the Company’s investor
relations website.
“Following
our recently announced closing of a $2.5 million private placement, led by virtual reality company Pimax, along with increased revenue
from our Le Mans Ultimate racing title, we are confident that the business is showcasing an improved outlook,” commented
Stephen Hood, President and Chief Executive Officer of Motorsport Games.
Hood
continued, “With the immediate future secure, the business is undertaking efforts to create opportunities for growth within our
existing portfolio of games but to also look for exciting new product opportunities that can benefit from the investment made into our
technology, as showcased with the successful Le Mans Ultimate simulation game”
“Looking
ahead, Q2 2025 is likely to be a busy period for our Le Mans Ultimate game with a significant update planned for June 10th
featuring new game features and the release of the final 2024 season content pack with more exciting news for the game set to be
released in the near future.”
First
Quarter 2025 and Subsequent Business Update
| |
● |
Net
income attributable to Motorsport Games Inc. of $1.0 million in Q1 2025 compared to a net loss of $1.7 million in Q1 2024, an improvement
of $2.7 million. |
| |
● |
Net
income attributable to Class A common stock was $0.33 per share in Q1 2025, compared to a net loss per share of $0.61 in Q1 2024. |
| |
● |
Released
update for Le Mans Ultimate in February 2025 that included the addition of three more LMGT3 category cars along with significant
quality of life improvements. |
| |
● |
Raised
$2.5 million in gross proceeds from a private placement of the Company’s Class A common stock and issuance of a pre-funded
warrant, which closed on April 11, 2025. |
Select
Financial Highlights for the Three Months Ended March 31, 2025
Revenue
for the first quarter of 2025 was approximately $1.8 million compared to approximately $3.0 million for the same period in the prior
year, a decrease of approximately $1.3 million, or 41.9%. Gross profit was $1.3 million compared to $2.4 million for the same period
in the prior year, a decrease of $1.1 million, while gross profit margin decreased to 73.5% from 78.0%.
Net
income for the first quarter of 2025 was $1.0 million, compared to a net loss of $1.7 million for the same period in the prior year,
an improvement of $2.7 million. The increase in net income is driven by an increase in other operating income of $0.5 million, which
represents the amount to be reimbursed to the Company for legal fees pursuant to the Innovate Settlement Agreement entered on March 27,
2025, a $1.7 million reduction in total operating expenses primarily related to headcount reductions in Q4 2024 and a $0.2 million gain
from the Settlement Agreement entered into with Luminis on February 20, 2025. Net income attributable to Class A common stock was $0.33
per share for the first quarter of 2025, compared to a net loss of $0.61 for the same period in the prior year.
Adjusted
EBITDA(1) for the first quarter of 2025 was $0.6 million, compared to an Adjusted EBITDA loss(1) of $1.0 million
for the same period in the prior year. The improvement in Adjusted EBITDA of $1.6 million was primarily due to the same factors driving
the previously discussed change in net income for the first quarter of 2025 when compared to the same period in the prior year, as well
as a decrease in stock-based compensation compared to the prior year period.
The
following table provides a reconciliation from net income (loss) to Adjusted EBITDA(1) for the first quarter of 2025 and 2024,
respectively:
| | |
Three Months Ended March 31, 2025 | | |
Three Months Ended March 31, 2024 | |
| Net income (loss) | |
$ | 1,022,613 | | |
$ | (1,683,398 | ) |
| Interest expense, net | |
| 13,010 | | |
| 30,882 | |
| Depreciation and amortization (1) | |
| 252,057 | | |
| 601,946 | |
| EBITDA | |
| 1,287,680 | | |
| (1,050,570 | ) |
| Gain from settlement of purchase commitment liabilities | |
| (175,460 | ) | |
| - | |
| Gain from Settlement Agreement | |
| (500,000 | ) | |
| - | |
| Stock-based compensation | |
| - | | |
| 68,191 | |
| Adjusted EBITDA | |
$ | 612,220 | | |
$ | (982,379 | ) |
| (1) |
Includes
$233,931 and $528,222 of amortization expenses included in cost of revenues for the three months ended March 31, 2025 and 2024, respectively. |
Cash
Flow and Liquidity
As
of March 31, 2025, the Company had cash and cash equivalents of approximately $1.1 million, which increased to $3.1 million as of April
30, 2025. The increase in cash and cash equivalents was primarily due to $2.35 million in net proceeds from a private placement of the
Company’s Class A common stock and issuance of a pre-funded warrant, which closed on April 11, 2025. During the three months ended
March 31, 2025, the Company generated an average positive cash flow from operations of approximately $0.1 million per month, and while
it has taken, and continues to take measures to reduce its costs, the Company expects to have a net cash outflow from operations for
the foreseeable future as it continues to develop its product portfolio and invest in developing new video game titles.
The
Company’s future liquidity and capital requirements include funds to support the planned costs to operate its business, including
amounts required to fund working capital, support the development and introduction of new products, maintain existing titles, and certain
capital expenditures.
In
order to address its liquidity shortfall, the Company continues to explore several options, including, but not limited to: i) additional
funding in the form of potential equity and/or debt financing arrangements or similar transactions (collectively, “Capital Financing”);
ii) other strategic alternatives for its business, including, but not limited to, the sale or licensing of the Company’s assets;
and iii) cost reduction and restructuring initiatives, each of which is described more fully below.
On
October 3, 2024, the Company implemented additional measures intended to continue to bring down its year-over-year operating expense
through a reduction of the Company’s workforce primarily in the United States and the United Kingdom by approximately 23 employees
and contractors. The workforce reduction impacted approximately 23 individuals or 38% of the Company’s employees worldwide. The
Company recorded a restructuring charge related to the workforce reduction, primarily consisting of severance and redundancy costs of
approximately $0.2 million. The Company recognized and paid out the majority of the restructuring charge in the fourth quarter of fiscal
year 2024.
On
July 29, 2024, the Company completed a registered direct offering of shares of common stock and pre-funded warrants to purchase shares
of common stock and concurrent private placement of warrants to purchase shares of common stock with H.C. Wainwright & Co., LLC acting
as the exclusive placement agent, which offerings raised approximately $1.0 million in gross proceeds before deducting the placement
agent’s fees and other offering expenses. The Company intends to use the net proceeds from this offering for working capital and
general corporate purposes.
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 (the “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 (the “Class
A Common Stock”) and (ii) a pre-funded warrant (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 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, representing a premium of approximately 33% to the closing price of
the Company’s Class A common stock as of April 10, 2025. The Company received net proceeds of approximately $2.35 million from
the Private Placement, after deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds
received from the Private Placement primarily for working capital and general corporate expenses and other strategic initiatives approved
by the Company’s board of directors.
Due
to the continuing uncertainty surrounding the Company’s ability to raise funding in the form of potential Capital Financing, and
in light of its liquidity position and anticipated future funding requirements, the Company continues to explore other strategic alternatives
and potential options for its business, including, but not limited to, the sale or licensing of certain of the Company’s assets
in addition to the past sales of its NASCAR License and Traxion.
If
any such additional strategic alternative is executed, it is expected it would help to improve the Company’s working capital position
and reduce overhead expenditures, thereby lowering the Company’s expected future cash-burn, and provide some short-term liquidity
relief. Nonetheless, even if the Company is successful in implementing one or more additional strategic alternatives, the Company will
continue to require additional funding and/or further cost reduction measures in order to continue operations, which includes further
restructuring of its business and operations. There are no assurances that the Company will be successful in implementing any additional
strategic plans for the sale or licensing of its assets, or any other strategic alternative, which may be subject to the satisfaction
of conditions beyond the Company’s control.
As
the Company continues to address its liquidity constraints, the Company may need to make further adjustments to its product roadmap in
order to reduce operating cash burn. Additionally, the Company continues to seek to improve its
liquidity through maintaining and enhancing cost control initiatives. The Company plans to continue evaluating the structure of
its business for additional changes in order to improve both its near-term and long-term liquidity position, as well as create a healthy
and sustainable Company from which to operate.
There
can be no assurance that the Company would be able to take any of the actions referred to above because of a variety of commercial or
market factors, including, without limitation, market conditions being unfavorable for an equity or debt issuance or similar transactions,
loans not being available from third parties, or that the transactions may not be permitted under the terms of the Company’s various
debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related
party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its capital requirements if the actions
that the Company is able to consummate do not generate a sufficient amount of additional capital.
(1)Use
of Non-GAAP Financial Measures
Adjusted
EBITDA (the “Non-GAAP Measure”) is not a financial measure defined by U.S. generally accepted accounting principles (“U.S.
GAAP”). Reconciliations of the Non-GAAP Measure to net income (loss), its most directly comparable financial measure, calculated
and presented in accordance with U.S. GAAP, are presented in the tables above.
Adjusted
EBITDA, a measure used by management to assess the Company’s operating performance, is defined as EBITDA, which is net income (loss)
plus interest expense, depreciation and amortization, less income tax benefit (if any), adjusted to exclude: (i) gain from settlement
of license liabilities and other agreements; (ii) impairment of intangible assets; (iii) loss contingency expense; and (iv) stock-based
compensation expenses.
The
Company uses the Non-GAAP Measure to manage its business and evaluate its financial performance, as Adjusted EBITDA eliminates items
that affect comparability between periods that the Company believes are not representative of its core ongoing operating business. Additionally,
management believes that using the Non-GAAP Measure is useful to its investors because it enhances investors’ understanding and
assessment of the Company’s normalized operating performance and facilitates comparisons to prior periods and its competitors’
results (who may define Adjusted EBITDA differently).
The
Non-GAAP Measure is not a recognized term under U.S. GAAP and does not purport to be an alternative to revenue, income/loss from operations,
net (loss) income, or cash flows from operations or as a measure of liquidity or any other performance measure derived in accordance
with U.S. GAAP. Additionally, the Non-GAAP Measure is not intended to be a measure of free cash flows available for management’s
discretionary use, as it does not consider certain cash requirements, such as interest payments, tax payments, working capital requirements
and debt service requirements. The Non-GAAP Measure has limitations as an analytical tool, and investors should not consider it in isolation
or as a substitute for the Company’s results as reported under U.S. GAAP. Management compensates for the limitations of using the
Non-GAAP Measure by using it to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting
the business than would be presented by using only measures in accordance with U.S. GAAP. Because not all companies use identical calculations,
the Non-GAAP Measure may not be comparable to other similarly titled measures of other companies.
Conference
Call and Webcast Details
The
Company will host a conference call and webcast at 5:00 p.m. ET today, May 9, 2025, to discuss its financial results. The live conference
call can be accessed by dialing 1-800-267-6316 or 1-203-518-9783 and using Conference ID “MOTOR”. Alternatively, participants
may access the live webcast on the Motorsport Games Investor Relations website at https://ir.motorsportgames.com under “Events.”
About
Motorsport Games:
Motorsport
Games is a racing game developer, publisher and esports ecosystem provider of official motorsport racing series. Combining innovative
and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make
racing games that are authentically close to reality. The Company is the officially licensed video game developer and publisher for iconic
motorsport racing series including the 24 Hours of Le Mans and the FIA World Endurance Championship, recently releasing Le Mans Ultimate
in Early Access. Motorsport Games also owns the industry leading rFactor 2 and KartKraft simulation platforms. rFactor 2 also serves
as the official sim racing platform of Formula E, while also powering F1 Arcade through a partnership with Kindred Concepts. Motorsport
Games is also an award-winning esports partner of choice for the 24 Hours of Le Mans, creating the renowned Le Mans Virtual Series.
Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and
every race inspires.
For
more information about Motorsport Games visit: www.motorsportgames.com.
Forward-Looking
Statements
Certain
statements in this press release, the related conference call and webcast which are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements
or information in this press release, the related conference call and webcast that are not statements or information of historical fact
may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,”
“should,” “expect,” “expected,” “plans,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning (i)
our confidence that the Company is showcasing an improved outlook; (ii) our efforts to create opportunities for growth within our current
portfolio of games and new product opportunities that can benefit from the investment made in our technology; (iii) the significant update
planned for our Le Mans Ultimate game featuring new game features, the release of the final 2024 content pack and more exciting news
for the game set to be released in the near future; (iv) not having sufficient cash on hand to fund operations over the next year and
additional funding being required in order to continue operations; (v) obtaining additional funding in the form of potential equity and/or
debt financing arrangements or similar transactions; (vi) entering into strategic alternatives for the Company’s business, including,
but not limited to, the sale or licensing of the Company’s assets in addition to past sales of its NASCAR license and Traxion;
and (vii) the Company’s ability to improve its liquidity through further cost reduction and restructuring initiatives.
All
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements, many of which are generally outside of the Company’s control and are difficult
to predict. Examples of such risks and uncertainties include, but are not limited to: (i) difficulties, delays or less than expected
results in achieving the Company’s growth plans, objectives and expectations, including delays in the release of new game features
and the release of the final 2024 season content pack, failure to improve the Company’s long-term funding needs in order to produce
the great game experiences it has proved it can offer under its new business structure, decreased sales of the Company’s products
due to the disposition of key assets, further changes in the Company’s product roadmap, the Company’s inability to deliver
new products and/or new content or features for existing products, and/or the Company’s inability, in whole or in part, to continue
to execute its business strategies and plans, such as due to less than anticipated customer acceptance of its new game titles and/or
less than anticipated benefits from its future technologies, the Company experiencing difficulties or the inability to launch its games
as planned, less than anticipated performance of the games impacting customer acceptance and sales and/or greater than anticipated costs
and expenses to develop and launch its games, including, without limitation, higher than expected labor costs, the Company’s inability
to establish partnerships with additional service providers to come onboard to the Company’s ecosystem and, in addition to the
factors set forth in (ii) through (vi) below, the Company’s continuing financial condition and ability to obtain additional debt
and/or equity financing to meet its liquidity requirements, such as the going concern qualification on the Company’s annual audited
financial statements posing difficulties in obtaining new financing on terms acceptable to the Company, or at all; (ii) difficulties,
delays in or unanticipated events that may impact the timing and scope of new or planned products, features, events or other offerings;
(iii) less than expected benefits from implementing the Company’s management strategies and/or adverse economic, market and geopolitical
conditions that negatively impact industry trends, such as significant changes in the labor markets, an extended or higher than expected
inflationary environment, a higher interest rate environment, tax increases impacting consumer discretionary spending and/or quantitative
easing that results in higher interest rates that negatively impact consumers’ discretionary spending; (iv) greater than anticipated
negative operating cash flows such as due to higher than expected development costs, higher interest rates and/or higher inflation, or
failure to achieve the expected savings under any cost reduction and restructuring initiatives; (v) difficulties and/or delays in resolving
the Company’s liquidity and capital requirements due to reasons including, without limitation, difficulties in securing funding
that is on commercially acceptable terms to the Company or at all, such as the Company’s inability to complete in whole or in part
any potential debt and/or equity financing transactions or similar transactions, any inability to achieve cost reductions, including,
without limitation, those which the Company expects to achieve through any cost reduction and restructuring initiatives, as well as any
inability to consummate one or more strategic alternatives for the Company’s business, including, but not limited to, the sale
or licensing of the Company’s assets, and/or less than expected benefits resulting from any such strategic alternative; and/or
(vi) difficulties, delays or the Company’s inability to successfully complete any cost reduction and restructuring initiatives,
in whole or in part, which could result in less than expected operating and financial benefits from such actions, as well as delays in
completing any cost reduction and restructuring initiatives, which could reduce the benefits realized from such activities; higher than
anticipated restructuring charges and/or payments and/or changes in the expected timing of such charges and/or payments; and/or less
than anticipated annualized cost reductions from any cost reduction and restructuring initiatives and/or changes in the timing of realizing
such cost reductions, such as due to less than anticipated liquidity to fund such activities and/or more than expected costs to achieve
the expected cost reductions.
Factors
other than those referred to above could also cause the Company’s results to differ materially from expected results. Additional
examples of such risks and uncertainties include, but are not limited to: (i) the Company’s ability (or inability) to maintain
existing, and to secure additional, licenses and other agreements with various racing series; (ii) the Company’s ability to successfully
manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (iii) unanticipated operating costs,
transaction costs and actual or contingent liabilities; (iv) the ability to attract and retain qualified employees and key personnel;
(v) adverse effects of increased competition; (vi) changes in consumer behavior, including as a result of general economic factors, such
as increased inflation, higher energy prices and higher interest rates; (vii) the Company’s inability to protect its intellectual
property; and/or (vii) local, industry and general business and economic conditions.
Additional
factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be
found in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024,
its Quarterly Reports on Form 10-Q filed with the SEC during 2025, as well as in its subsequent filings with the SEC. The Company anticipates
that subsequent events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation,
and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and
should not be relied upon as representing the Company’s plans and expectations as of any subsequent date.
Website
and Social Media Disclosure
Investors
and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com),
SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate
with our investors and the public about our company and our products. It is possible that the information we post on our websites, social
media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our
company to review the information we post on the websites, social media channels and blogs, including the following (which list we will
update from time to time on our investor relations website):
| Websites |
|
Social
Media |
| motorsportgames.com |
|
Twitter:
@msportgames |
| |
|
Instagram:
msportgames |
| |
|
Facebook:
Motorsport Games |
| |
|
LinkedIn:
Motorsport Games |
The
contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.
Contacts:
Investors:
Investors@motorsportgames.com
Media:
PR@motorsportgames.com
Appendix:
The
following tables provide a comparative summary of the Company’s financial results for the periods presented:
MOTORSPORT
GAMES INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
Three Months Ended March 31, | |
| | |
2025 | | |
2024 | |
| Revenues | |
$ | 1,758,453 | | |
$ | 3,029,036 | |
| Cost of revenues | |
| 465,386 | | |
| 666,627 | |
| Gross profit | |
| 1,293,067 | | |
| 2,362,409 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Sales and marketing | |
| 97,701 | | |
| 250,386 | |
| Development | |
| 601,953 | | |
| 1,063,357 | |
| General and administrative [1] | |
| 1,168,482 | | |
| 2,190,266 | |
| Depreciation and amortization | |
| 18,126 | | |
| 73,724 | |
| Total operating expenses | |
| 1,886,262 | | |
| 3,577,733 | |
| Other operating income | |
| 500,000 | | |
| - | |
| Loss from operations | |
| (93,195 | ) | |
| (1,215,324 | ) |
| Interest expense | |
| (13,010 | ) | |
| (30,882 | ) |
| Other income (expense), net | |
| 1,128,818 | | |
| (437,192 | ) |
| Net income (loss) | |
| 1,022,613 | | |
| (1,683,398 | ) |
| Less: Net loss attributable to non-controlling interest | |
| (18,445 | ) | |
| (18,442 | ) |
| Net income (loss) attributable to Motorsport Games Inc. | |
$ | 1,041,058 | | |
$ | (1,664,956 | ) |
| | |
| | | |
| | |
| Net income (loss) per Class A common share attributable to Motorsport Games Inc.: | |
| | | |
| | |
| Basic and diluted | |
$ | 0.33 | | |
$ | (0.61 | ) |
| Weighted-average shares of Class A common stock outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 3,183,558 | | |
| 2,722,728 | |
| [1] |
Includes
related party expenses of $37,500 and $81,217 for the three months ended March 31, 2025 and 2024, respectively. |
Exhibit
99.2
v3.25.1
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|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Motorsport Games (NASDAQ:MSGM)
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