Motorsport Games (MSGM) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 25, 2024, to vote on two key proposals related to recent financing activities and corporate governance.

• The main agenda is to approve the exercise of warrants issued in a July 2024 private placement, allowing the purchase of up to 949,310 shares of Class A common stock.

• The company raised approximately $1.0 million in gross proceeds from the private placement to address cash and funding needs, with net proceeds of about $0.9 million after fees.

• Approval of the warrant exercise could provide up to an additional $2.1 million in gross proceeds if all warrants are exercised for cash.

• The board unanimously recommends voting in favor of both proposals to support ongoing operations and shareholder value.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the exercise of warrants to purchase up to 949,310 shares of Class A common stock, as required by Nasdaq rules.

• Proposal 2 requests authorization to adjourn the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of voting power present in person or by proxy for approval; abstentions count as votes against.

• No other proposals will be presented at the meeting.

• Stockholder proposals for the 2025 annual meeting must be submitted by December 20, 2024, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is actively soliciting proxies and recommends voting for both proposals.

• The board may adjourn the meeting without further notice if necessary, provided the adjournment is for 30 days or less.

• The board is responsible for the cost of proxy solicitation and may use various communication methods.