Motorsport Games adopts stockholder rights plan expiring July 2027

Motorsport Games Inc. (NASDAQ: MSGM) announced that its Board of Directors has unanimously approved a limited duration stockholder rights plan, effective immediately and set to expire on July 20, 2027.

Under the plan, the board declared a dividend of one right for each outstanding share of Class A common stock, with a record date of August 3, 2026.

The rights become exercisable if any person or group acquires beneficial ownership of 12.5% or more of Motorsport Games' outstanding Class A common stock, or if an existing stockholder already at that threshold increases its holdings by one or more shares. If triggered, each right entitles its holder to purchase additional Class A shares at the then-current exercise price with a market value equal to twice that price. The acquiring person's rights would become void.

In a merger or business combination following a triggering acquisition, rights holders may instead purchase shares of the acquiring company's common stock at the same twice-the-exercise-price terms.

The board may redeem the rights at $0.001 per right or exchange each right for one share of Class A common stock, subject to adjustment.

According to a press release, the board cited recent significant accumulations of Class A common stock by certain stockholders as context for the plan's adoption, though the plan was not adopted in response to any specific takeover bid. The company stated the plan is not intended to interfere with board-approved mergers, sales, or other business combinations.

Motorsport Games is a racing game developer and publisher based in Miramar, Florida.

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