In an SEC filing dated a couple of days ago, Motorsport Games have announced they have “received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market”.
This isn’t the first time Motorsport Games have had a letter like this, and while it was previously resolved with a stock split and other financial wrangling, that’s not really possible this time. However, having seen multiple people questioning whether this will affect Le Mans Ultimate, rFactor 2, or Motorsport Games itself, I have to say… I doubt it.
The same SEC filing gives the company “45 calendar days, or until January 2, 2024, to submit a plan”, and then can be granted “an extension of up to 180 calendar days from the date of the Letter for the Company to evidence compliance”. This means Motorsport Games has potentially until June 26, 2024 to make significant changes.
While the NASDAQ listing agents could give the company less than 180 days, Le Mans Ultimate is scheduled for released in February, 2024, more than four months before the full 180 days would be up.
Relevant text from SEC filing:
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 17, 2023, Motorsport Games Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company reported stockholders’ equity of $498,897, which was below the Stockholders’ Equity Requirement. Additionally, the Company did not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, which include (i) a market value of listed securities of at least $35 million or (ii) net income of $500,000 from continuing operations in the most recently completed fiscal year or in two of the three most recently completed fiscal years.
In accordance with Nasdaq rules, the Company has 45 calendar days, or until January 2, 2024, to submit a plan to the Staff to regain compliance (the “Compliance Plan”) with the Stockholders’ Equity Requirement. If the Compliance Plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Letter for the Company to evidence compliance.
The Letter has no immediate effect on the listing of the Company’s Class A common stock, and the Company’s Class A common stock continues to trade on The Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements.
The Company intends to submit the Compliance Plan to the Staff on or before January 2, 2024 and is considering available options to regain compliance with the Stockholders’ Equity Requirement, which includes, but is not limited to, potential equity and/or debt financing arrangements or similar transactions. However, there is no assurance that the Company will be successful in developing the Compliance Plan, that the Compliance Plan will be accepted by Nasdaq, or even if it is accepted, that the Company will ultimately be able to regain compliance with the Stockholders’ Equity Requirement within the allotted extension period, which may be less than 180 calendar days.