Pimax VR Company Invests $2.5 Million Investment In Motorsport Games

I’m really happy to share, as a former employee of Studio 397 and huge fan of the rFactor 2 engine being used in Le Mans Ultimate, that VR manufacturer Pimax and Motorsport Games have today announced a $2.5 million dollar investment deal. Along with the fairly recent $1M of investment, this might be a good sign that Motorsport Games and, more importantly Studio 397, will survive.

Press release:

Motorsport Games Inc. Announces $2.5 Million Strategic Investment led by Virtual Reality Company Pimax

MIAMI, Florida – April 15, 2025 – Motorsport Games Inc. (“Motorsport Games” or “the Company”), the racing game developer and publisher of prominent simulation racing (or “sim racing”) titles including Le Mans Ultimate, is today announcing a private placement offering for gross proceeds of approximately $2.5 million, before deducting offering expenses, pursuant to a definitive agreement entered into on April 11, 2025 (the “Purchase Agreement”) with certain institutional and accredited investors, including an affiliate of Pimax Innovation Inc. (“Pimax”), a Delaware technology company and a global leader in high-end virtual reality (“VR”) headsets, to issue 1,894,892 shares of the Company’s Class A common stock and a pre-funded warrant to purchase up to 377,836 shares of Class A common stock at an exercise price of $0.0001 per share.

The private placement closed as to gross proceeds of $2.4 million from the majority of the investors on April 11, 2025, and is expected to close as to the remaining $100,000 with one investor on April 15, 2025. The pre-funded warrant will be exercisable upon the effective date of stockholder approval of the issuance of the shares issuable upon the exercise thereof. The purchase price for one share of Class A common stock was $1.10 and the purchase price for one pre-funded warrant was $1.0999 per share, representing a premium of approximately 33% to the closing price of the Company’s Class A common stock as of April 10, 2025.

The investment is expected to improve the Company’s cash position, fund working capital and general corporate expenses, and also provide funding to accelerate future product development whilst helping the Company regain compliance with The Nasdaq Capital Market’s minimum stockholders’ equity requirement set forth in Listing Rule 5550(b)(1). Pursuant to the terms of the Purchase Agreement, the Company agreed to appoint an individual designated by the purchasers that purchased at least 50.1% in interest of the shares and the pre-funded warrants based on the initial subscription amounts under the Purchase Agreement to serve as a Class II director on the Company’s board of directors for a term expiring at the Company’s 2026 annual meeting of stockholders. The Purchase Agreement further provides that the purchasers holding a 50.1% interest in the securities issued upon closing of the private placement shall have the right to appoint an individual to the Company’s management team, subject to board approval.

Stephen Hood, Chief Executive Officer and President of Motorsport Games, stated, “We have been very happy with the response to our very public desire to seek further investment in the Company and after comprehensive talks with Pimax, we are delighted to conclude their investment in Motorsport Games. This investment comes at a premium of approximately 33% over the closing price of the Company’s Class A common stock as of April 10, 2025, which we believe will inspire confidence in our company. Both parties are excited about the potential synergies between our companies. With Motorsport Games’ leading Le Mans Ultimate racing simulation title featuring some of the best virtual reality gaming today and Pimax leading the market with innovative VR hardware, the opportunity to combine efforts and deliver a new era in a growing market is infinitely more feasible when working as one.”

Mr. Hood continued, “We are excited to have Pimax as partners and believe that it represents excellent value to our shareholders as we solidify the Company’s financial position to give greater confidence in our ability to excel. Similarly, we expect favorable reception from our passionate fans who are likely to be as excited as we are to have additional funding available for the business.”

Robin Weng, Founder and Chairman of Pimax commented “Sim racing players make up a vital part of the Pimax community. Through our partnership with Motorsport Games, we aim to better understand and address the specific needs of this user group, enhancing their experience with tailored VR solutions. We believe the future of sim racing lies in the shift from flat screens to fully immersive VR. Motorsport Games, known for its industry-leading realism, shares our belief that realism is the most important metric in user experience. Together, we’re accelerating this transition and pushing the boundaries of immersion. Pimax will continue to explore similar vertical partnerships to strengthen our user-focused strategy, build deeper engagement, and grow long-term loyalty within our passionate communities.”

The securities sold and to be sold in the offering, including the shares of Class A common stock underlying the pre-funded warrant, were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered common warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Motorsport Games:

Motorsport Games is a racing game developer, publisher and esports ecosystem provider of official motorsport racing series. Combining innovative and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make racing games that are authentically close to reality. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series including the 24 Hours of Le Mans and the FIA World Endurance Championship, recently releasing Le Mans Ultimate in Early Access. Motorsport Games also owns the industry leading rFactor 2 and KartKraft simulation platforms. rFactor 2 also serves as an official simulation racing platform of Formula E, while also powering F1 Arcade through a partnership with Kindred Concepts. Motorsport Games is also an award-winning esports partner of choice for the 24 Hours of Le Mans, creating the renowned Le Mans Virtual Series. Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and every race inspires.

For more information about Motorsport Games visit: www.motorsportgames.com