# Motorsport Games Inc. (MSGM) — capital_raise/public_offering [completed]
Source: SEC API (secapi.ai) · situation sit_32d27bfa6dc0b576c2d3 · retrieved 2026-08-12T21:23:46.658Z

## Overview
Motorsport Games Inc. is a prepackaged software company that develops gaming software.

Motorsport Games Inc. adopted a preferred stock rights agreement (poison pill) on July 22, 2026, declaring a dividend of one right per outstanding share of Class A Common Stock to shareholders of record on August 3, 2026. The rights agreement, executed with ClearTrust, LLC as rights agent, triggers upon any person or group acquiring 12.5% or more beneficial ownership of the company's common stock. Each right entitles holders to purchase one one-thousandth of a share of Series A Participating Preferred Stock at an initial purchase price of $25.00 per right, subject to adjustment. The rights expire on July 20, 2027, and include flip-in and flip-over provisions that significantly dilute an acquiring person's stake if triggered. The company may redeem the rights at $0.001 per right prior to the distribution time.

## Terms
- Counterparty: ClearTrust, LLC · Stake: 12.5% · Price/share: $25

## Key dates
- Record 2026-08-03 · Expiry 2027-07-20 · Completed 2026-07-22

## Timeline
- 2026-07-23 · 8-K (0001493152-26-034333): 8-K - Motorsport Games Inc. — *Motorsport Games Inc. is a prepackaged software company that develops gaming software.* Motorsport Games Inc. adopted a preferred stock rights agreement (poison pill) on July 22, 2026, declaring a dividend of one right per outstanding share of Class A Common Stock to shareholders of record on August 3, 2026. The rights agreement, executed with ClearTrust, LLC as rights agent, triggers upon any person or group acquiring 12.5% or more beneficial ownership of the company's common stock. Each right entitles holders to purchase one one-thousandth of a share of Series A Participating Preferred Stock at an initial purchase price of $25.00 per right, subject to adjustment. The rights expire on July 20, 2027, and include flip-in and flip-over provisions that significantly dilute an acquiring person's stake if triggered. The company may redeem the rights at $0.001 per right prior to the distribution time.
  https://www.sec.gov/Archives/edgar/data/1821175/0001493152-26-034333.txt

## Citations
- 0001493152-26-034333 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226034333