Item 3.02. Unregistered Sales of Equity Securities.

On January 12, 2021, Motorsport Games Inc. (the "Company") awarded Dmitry Kozko, the Company's Chief Executive Officer, (i) 20,333 shares of the Company's Class A common stock (the "Restricted Shares") and (ii) stock options to purchase 203,333 restricted shares of the Company's Class A common stock (the "Restricted Options") at an exercise price of $20.00 per share, in each case, subject to the satisfaction of certain conditions pursuant to Mr. Kozko's employment agreement with the Company. On January 15, 2021, the Restricted Shares and the Restricted Options were issued to Mr. Kozko in connection with the Company's initial public offering, which vested immediately upon issuance. The Restricted Options expire on January 12, 2031. The Restricted Shares and the Restricted Options were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering.




Item 8.01. Other Events.

On January 15, 2021, the Company completed its initial public offering of 3,450,000 shares of its Class A common stock at a price to the public of $20.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 450,000 shares of the Company's Class A common stock. The gross proceeds to the Company from the initial public offering were approximately $69.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.





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