Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39868 | ||
Entity Registrant Name | Motorsport Games Inc. | ||
Entity Central Index Key | 0001821175 | ||
Entity Tax Identification Number | 86-1791356 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5972 NE 4th Avenue | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33137 | ||
City Area Code | (305) | ||
Local Phone Number | 507-8799 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | MSGM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,331,755 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Stock, Voting Rights | Holders of Class A and Class B common stock are entitled to one-vote and ten-votes, respectively, for each share held on all matters submitted to a vote of stockholders | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Miami, Florida | ||
At The Market [Member] | |||
Entity Information [Line Items] | |||
Available for future sales | $ 2,900,000 | ||
Available for future sales | 1,100,000 | ||
Common Class A [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,722,728 | ||
Common Stock, Voting Rights | Class A common stock, with 1 vote per share | ||
Common Class A [Member] | Driven Lifestyle Group LLC [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,480,385 | ||
Common Class A [Member] | Canaccord Genuity LLC [Member] | Equity Distribution Agreement [Member] | |||
Entity Information [Line Items] | |||
Available for future sales | $ 10,000,000 | ||
Common Class B [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 700,000 | ||
Common Stock, Voting Rights | Class B common stock, with 10 votes | ||
Common Class B [Member] | Driven Lifestyle Group LLC [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 700,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,675,210 | $ 979,306 |
Accounts receivable, net of allowances of $450,000 and $2,252,383 as of December 31, 2023 and 2022, respectively | 735,839 | 1,809,110 |
Prepaid expenses and other current assets | 1,106,848 | 1,048,392 |
Total Current Assets | 3,517,897 | 4,043,340 |
Property and equipment, net | 247,693 | 522,433 |
Operating lease right of use assets | 197,307 | 971,789 |
Intangible assets, net | 5,795,807 | 13,360,230 |
Total Assets | 9,758,704 | 18,897,792 |
Current Liabilities: | ||
Accounts payable | 813,659 | 2,372,219 |
Accrued expenses and other liabilities | 1,891,315 | 3,416,424 |
Purchase commitments | 4,656,538 | 2,563,216 |
Operating lease liabilities (current) | 153,015 | 380,538 |
Total Current Liabilities | 7,592,243 | 13,321,608 |
Operating lease liabilities (non-current) | 45,659 | 617,288 |
Other non-current liabilities | 31,098 | 3,055,498 |
Total Liabilities | 7,669,000 | 16,994,394 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; authorized 1,000,000 and 1,000,000 shares; and none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 91,923,311 | 76,446,061 |
Accumulated deficit | (87,030,270) | (73,979,131) |
Accumulated other comprehensive loss | (1,850,216) | (933,406) |
Total Stockholders’ Equity Attributable to Motorsport Games Inc. | 3,043,164 | 1,533,711 |
Non-controlling interest | (953,460) | 369,687 |
Total Stockholders’ Equity | 2,089,704 | 1,903,398 |
Total Liabilities and Stockholders’ Equity | 9,758,704 | 18,897,792 |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock, value | 269 | 117 |
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock, value | 70 | 70 |
Related Party [Member] | ||
Current Assets: | ||
Due from related parties | 206,532 | |
Current Liabilities: | ||
Due to related parties | $ 77,716 | $ 4,589,211 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Allowances for doubtful accounts receivable | $ 450,000 | $ 2,252,383 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,722,728 | 1,183,812 |
Common stock, shares outstanding | 2,722,728 | 1,183,812 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, shares issued | 700,000 | 700,000 |
Common stock, shares outstanding | 700,000 | 700,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenues | $ 6,909,674 | $ 10,324,559 | |
Cost of revenues | [1] | 3,620,495 | 4,960,317 |
Gross Profit | 3,289,179 | 5,364,242 | |
Operating Expenses: | |||
Sales and marketing | [2] | 1,690,772 | 6,172,324 |
Development | [3] | 7,237,154 | 10,417,260 |
General and administrative | [4] | 9,367,030 | 13,764,177 |
Impairment of goodwill | 4,788,270 | ||
Impairment of intangible assets | 4,004,627 | 4,828,478 | |
Depreciation and amortization | 398,701 | 420,137 | |
Total Operating Expenses | 22,698,284 | 40,390,646 | |
Loss From Operations | (19,409,105) | (35,026,404) | |
Interest expense | [5] | (772,989) | (1,148,204) |
Other income (expense), net | 5,858,909 | (665,846) | |
Net Loss | (14,323,185) | (36,840,454) | |
Less: Net loss attributable to non-controlling interest | (1,272,046) | (849,649) | |
Net Loss Attributable to Motorsport Games Inc. | $ (13,051,139) | $ (35,990,805) | |
Net loss per Class A common share attributable to Motorsport Games, Inc.: | |||
Basic | $ 5.06 | $ 30.73 | |
Diluted | $ 5.06 | $ 30.73 | |
Weighted-average shares of Class A common stock outstanding: | |||
Basic | 2,577,451 | 1,171,323 | |
Diluted | 2,577,451 | 1,171,323 | |
[1]Includes related party costs of $ 0 6,228 17,076 565,759 51,516 76,093 379,944 394,358 0 75,616 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party costs | [1] | $ 3,620,495 | $ 4,960,317 |
Selling and Marketing Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party expenses | 17,076 | 565,759 | |
Research and Development Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party expenses | 51,516 | 76,093 | |
General and Administrative Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party expenses | 379,944 | 394,358 | |
Interest Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party expenses | 0 | 75,616 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Related party costs | $ 0 | $ 6,228 | |
[1]Includes related party costs of $ 0 6,228 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss | $ (14,323,185) | $ (36,840,454) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (916,810) | 11,969 |
Comprehensive loss | (15,239,995) | (36,828,485) |
Comprehensive loss attributable to non-controlling interests | (1,323,147) | (892,978) |
Comprehensive loss attributable to Motorsport Games Inc. | $ (13,916,848) | $ (35,935,507) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2021 | $ 116 | $ 70 | $ 75,652,853 | $ (37,988,326) | $ (945,375) | $ 36,719,338 | $ 1,262,665 | $ 37,982,003 |
Shares, outstanding at Dec. 31, 2021 | 1,163,590 | 700,000 | ||||||
Equity settled issuance costs | 40,000 | 40,000 | 40,000 | |||||
Equity settled issuance costs, shares | 7,576 | |||||||
Issuance of common stock | $ 1 | 38,685 | 38,686 | 38,686 | ||||
Issuance of common stock, shares | 8,877 | |||||||
Stock-based compensation | 714,523 | 714,523 | 714,523 | |||||
Stock-based compensation, shares | 3,769 | |||||||
Other comprehensive loss | 11,969 | 11,969 | (43,329) | (31,360) | ||||
Net loss | (35,990,805) | (35,990,805) | (849,649) | (36,840,454) | ||||
Balances at Dec. 31, 2022 | $ 117 | $ 70 | 76,446,061 | (73,979,131) | (933,406) | 1,533,711 | 369,687 | 1,903,398 |
Shares, outstanding at Dec. 31, 2022 | 1,183,812 | 700,000 | ||||||
Issuance of common stock | $ 74 | 10,571,460 | 10,571,534 | 10,571,534 | ||||
Issuance of common stock, shares | 734,741 | |||||||
Stock-based compensation | 957,302 | 957,302 | 957,302 | |||||
Stock-based compensation, shares | 23,790 | |||||||
Other comprehensive loss | (916,810) | (916,810) | (51,101) | (967,911) | ||||
Net loss | (13,051,139) | (13,051,139) | (1,272,046) | (14,323,185) | ||||
Issuance of common stock for extinguishment of related party debt | $ 78 | 3,948,488 | 3,948,566 | 3,948,566 | ||||
Issuance of common stock for extinguishment of related party debt, shares | 780,385 | |||||||
Balances at Dec. 31, 2023 | $ 269 | $ 70 | $ 91,923,311 | $ (87,030,270) | $ (1,850,216) | $ 3,043,164 | $ (953,460) | $ 2,089,704 |
Shares, outstanding at Dec. 31, 2023 | 2,722,728 | 700,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (14,323,185) | $ (36,840,454) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on impairment of intangible assets | 4,004,627 | 4,828,478 |
Loss on impairment of goodwill | 4,788,270 | |
Loss on disposal of property and equipment | 610 | 108,716 |
Gain on sale of NASCAR License | (3,037,341) | |
Depreciation and amortization | 2,115,430 | 2,062,552 |
Purchase commitment and license liability interest accretion | 646,022 | 957,938 |
Non-cash lease expense | 423,683 | |
Stock-based compensation | 957,302 | 714,523 |
Changes in the fair value of warrants | (446,902) | |
Sales return and price protection reserves | (25,427) | 1,818,397 |
Changes in assets and liabilities, net of acquisitions and the effect of consolidation of equity affiliates: | ||
Accounts receivable | 1,374,897 | 1,808,542 |
Due from related parties | 206,035 | (582,435) |
Operating lease liabilities | (24,664) | (397,671) |
Prepaid expenses and other assets | (59,021) | 133,890 |
Accounts payable | (1,640,692) | 525,292 |
Due to related parties | (562,481) | 644,247 |
Accrued expenses and other liabilities | (2,101,392) | (514,438) |
Net cash used in operating activities | (12,916,182) | (19,520,470) |
Cash flows from investing activities: | ||
Proceeds from sale of NASCAR License | 5,000,000 | |
Purchase of intangible assets | (757,500) | |
Purchase of property and equipment | (31,653) | (292,446) |
Net cash provided by (used in) investing activities | 4,210,847 | (292,446) |
Cash flows from financing activities: | ||
Advances from related parties | 3,766,667 | |
Repayments of purchase commitment liabilities | (850,000) | (1,730,000) |
Issuance of common stock from stock purchase commitment agreement | 644,750 | 38,686 |
Issuance of common stock from registered direct offerings | 10,404,784 | |
Payment of license liabilities | (262,500) | (362,500) |
Net cash provided by financing activities | 9,937,034 | 1,712,853 |
Effect of exchange rate changes on cash and cash equivalents | (535,795) | 1,259,729 |
Net increase (decrease) in cash and cash equivalents | 695,904 | (16,840,334) |
Total cash and cash equivalents at beginning of the year | 979,306 | 17,819,640 |
Total cash and cash equivalents at the end of the year | 1,675,210 | 979,306 |
Cash paid during the year for: | ||
Interest | 415,046 | 190,266 |
Non-cash investing and financing activities: | ||
Commitment fees settled with shares issued to Alumni Capital LLP | 40,000 | |
Reduction of member contributions in MS Gaming Development LLC | 86,349 | |
Shares issued to Driven Lifestyle Group LLC for extinguishment of related party loan | 3,948,556 | |
Extinguishment of Driven Lifestyle Group LLC related party loan for Class A shares | (3,948,566) | |
Issuance of warrants in connection with registered direct offerings | 39,852 | |
Receivable from sale of NASCAR License | $ 500,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (13,051,139) | $ (35,990,805) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Non-Rule 10b51 Arrangement Adopted | false |
Non-Rule 10b51 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BUSINESS ORGANIZATION, NATURE O
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES | NOTE 1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES Organization and Operations Motorsport Gaming US LLC (“Motorsport Gaming”) was established as a limited liability company on August 2, 2018 under the laws of the State of Florida. On January 8, 2021, Motorsport Gaming converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. (“Motorsport Games” or the “Company”). Upon effecting the corporate conversion on January 8, 2021, Motorsport Games now holds all the property and assets of Motorsport Gaming, and all of the debts and obligations of Motorsport Gaming were assumed by Motorsport Games by operation of law upon such corporate conversion. Risks and Uncertainties Liquidity and Going Concern The Company had a net loss of $ 14.3 12.9 87.0 1.7 1.3 For the year ended December 31, 2023, the Company experienced an average net cash burn from operations of approximately $ 1.1 The Company’s future liquidity and capital requirements include funds to support the planned costs to operate its business, including amounts required to fund working capital, support the development and introduction of new products, maintain existing titles, and certain capital expenditures. In order to address its liquidity shortfall, the Company continues to explore several options, including, but not limited to: i) additional funding in the form of potential equity and/or debt financing arrangements or similar transactions (collectively, “Capital Financing”); ii) other strategic alternatives for its business, including, but not limited to, the sale or licensing of the Company’s assets in addition to the recent sale of its NASCAR License; and iii) cost reduction and restructuring initiatives, each of which is described more fully below. The Company continues to explore additional funding in the form of potential Capital Financing and has entered into an Equity Distribution Agreement (the “ED Agreement”) with Canaccord Genuity LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may issue and sell shares of its Class A common stock having an aggregate offering price of up to $ 10 2.9 1.1 Due to the continuing uncertainty surrounding the Company’s ability to raise funding in the form of potential Capital Financing, and in light of its liquidity position and anticipated future funding requirements, the Company continues to explore other strategic alternatives and potential options for its business, including, but not limited to, the sale or licensing of certain of the Company’s assets in addition to the recent sale of its NASCAR License. If any such additional strategic alternative is executed, it is expected it would help to improve the Company’s working capital position and reduce overhead expenditures, thereby lowering the Company’s expected future cash-burn, and provide some short-term liquidity relief. Nonetheless, even if the Company is successful in implementing one or more additional strategic alternatives, the Company will continue to require additional funding and/or further cost reduction measures in order to continue operations, which includes further restructuring of its business and operations. There are no assurances that the Company will be successful in implementing any additional strategic plans for the sale or licensing of its assets, or any other strategic alternative, which may be subject to the satisfaction of conditions beyond the Company’s control. As the Company continues to address its liquidity constraints, the Company may need to make further adjustments to its product roadmap in order to reduce operating cash burn. Additionally, the Company continues to seek to improve its liquidity If the Company is unable to satisfy its capital requirements, it could be required to adopt one or more of the following alternatives: ● delaying the implementation of or revising certain aspects of the Company’s business strategy; ● further reducing or delaying the development and launch of new products and events; ● further reducing or delaying capital spending, product development spending and marketing and promotional spending; ● ● selling additional assets or operations; seeking additional capital contributions and/or loans from Driven Lifestyle Group LLC (“Driven Lifestyle”), the Company’s other affiliates and/or third parties; ● further reducing other discretionary spending; ● entering into financing agreements on unattractive terms; and/or ● significantly curtailing or discontinuing operations. There can be no assurance that the Company would be able to take any of the actions referred to above because of a variety of commercial or market factors, including, without limitation, market conditions being unfavorable for an equity or debt issuance or similar transactions, additional capital contributions and/or loans not being available from Driven Lifestyle or affiliates and/or third parties, or that the transactions may not be permitted under the terms of the Company’s various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its capital requirements if the actions that the Company is able to consummate do not generate a sufficient amount of additional capital. Even if the Company does secure additional Capital Financing, if the anticipated level of revenues are not achieved because of, for example, decreased sales of the Company’s products due to the disposition of key assets, such as the sale of its NASCAR License, further changes in the Company’s product roadmap and/or the Company’s inability to deliver new products for its various other licenses; less than anticipated consumer acceptance of the Company’s offering of products and events; less than effective marketing and promotion campaigns, decreased consumer spending in response to weak economic conditions or weakness in the overall electronic games category; adverse changes in foreign currency exchange rates; decreased sales of the Company’s products and events as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, such as the impact of higher energy prices on consumer purchasing behavior; retailer inventory management or reductions in retailer display space; less than anticipated results from the Company’s existing or new products or from its advertising and/or marketing plans; or if the Company’s expenses, including, without limitation, for marketing, advertising and promotions, product returns or price protection expenditures, exceed the anticipated level of expenses, the Company’s liquidity position may continue to be insufficient to satisfy its future capital requirements. If the Company is ultimately unable to satisfy its capital requirements, it would likely need to dissolve and liquidate its assets under the bankruptcy laws or otherwise. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned and majority owned subsidiaries. The interests of non-controlling members are reflected as non-controlling interest in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. Non-controlling interests Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. The net assets of the shared entities are attributed to the controlling and noncontrolling interests based on the terms of the governing contractual arrangements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including allowances for returns and price protection, as well as current expected credit losses, valuation allowance of deferred income taxes, the recognition and disclosure of contingent liabilities, goodwill and intangible assets impairment testing, and stock-based compensation valuation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Fair Value Measurements The Company accounts for its assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. ● Level 1 – Quoted prices for identical instruments in active markets; ● Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s liability-classified warrants are measured at fair value on a recurring basis, with subsequent changes in fair value recognized in earnings. Certain assets, including long-lived assets, right of use assets, goodwill, indefinite-lived intangible assets, and purchase commitments are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs are classified as Level 3. Other financial instruments, including cash and cash equivalents, accounts receivable, prepaid and other assets, accounts payable, accrued expenses, and other current liabilities are carried at cost, which approximate their fair values due to their short-term nature. Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 - Distinguishing Liabilities from Equity Derivatives and Hedging Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions. The Company’s foreign bank accounts are not subject to FDIC insurance. Accounts Receivable Accounts receivables are carried at their contractual amounts, less an allowance for returns and price protection. The Company determines its allowances for returns and price protection based on previous experience, existing and expected future economic and market conditions, actual sales and inventories in the distribution channel. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Allowances for Returns and Price Protection As of December 31, 2023 and 2022, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for credit losses was recorded. Allowances for returns and price protection represent the difference between the retail distributor purchase order price and the estimated average sell through price. As of December 31, 2023 and 2022, allowances for returns and price protection were approximately $ 0.5 2.3 Long-Lived Assets Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results. Depreciation of property and equipment is computed utilizing the following useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life Equipment 3 5 Furniture and fixtures 3 5 Leasehold improvements Shorter of remaining lease term or 3 10 Goodwill and Other Indefinite-Lived Assets The Company accounts for goodwill and indefinite-lived assets in accordance with ASC 350, Intangibles—Goodwill and Other The Company performs its annual or interim goodwill and indefinite-lived asset impairment tests by comparing the fair value of its reporting units and indefinite-lived assets to their respective carrying values. An entity recognizes an impairment charge for the amount by which the carrying amount of the indefinite-lived asset or reporting unit exceeds its fair value. The Company has determined that its reporting units align with its operating segments as defined in the Segment Reporting section below. In evaluating goodwill and indefinite-lived assets for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit or the indefinite-lived asset is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit or indefinite-lived asset is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit or indefinite-lived asset with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value. In assessing the fair value of a reporting unit, the Company utilizes discounted cash flow models and market approach methodologies, such as the guideline public company and guideline transaction methodologies. The Company fair values its indefinite-lived assets using valuation methodologies appropriate for the type of asset. Such methods might include discounted cash flow models, relief from royalty and cost to replace methods. The Company performs its impairment testing as of December 31 of each year or as required if triggering events occur indicating a potential for impairment. Finite-lived Intangible Assets and Other Long-Lived Assets Finite-lived intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received. Amortization of the Company’s finite-lived intangible assets has historically been computed using the following useful lives: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES Intangible Asset Useful Life License agreements 1 5 Software 6 10 Finite-lived intangible assets and other long-lived assets, such as plant and equipment, are subject to the provisions of ASC 360, Property, Plant and Equipment The Company evaluates the recoverability of its finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of its finite-lived intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in the Company’s business strategy. If the Company determines the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Segment Reporting The Company uses the management approach to determine its reportable segments. The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”). Revenue Recognition The Company generates revenue primarily through the sale of its digital and physical video game titles, including extra content, principally for the console, PC and mobile platforms. In addition, the Company generates additional revenues through its esports activities including sponsorships and participation fees. The Company’s product and service offerings include, but are not limited to: 1. Premium full games 2. In-game content 3. Esports competition events 4. Software development – The Company recognizes revenue in accordance with ASC 606, “ Revenue from Contracts with Customers ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the Company’s performance obligations are satisfied. During the years ended December 31, 2023 and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Product Sales Product sales consist of our premium full games, which are delivered either digitally or in a physical format. We recognize revenues once both control of the product has been transferred to the customer and any underlying performance obligations have been satisfied. Product sales generally have a singular distinct performance obligation, as the Company does not have an obligation to provide future update rights or online hosting. Revenues from product sales are recognized after deducting allowances for returns and price protection, which are considered to be variable consideration for the purposes of estimating revenue to recognize. Certain products are sold to customers with a street date, which is the earliest date these products may be sold by retailers to the end consumer. For these products, the Company recognizes revenues on the later of the street date and the date the product is sold to our customer. For digitally delivered games, the Company recognizes revenue when it is available for download or is activated for gameplay. Revenues are recorded net of taxes assessed by governmental authorities that imposed at the time of the specific revenue generating transaction. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment immediately upon purchase or within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. In-game Revenues In-game revenues primarily consist of revenue earned through the sale of downloadable content that enhances the gameplay experience for the Company’s customers using console, PC or mobile platforms, as well as the purchase of in-game credits for the purchase of downloadable content. In-game credits can only be used for in-game purchases and are non-refundable. Revenue related to in-game content is recognized at the point in time the Company satisfies its performance obligation, which is generally at the time the customer obtains control of the in-game content, either by downloading the digital in-game content or by purchasing the in-game credits. Esports The Company recognizes sponsorship revenue associated with hosting online esports competition events over the period of time the Company satisfies its performance obligation under its contracts, which is generally concurrent with the time events are held. If the Company enters into a contract with a customer to sponsor a series of esports events, the Company allocates the transaction price between the series of events and recognizes revenue over the period of time each event is held and the Company satisfies its performance obligations. Software Development The Company’s software development services primarily include the development of gaming platforms and simulators for external customers, licenses fees for use of the products commercially, as well as the associated maintenance, training, and support services related to the deliverables. The contracts with customers set payment milestones over the course of the software development cycle through delivery of the final product. The contracts also provide maintenance and support services with respect to the furnished product over a specified length of time after delivery. The milestones set within the software development cycle are not considered to be separately identifiable or distinct from the final product. Revenue related to the software development is recognized at the point in time the Company delivers, and the customer takes possession of the final product. Revenue associated with the license, maintenance, training, and support services are recognized over the life of the agreement for such services. The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: SUMMARY OF REVENUE RECOGNIZED 2023 2022 For the Year Ended December 31, 2023 2022 Revenues: Gaming $ 6,619,502 $ 9,144,639 Esports 290,172 1,179,920 Total Revenues $ 6,909,674 $ 10,324,559 Identifying Performance Obligations Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available) and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation. Determining the Transaction Price The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring its goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes reviewing variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding the Company’s sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires the Company to determine an estimate of the relative stand-alone selling price for each distinct performance obligation. Principal Versus Agent Considerations The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following: ● the underlying contract terms and conditions between the various parties to the transaction; ● which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer; ● which party has inventory risk before the specified good or service has been transferred to the end customer; and ● which party has discretion in establishing the price for the specified good or service. Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple’s App Store or Google Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues. Allowances for Returns and Price Protection The Company may permit product returns from, or grant price protection to, its customers under certain conditions. Price protection represents the Company’s practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price. Allowances for returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protections that may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable When evaluating the adequacy of allowances for returns and price protection, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in higher-than-expected returns or higher price protection in subsequent periods. The Company’s allowances for returns and price protection as of December 31, 2023 and 2022 were approximately $ 1.2 4.3 0.1 2.0 Advertising Costs The Company generally expenses advertising costs as incurred, with the exception of non-direct advertising campaign costs that are paid for in advance. Prepaid non-direct advertising costs are recognized as prepaid assets and expensed at the start of the advertising campaign, included in “Sales and marketing” in the consolidated statement of operations. Deferred Revenue The Company’s deferred revenue, or contract liability, is classified as current and is included within accrued expenses and other current liabilities on the consolidated balance sheets (Also refer Note 7 – Accrued Expenses and Other Liabilities Revenue recognized in the period from amounts included in contract liability at the beginning of the period was approximately $ 0.3 0.5 Income Taxes On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC 740, Income Taxes Stock-Based Compensation The Company accounts for stock-based co mpensation in accordance with ASC Subtopic 718, Stock Compensation Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options and warrants, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES 2023 2022 For the Year Ended December 31, 2023 2022 Stock options 74,765 77,253 Warrants 33,574 - Dilutive securities 108,339 77,253 Foreign Currency Translation The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies, which include the United States Dollar, Euro, Australian Dollar and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations. The Company recorded a net transaction gain of approximately $ 0.8 0.8 Correction of an Immaterial Error in Previously Issued Financial Statements The Company has revised the presentation of segment information presented in Note 15 – Segment Reporting 1.1 Share-based Compensation Recently Issued Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Adoption of Accounting Pronouncement On January 1, 2023, the Company adopted Accounting Standard Update (“ASU”) 2019-11, “ Codification Improvements to Topic 326, Financial Instruments – Credit Losses On January 1, 2023, the Company adopted ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following balances as of December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Furniture and fixtures $ 17,498 $ 17,450 Computer software and equipment 784,355 760,887 Leasehold improvements 160,606 146,370 Property and equipment, gross 962,459 924,707 Less: accumulated depreciation (714,766 ) (402,274 ) Property and equipment, net $ 247,693 $ 522,433 Depreciation expense was $ 0.3 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS In March 2019, the Company entered into an agreement to facilitate the Le Mans Esports Series as part of a joint venture with Automobile Club de l’Ouest (“ACO”), the organizer of the 24 Hours of Le Mans endurance race. Through the Company’s ownership interest in this joint venture, which was increased to 51 45 video gaming license In 2021, the Company also acquired intangible assets comprising the KartKraft computer video game as well as software, tradename and non-compete agreements related to its acquisition of 100 In October 2023, the Company sold its NASCAR License to iRacing.com Motorsport Simulations, LLC (“iRacing”). As consideration for such sale and assignment of the NASCAR License and all rights related thereto (“the Assignment”), iRacing paid the Company $ 5.0 0.5 0.5 3.0 Impairment – Year Ended December 31, 2023 The Company completed interim impairment assessments for its indefinite-lived intangible assets and long-lived assets, which include the Company’s finite-lived intangible assets, for the three-month period ended June 30, 2023, following the identification of triggering events. The primary trigger for the impairment review for the interim period ended June 30, 2023 was the Company’s decision to explore strategic alternatives, including, but not limited to, the sale or licensing of the Company’s assets (the “Strategic Initiatives”), and that failure to consummate any such transaction would likely result in the Company being unable to comply with certain requirements of certain of its video game licenses. The Company’s interim impairment assessment as of June 30, 2023 related to its indefinite lived assets, which primarily consisted of the Company’s Le Mans Esports License, was performed using a qualitative assessment. Based on this assessment, the Company concluded that it was more likely than not that the fair value of the Le Mans Esports License asset was greater than its carrying value as of June 30, 2023. For the Company’s long-lived asset impairment assessment as of June 30, 2023, the Company compared the estimated undiscounted future cash flows generated by the gaming segment asset group to the carrying amount of the asset group and determined that the undiscounted cash flows were less than the asset group’s carrying value on a held and used basis. Therefore, the Company estimated the fair value of the asset group and determined that the fair value of the asset group was less than its carrying value, which indicated impairment. The fair value of the asset group was determined using the present value of cash flows expected to be generated by market participants, discounted at a weighted average cost of capital. As a result, the Company determined the fair value of certain licensing agreements, software and non-compete agreements within the asset group were lower than their respective carrying values and recorded an impairment loss within the Gaming segment of approximately $ 4.0 The Company determined the fair value of the finite-lived intangible assets subject to assessment using either a discounted cash flow valuation model or a cost to recreate valuation model, depending on the nature of the asset. The impairment loss recognized during the interim period ended June 30, 2023 was primarily driven by a reduction in expected future revenues primarily related to the Strategic Initiatives, including changes to the Company’s product roadmap, as well as changes to the discount rates applied and assumptions used in the valuation models. As of December 31, 2023, the Company performed its annual indefinite-lived asset impairment review using a quantitative impairment assessment for its indefinite-lived intangible asset which primarily consisted of the Company’s Le Mans Esports License reported in the esports segment. The Company determined the fair value of its the Le Mans Esports License using a discounted cash flow valuation model. The principal assumptions used in the discounted cash flow valuation model used to value the Le Mans Esports License were forecasted revenues and weighted average cost of capital. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods. This quantitative assessment indicated no impairment related to the Le Mans Esports License as of December 31, 2023. For the Company’s long-lived asset impairment assessment as of December 31, 2023, the Company compared the estimated undiscounted future cash flows generated by the asset group to the carrying amount of the asset group and determined that the undiscounted cash flows were less than the asset group’s carrying value on a held and used basis. Therefore, the Company estimated the fair value of the asset group and determined that the fair value of the asset group exceeded its carrying value, which indicated no impairment. The fair value of the asset group was determined using the present value of cash flows expected to be generated by market participants, discounted at a weighted average cost of capital. Impairment – Year Ended December 31, 2022 The Company completed interim impairment assessments for its indefinite- and finite-lived intangible assets for the interim periods ended March 31, 2022 and June 30, 2022, following the identification of triggering events, in addition to its annual impairment assessment performed as of December 31, 2022. As a result of these assessments, the Company determined the carrying value of its rFactor 2 tradename, Le Mans Gaming License and rFactor 2 software technology exceeded their respective fair values, recognizing impairment losses of $ 2.1 1.1 1.3 0.1 0.2 For the three months ended March 31, 2022 interim impairment review, the primary triggers were changes made to the Company’s product roadmap in the first quarter of the fiscal year ending December 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of the Company’s market capitalization which had reduced significantly since December 31, 2021. These changes were made by the Company to better align the product roadmap with the Company’s ability to produce and release high quality games. For the three months ended June 30, 2022 interim impairment review, the primary triggers were the ongoing reduction in the Company’s share price, the receipt of a deficiency letter notice from NASDAQ and the Company’s ongoing uncertain liquidity position. No indicators of impairment were identified as of September 30, 2022. The interim period impairment assessments indicated that the carrying value of the rFactor 2 trade name and Le Mans Gaming License indefinite-lived intangible assets, as well as its rFactor 2 finite-lived technology, were lower than their respective carrying values. As of December 31, 2022, the Company performed its annual indefinite-lived and finite-lived intangible asset impairment reviews, electing to bypass the optional qualitative assessment and performed quantitative impairment assessments for all of its indefinite-lived and finite-lived intangible assets. The Company determined the fair value of its indefinite-lived intangible assets using a relief-from-royalty method for the trade name, a discounted cash flow valuation model for the Le Mans Gaming License and a cost to recreate valuation model for the finite-lived technology intangible asset. For all impairment assessments performed, the impairment loss for indefinite- and finite-lived intangible assets was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as changes to the discount rates applied, royalty rates and technological obsolescence assumptions used in the valuation models. The principal assumptions used in each of the relief-from-royalty method assessments used to determine the fair value of the rFactor 2 trade name consisted of forecasted revenues, royalty rate and weighted average cost of capital (i.e., the discount rate), while the principal assumptions used in each of the discounted cash flow valuation models used to value the Le Mans Gaming License were forecasted revenues and weighted average cost of capital. The principal assumptions used determining the fair value of the finite-lived technology intangible asset were number of production hours, cost per hour and technological obsolescence. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods. The impairment loss is presented as impairment of intangible assets in the consolidated statements of operations. The following is a summary of intangible assets as of December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS Licensing Licensing Agreements (Indefinite) Software (Finite) Distribution Contracts (Finite) Trade Non-Compete Accumulated Amortization Total Balance as of January 1, 2022 $ 7,198,363 $ 2,810,000 $ 10,364,541 $ 560,000 $ 2,672,581 $ 257,530 $ (3,377,206 ) $ 20,485,809 Impairment - (1,107,054 ) (1,320,993 ) - (2,400,431 ) - - (4,828,478 ) Amortization - - - - - - (1,728,955 ) (1,728,955 ) Foreign currency translation adjustment - (156,301 ) (386,706 ) - (59,965 ) (14,287 ) 49,113 (568,146 ) Balance as of December 31, 2022 7,198,363 1,546,645 8,656,842 560,000 212,185 243,243 (5,057,048 ) 13,360,230 Purchase of intangible assets 757,500 - - - - - - 757,500 Impairment (3,600,720 ) - (487,648 ) - - (64,927 ) 148,668 (4,004,627 ) Disposal of intangible assets (3,446,613 ) - - - - - 1,157,342 (2,289,271 ) Amortization - - - - - - (1,892,466 ) (1,892,466 ) Foreign currency translation adjustment (2,364 ) (51,130 ) (53,257 ) - 11,009 1,950 (41,767 ) (135,559 ) Balance as of December 31, 2023 $ 906,166 $ 1,495,515 $ 8,115,937 $ 560,000 $ 223,194 $ 180,266 $ (5,685,271 ) $ 5,795,807 Weighted average remaining amortization period at December 31, 2023 1.0 - 3.3 - - - - - Accumulated amortization of intangible assets consists of the following: SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS Licensing Agreements Software Distribution Contracts Non-Compete Agreement Accumulated Amortization Balance as of January 1, 2022 $ 912,260 $ 1,843,716 $ 560,000 $ 61,230 $ 3,377,206 Amortization expense 233,750 1,416,273 - 78,933 1,728,956 Foreign currency translation adjustment - (47,854 ) - (1,260 ) (49,114 ) Balance as of December 31, 2022 1,146,010 3,212,135 560,000 138,903 5,057,048 Amortization expense 463,439 1,387,664 - 41,363 1,892,466 Impairment (148,668) - - - (148,668) Disposals (1,157,342) - - - (1,157,342) Foreign currency translation adjustment (4,901 ) 46,668 - - 41,767 Balance as of December 31, 2023 $ 298,538 $ 4,646,467 $ 560,000 $ 180,266 $ 5,685,271 Estimated aggregate amortization expense of intangible assets for the next five years and thereafter, excluding future amortization on non-amortizing finite-lived intangible assets of $ 1.7 SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS For the Years Ending December 31, Total 2024 $ 2,059,284 2025 870,962 2026 870,962 2027 98,593 2028 30,711 Thereafter 146,587 Estimated aggregate amortization expense $ 4,077,099 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 5 - GOODWILL The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the year ended December 31, 2022 were as follows: SCHEDULE OF GOODWILL Games Esports Total Balance as of January 1, 2022 Goodwill $ 4,802,882 $ 64,583 $ 4,867,465 Goodwill 4,802,882 64,583 4,867,465 Impairment loss (4,723,687 ) (64,583 ) (4,788,270 ) Foreign exchange (79,195 ) - (79,195 ) Balance as of December 31, 2022 Goodwill 4,723,687 64,583 4,788,270 Accumulated impairment loss (4,723,687 ) (64,583 ) (4,788,270 ) Goodwill $ - $ - $ - The Company identified triggering events on March 31, 2022 that indicated its goodwill associated with the acquisition of Studio397 B.V. (“Studio397”) was at risk of impairment and as such, performed a quantitative impairment assessment to determine whether the fair value of the associated reporting unit exceeded its fair value. The primary triggers for the impairment review were changes made to Motorsport Games’ product roadmap during the three months ended March 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of Motorsport Games’ market capitalization which had reduced significantly subsequent to December 31, 2021, the date of the last impairment assessment. As a result of the March 31, 2022 interim impairment assessment, the Company determined the carrying value of its Gaming reporting unit exceeded its fair value and the associated goodwill was fully impaired. Impairment losses of approximately $ 4.8 0 The Company determined the fair value of the Gaming reporting unit using a discounted cash flow valuation model. The impairment loss was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as a higher discount rate applied in the valuation model. The principal assumptions used in the discounted cash flow valuation model were forecasted revenues and weighted average cost of capital (i.e., the discount rate). The impairment loss is presented as impairment of goodwill in the consolidated statements of operations. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 6 - LEASES The Company’s operating leases primarily relate to real estate, which include office space in the United States and the United Kingdom. The Company’s leases have established fixed payment terms that are typically subject to annual rent increases throughout the term of each lease agreement. The Company’s lease agreements have varying noncancelable rental periods and do not typically include options for the Company to extend the lease terms. The Company’s operating leases have been presented in operating lease right of use assets, operating lease liabilities (current) and operating lease liabilities (non-current), on the Company’s consolidated balance sheets as of December 31, 2023, following the Company’s adoption of the new leasing standard on January 1, 2022. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Refer to Note 2 – Summary of Significant Accounting Policies Incremental borrowing rate The Company’s lease agreements do not provide an implicit rate to determine the present value of lease payments. As such, the Company uses its incremental borrowing rate to determine the present value of lease payments. The Company derives its incremental borrowing rate from information available at the lease commencement date, which represents a collateralized rate of interest the Company would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. As the Company did not have external borrowings at the adoption date with comparable terms to its lease agreements, the Company estimated its borrowing rate based on prime lending rate (“Prime Rate”), adjusted for the U.S. Treasury note rates for the same term as the associated lease and the Company’s credit risk spread. The components of lease expense were as follows: SCHEDULE OF LEASE COST Consolidated Statement of Operations Classification For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Short-term operating lease expense G&A $ 128,809 $ 145,326 Operating lease expense G&A 249,604 437,312 Total lease costs $ 378,413 $ 582,638 Weighted average remaining lease terms and weighted average discount rates are as follows: SCHEDULE OF REMAINING LEASE TERMS For the Year Ended December 31, 2023 Weighted-average remaining lease term - operating leases (years) 3.18 Weighted-average discount rate - operating leases 7.5 % Supplemental cash flow information related to leases is as follows: SCHEDULE OF CASH FLOW SUPPLEMENTAL For the Year Ended December 31, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 211,698 As of December 31, 2023, maturities related to lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Leases 2024 $ 154,377 2025 26,749 2026 26,506 Total lease payments $ 207,632 Less effects of imputed interest (8,958 ) Present value of lease liabilities $ 198,674 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Accrued royalties $ 217,868 $ 274,085 Accrued professional fees 110,008 693,803 Accrued consulting fees - 26,667 Accrued development costs 32,214 172,164 Esports prize money - 125,202 Accrued taxes 40,000 149,842 Accrued payroll 500,522 372,358 Deferred revenue 270,845 311,945 Loss contingency reserve (see Note 12) 545,920 1,100,000 Accrued other 173,938 190,358 Total $ 1,891,315 $ 3,416,424 |
RELATED PARTY LOANS
RELATED PARTY LOANS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Loans | |
RELATED PARTY LOANS | NOTE 8 – RELATED PARTY LOANS The Company has a $ 12 12 10 12 12 . On September 8, 2022, the Company entered into a support agreement with Driven Lifestyle (the “Support Agreement”) pursuant to which Driven Lifestyle issued approximately $ 3 12 12 12 12 3.9 780,385 As of December 31, 2023, the $ 12 12 As of December 31, 2023 and 2022, the balance due to Driven Lifestyle under the $ 12 0 3.7 0 0.1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS In addition to the $ 12 0.1 0.8 0.2 0.1 0.2 2,000 Backoffice Services Agreement On March 23, 2023 (but effective as of January 1, 2023), the Company entered into a new Backoffice Services Agreement with Driven Lifestyle (the “Backoffice Services Agreement”) following the expiration of the Company’s prior services agreement with Driven Lifestyle. Pursuant to the Backoffice Services Agreement, Driven Lifestyle will provide accounting, payroll and benefits, human resources and other back-office services on a full-time basis to support the Company’s business functions. The term of the Backoffice Services Agreement is 12 months from the effective date. The term will automatically renew for successive 12-month terms unless either party provides written notice of nonrenewal at least 30 days prior to the end of the then current term. The Backoffice Services Agreement may be terminated by either party at any time with 60 days prior notice. Pursuant to the Backoffice Services Agreement, the Company is required to pay a monthly fee to Driven Lifestyle of $ 17,500 210,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Class A and B Common Stock As of December 31, 2023, the Company had 2,722,728 700,000 Holders of Class A and Class B common stock are entitled to one-vote and ten-votes, respectively, for each share held on all matters submitted to a vote of stockholders 704Games Warrants As of December 31, 2023 and 2022, 704Games LLC (“704Games”), a wholly-owned subsidiary of Motorsport Games Inc., has outstanding 10 4,000 93.03 no Registered Direct Offerings and the Wainwright Warrants On February 1, February 2 and February 3, 2023, the Company completed three separate registered direct offerings (the “Offerings”) priced at-market under NASDAQ rules with H.C. Wainwright & Co., LLC acting as the exclusive placement agent for each transaction (the “Agent”). In connection with the Offerings, the Company paid the Agent a transaction fee equal to 7.0 6.0 SCHEDULE OF REGISTERED DIRECT OFFERINGS AND WAINWRIGHT WARRANTS Offering Date Shares Issued Gross Proceeds Net Proceeds Warrants Issued Warrant Strike Price Warrant Term Registered direct offering 1 February 1, 2023 183,020 $ 3.9 $ 3.6 10,981 $ 26.75 5 Registered direct offering 2 February 2, 2023 144,366 $ 3.4 $ 3.1 8,662 $ 29.38 5 Registered direct offering 3 February 3, 2023 232,188 $ 4.0 $ 3.7 13,931 $ 21.74 5 As of December 31, 2023, the Wainwright Warrants were assessed to have a fair value of approximately $ 31,000 The Company utilized a Black-Scholes Option Pricing Model to determine the fair value of the Wainwright Warrants. The Black-Scholes model requires management to make a number of key assumptions, including expected volatility, expected term, and risk-free interest rate. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. The expected term assumption used in the Black-Scholes model represents the period of time that the Wainwright Warrants are expected to be outstanding and is estimated using the contractual term of the Wainwright Warrants. Stock Purchase Commitment Agreement During the year ended December 31, 2023, the Company issued 175,167 657,850 2,000,000 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 – SHARE-BASED COMPENSATION Summary of Plans and Plan Activity On January 12, 2021, in connection with its initial public offering, Motorsport Games established the Motorsport Games Inc. 2021 Equity Incentive Plan (the “MSGM 2021 Stock Plan”). The MSGM 2021 Stock Plan provides for the grant of options, stock appreciation rights, restricted stock awards, performance share awards and restricted stock unit awards, and initially authorized 100,000 47,291 The Company issued stock options under its MSGM 2021 Stock Plan during the fiscal years ended December 31, 2023 and 2022. The majority of the options issued under the MSGM 2021 Stock Plan have time-based vesting schedules, typically vesting ratably over a three-year period. Certain stock option awards differed from this vesting schedule, notably awards made to the Company’s Chief Executive Officer in conjunction with the Company’s initial public offering that vested immediately, as well as those made to the Company’s current and former directors that vest on the one-year anniversary of award issuance. All stock options issued under the MSGM 2021 Stock Plan expire 10 Fair Value Valuation Assumptions The fair value of the stock options and stock appreciation rights are estimated using the Black-Scholes option pricing model. The estimation of fair value for these awards is affected by subjective and complex variables, which are typically based on historical information. Judgment is required to determine if historical trends are indicators of future outcomes. Key assumptions of the Black-Scholes option pricing model are the risk-free interest rate, expected volatility, expected term and expected dividends. The Company determined the risk-free interest rate using U.S. Treasury yields in effect at the time of the grant that matched the expected term of the options. Expected volatility is based on a combination of historical stock price volatility, as well as implied volatilities, of comparable publicly traded companies with operations similar to Motorsport Games over a 10-year period, consistent with the contractual term of the options. The Company calculated the expected term using the simplified method as prescribed by the SEC’s Staff Accounting Bulletin, topic 14 (“SAB Topic 14”). This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Share-based compensation expense recognized is based on awards ultimately expected to vest and therefore has been reduced for actual forfeitures occurring within the period. The following table presents the weighted-average assumptions, weighted average grant date fair value, and the range of expected price volatility: SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS For the Year Ended December 31, 2023 2022 Risk-free interest rate 3.35 4.62 % 1.50 3.82 % Expected volatility 90 105 % 60 90 % Weighted-average volatility 98 % 64 % Expected term 1 5.5 5.5 6 Expected dividends None None Weighted-average grant date fair value per share $ 2.45 $ 18.85 Stock Options The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2022: SCHEDULE OF STOCK OPTIONS ACTIVITY Options Weighted- Average Exercise Prices Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2022 55,169 $ 203.60 Granted 69,988 42.27 Exercised - - Forfeited, cancelled or expired (47,904 ) 65.00 Outstanding as of December 31, 2022 77,253 $ 143.39 8.60 $ - Vested and expected to vest 77,253 $ 143.39 8.60 $ - Exercisable as of December 31, 2022 49,805 $ 179.59 8.32 $ - The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2023: Options Weighted- Average Exercise Prices Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2023 77,253 $ 143.39 Granted 57,566 5.41 Exercised - - Forfeited, cancelled or expired (60,054 ) 155.82 Outstanding as of December 31, 2023 74,765 $ 20.68 9.26 $ - Vested and expected to vest 74,765 $ 20.68 9.26 $ - Exercisable as of December 31, 2023 13,343 $ 12.54 8.33 $ - On April 4, 2023, the Company granted an aggregate of 26,316 0.1 31,250 0.1 21,394 30,000 The aggregate intrinsic value represents the total pre-tax intrinsic value based on the Company’s closing stock price as of December 31, 2023 and 2022, which would have been received by the option holders had all the option holders exercised their options as of those dates. There were no Stock-Based Compensation Expense The following table summarizes stock-based compensation expense resulting from equity awards included in the Company’s consolidated statements of operations: SCHEDULE OF STOCK BASED COMPENSATION EXPENSE 2023 2022 For the Year Ended December 31, 2023 2022 General and administrative $ 937,441 $ 670,080 Sales and marketing 10,219 10,648 Development 9,642 33,795 Stock-based compensation expense $ 957,302 $ 714,523 As of December 31, 2023, the unrecognized stock-based compensation expense related to equity awards was $ 87,720 2 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in various routine legal proceedings incidental to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows, except as otherwise disclosed below. In light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period. Litigation or other legal proceedings, with or without merit, is unpredictable and generally expensive and time consuming and, even if resolved in our favor, is likely to divert significant resources from our core business, including distracting our management personnel from their normal responsibilities. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. The Company recognizes legal costs associated with loss contingencies in the period incurred. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of December 31, 2023 and 2022, the Company has recorded approximately $ 0 1.1 On February 11, 2021, HC2 Holdings 2 Inc. (now known as Innovate 2) (“Innovate”) and Continental General Insurance Company (“Continental”), former minority stockholders of 704Games, filed a complaint (the “HC2 and Continental Complaint”) in the U.S. District Court for the District of Delaware against the Company, the Company’s former Chief Executive Officer and Executive Chairman, the Company’s former Chief Financial Officer, and the manager of Driven Lifestyle. The complaint was later amended and added Leo Capital Holdings LLC (“Leo Capital”) as an additional plaintiff and the controller of Driven Lifestyle as an additional individual defendant. The complaint alleges, among other things, purported misrepresentations and omissions concerning 704Games’ financial condition made in connection with the Company’s purchase of these minority shareholders’ interest in 704Games in August and October 2021. The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder; Section 20(a) of the Exchange Act; Section 20A of the Exchange Act; breach of the Company’s obligations under the Stockholders’ Agreement dated August 14, 2018; fraudulent inducement; breach of fiduciary duties; and unjust enrichment. The plaintiffs seek, among other things, damages from the defendants, jointly and severally, based on the alleged difference between the fair market value of the shares of common stock of 704Games on the date of plaintiffs’ sale and the purchase price that was paid, as well as punitive damages and other relief. In May 2021, the Company, along with the other defendants, filed a motion to dismiss the plaintiffs’ complaint. On March 28, 2022, the court entered an order denying the motion to dismiss. On January 11, 2023, in connection with the HC2 and Continental Complaint, the Company, along with other defendants, entered into a settlement agreement with one of the plaintiffs, Continental, to settle the claims made by Continental against the defendants and the claims made by the defendants against Continental. Under the terms of the settlement agreement, the Company was obligated to pay the sum of $ 1.1 0.1 40,000 1.1 On October 14, 2023, the Company, along with other defendants, reached and executed a settlement agreement with Leo Capital in connection with the HC2 and Continental Complaint, which settles the claims made by Leo Capital against the defendants, as well as the claims made by the defendants against Leo Capital. Under the terms of the settlement agreement, the Company is obligated to pay the sum of $ 0.2 0.2 In respect of Innovate, the Company continues to defend its position and believes the outcome of such defense remains uncertain at this time. As such, the Company does not believe it is probable a settlement will be reached, nor can any such settlement amount be reasonably estimable, and has not recognized a settlement liability in respect of the remaining plaintiff. On July 28, 2023, Wesco Insurance Company (“Wesco”) filed a complaint in state court in Florida against the Company, as well as the other defendants involved in the litigation related to the HC2 and Continental Complaint (the “Underlying Action”). The Company had previously submitted the Underlying Action for coverage under a management liability policy issued by Hallmark Specialty Insurance Company (“Hallmark”) and an excess policy with Wesco (the “Wesco Policy”). Wesco’s complaint seeks declaratory relief to determine Wesco’s obligations to the defendants under an excess policy of insurance issued to the Company by Wesco for the Underlying Action. Wesco claims that there is no coverage afforded to the defendants for the Underlying Action under the Wesco Policy. The Company disagrees with and disputes Wesco’s position regarding coverage for the Underlying Action under the Wesco Policy and plans to defend its position. On November 22, 2023, the Company entered into an insurance policy and claims release with Hallmark (the “Hallmark Settlement”) related to a previously submitted Underlying Action for coverage under a management liability policy issued by Hallmark. Under the terms of the Hallmark Settlement, Hallmark agreed to pay $ 1.75 Commitments On January 25, 2021, the Company entered into an amendment (the “Le Mans Amendment”) to the Le Mans Esports Series Ltd joint venture agreement, which resulted in an increase of the Company’s ownership interest in the Le Mans Esports Series Ltd joint venture from 45 51 8,000,000 8,830,000 Intangible Assets Epic Lease Agreement On August 11, 2020, the Company entered into a licensing agreement with Epic Games International (“Epic”) for worldwide licensing rights to Epic’s proprietary computer program known as the Unreal Engine 4. Pursuant to the agreement, upon payment of the initial license fee described below, the Company was granted a nonexclusive, non-transferable and terminable license to develop, market and sublicense (under limited circumstances and subject to conditions of the agreement) certain products using the Unreal Engine 4 for its next generation of games. The Company will pay Epic a license fee royalty payment equal to 5 95,000 163,000 Minimum License Commitments The Company is required to make certain minimum royalty guarantee payments to third-party licensors, arising primarily from its recently terminated BTCC License and INDYCAR Licenses (each, as defined below). On May 29, 2020, the Company secured a licensing agreement with BARC (TOCA) Limited (“BARC”), the exclusive promoter of the British Touring Car Championship (the “BTCC License Agreement”). Pursuant to the BTCC License Agreement, the Company was granted an exclusive license (the “BTCC License”) to use certain licensed intellectual property for motorsports and/or racing video gaming products related to, themed as, or containing the BTCC, on consoles, PC and mobile applications, esports series and esports events (including the Company’s esports platform). In exchange for the BTCC License, the BTCC License Agreement required the Company to pay BARC an initial fee in two equal installments of $ 100,000 0.9 On July 13, 2021, the Company entered into a license agreement (the “INDYCAR Gaming License”) with INDYCAR. Pursuant to the INDYCAR Gaming License, INDYCAR granted the Company with a license to use certain licensed intellectual property (described in the INDYCAR Gaming License) for motorsports and/or racing video gaming products related to, themed as, or containing the INDYCAR SERIES. The INDYCAR Gaming License was a long-term agreement, in connection with which the parties intended to form an exclusive relationship for the development of video games to be the official video games of the INDYCAR SERIES. Additionally, the Company and INDYCAR entered into a license agreement pursuant to which, the Company was granted a license to use certain licensed intellectual property described in such license (“Licensed IP”) for motorsports and/or racing esports events related to, themed as, or containing the INDYCAR SERIES (including the rFactor 2 platform) (the “INDYCAR Esports License” and together with the INDYCAR Gaming License, the “INDYCAR Licenses”). Upon execution of the INDYCAR Gaming License, the Company recorded a liability and a related intangible asset equal to the present value of the minimum royalty payments due under the agreement. The license intangible asset was impaired during 2023 as discussed further in Note 4 – Intangible Assets. On November 8, 2023, INDYCAR delivered notice to the Company terminating the INDYCAR Licenses. The termination of the INDYCAR Licenses was effective as of November 8, 2023. The notice provided the Company a liquidating damage claim amounting to $ 2.9 0.6 2.9 3.2 Purchase Commitment Liabilities On April 20, 2021 the Company acquired 100 12.8 3.2 pursuant to which, among other things, the Deferred Payment installment amount due to be paid by the Company on the first anniversary of closing was reduced from $ 3.2 1 2.2 330,000 100,000 150,000 15 0.6 0.3 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company establishes valuation allowances against its net deferred tax assets when it is more likely than not that the benefits will not be realized in the foreseeable future. The components of deferred tax assets and liabilities consist of the following at December 31, 2023 and 2022: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Assets: Net operating loss carryforwards $ 11,287,755 $ 11,151,879 Bad debts 127,284 1,026,632 Stock options 939,591 747,561 Charitable contribution carryforward 20,595 18,841 Goodwill 1,104,331 1,175,796 Unrealized gain 70,530 254,844 Other intangible assets 6,578,318 1,067,565 Other assets 89,911 33,869 Total Assets 20,218,315 15,476,987 Liabilities: Depreciable assets 21,890 19,669 Right-of-use assets 55,809 - Total Liabilities 77,699 19,669 Net asset before valuation allowance 20,140,616 15,457,318 Valuation allowance (20,140,616 ) (15,457,318 ) Net deferred tax (liability) asset $ - $ - A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE 2023 2022 Federal statutory income tax benefit 21.00 % 21.00 % State income taxes, net of federal income tax benefit 14.96 % 4.50 % Permanent differences and other (0.60 )% (0.18 )% Change in valuation allowance (32.70 )% (22.55 )% Other adjustments (2.66 )% (2.77 )% Effective income tax rate 0.00 % 0.00 % At December 31, 2023, the Company had United States federal and state net operating loss (“NOL”) carryforwards available to reduce future taxable income in the amount of $ 40.5 42.0 In assessing whether the Company’s deferred tax assets will be realized, management considered whether it was more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the ability to generate future taxable income (including reversals of deferred tax liabilities) during periods in which temporary differences become deductible. A valuation allowance was recognized as of December 31, 2023, as management concluded that it is not more likely than not that the Company will generate sufficient future income to utilize the NOL carryforward and realize the deferred tax assets. The deferred tax valuation allowance for the years ended December 31, 2023 and 2022, increased by $ 4.7 8.2 The Company does not have any unrecorded unrecognized tax positions (“UTPs”) as of December 31, 2023. While the Company currently does not have any UTPs, it is foreseeable that the calculation of our tax liabilities may involve dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Upon identification of a UTP, the Company would (1) record the UTP as a liability in accordance with ASC 740 and (2) adjust these liabilities if/when management’s judgment changes as a result of the evaluation of new information not previously available. Ultimate resolution of UTPs may produce a result that is materially different from an entity’s estimate of the potential liability. In accordance with ASC 740, the Company would reflect these differences as increases or decreases to income tax expense in the period in which new information is available. The Company recognizes and includes interest and penalties accrued on uncertain tax positions as a component of income tax expense. The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its tax reserves based on new information or developments. The Company is not currently under any income tax audits or examinations, however, the tax years 2020-2023 remain open for examination. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14 – CONCENTRATIONS Customer Concentrations The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods: SCHEDULE OF CONCENTRATIONS For the Year Ended December 31, Customer 2023 2022 Customer B 29.4 % 22.5 % Customer C 27.7 % 17.4 % Customer D 25.7 % 21.3 % Total 82.8 % 61.2 % The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: December 31 , Customer 2023 2022 Customer A - *% 50.5 % Customer B 32.1 % 11.2 % Customer C 34.3 % 15.2 % Customer D 22.3 % 13.1 % Total 88.7 % 90.0 % * Less than 10%. A reduction in sales from or loss of these customers, in a significant amount, would have a material adverse effect on the Company’s results of operations and financial condition. Supplier Concentrations The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods: SCHEDULE OF CONCENTRATIONS For the Year Ended December 31, Supplier 2023 2022 Supplier A 21.3 % 16.2 % Supplier C - * % 23.2 % Total 21.3 % 39.4 % * Less than 10%. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 15 – SEGMENT REPORTING The Company’s principal operating segments coincide with the types of products and services to be sold. The products and services from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. The Company’s two Segment operating profit is determined based upon internal performance measures used by the CODM. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments. Segment information available with respect to these reportable business segments was as follows: SCHEDULE OF SEGMENT REPORTING INFORMATION 2023 2022 For the Year Ended December 31, 2023 2022 Revenues: Gaming $ 6,619,502 $ 9,144,639 Esports 290,172 1,179,920 Total Revenues $ 6,909,674 $ 10,324,559 Cost of Revenues: Gaming $ 3,245,740 $ 4,080,724 Esports 374,755 879,593 Total Cost of Revenues $ 3,620,495 $ 4,960,317 Gross Profit (Loss): Gaming $ 3,373,762 $ 5,063,915 Esports (84,583 ) 300,327 Total Gross Profit $ 3,289,179 $ 5,364,242 Loss From Operations: Gaming $ (18,859,126 ) $ (34,402,894 ) Esports (549,979 ) (623,510 ) Total Loss From Operations $ (19,409,105 ) $ (35,026,404 ) Depreciation and Amortization: Gaming $ 349,236 $ 385,426 Esports 49,465 34,711 Total Depreciation and Amortization $ 398,701 $ 420,137 Interest Expense, net: Gaming $ (772,989 ) $ (1,148,204 ) Esports - - Total Interest Expense, net $ (772,989 ) $ (1,148,204 ) Other Expense (Income), net: Gaming $ 5,858,338 $ (652,338 ) Esports 571 (13,508 ) Total Other Expense (Income), net: $ 5,858,909 $ (665,846 ) Net Loss: Gaming $ (13,773,777 ) $ (36,203,435 ) Esports (549,408 ) (637,019 ) Total Net Loss $ (14,323,185 ) $ (36,840,454 ) December 31, 2023 December 31, 2022 Total Assets: Gaming $ 7,892,388 $ 16,315,359 Esports 1,866,316 2,582,433 Total Assets $ 9,758,704 $ 18,897,792 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustments or disclosure in the consolidated financial statements or notes. On January 26, 2024, the compensation committee of the board of directors of the Company approved and authorized the grant of an option award to purchase 46,000 11,500 34,500 On February 5, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that, based on Nasdaq’s review of the Company and the materials submitted by the Company to Nasdaq, Nasdaq’s staff has determined to grant the Company an extension to regain compliance with Nasdaq’s minimum $ 2,500,000 2,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned and majority owned subsidiaries. The interests of non-controlling members are reflected as non-controlling interest in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. |
Non-controlling interests | Non-controlling interests Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. The net assets of the shared entities are attributed to the controlling and noncontrolling interests based on the terms of the governing contractual arrangements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including allowances for returns and price protection, as well as current expected credit losses, valuation allowance of deferred income taxes, the recognition and disclosure of contingent liabilities, goodwill and intangible assets impairment testing, and stock-based compensation valuation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company accounts for its assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. ● Level 1 – Quoted prices for identical instruments in active markets; ● Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s liability-classified warrants are measured at fair value on a recurring basis, with subsequent changes in fair value recognized in earnings. Certain assets, including long-lived assets, right of use assets, goodwill, indefinite-lived intangible assets, and purchase commitments are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs are classified as Level 3. Other financial instruments, including cash and cash equivalents, accounts receivable, prepaid and other assets, accounts payable, accrued expenses, and other current liabilities are carried at cost, which approximate their fair values due to their short-term nature. |
Stock Warrants | Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 - Distinguishing Liabilities from Equity Derivatives and Hedging |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions. The Company’s foreign bank accounts are not subject to FDIC insurance. |
Accounts Receivable | Accounts Receivable Accounts receivables are carried at their contractual amounts, less an allowance for returns and price protection. The Company determines its allowances for returns and price protection based on previous experience, existing and expected future economic and market conditions, actual sales and inventories in the distribution channel. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Allowances for Returns and Price Protection As of December 31, 2023 and 2022, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for credit losses was recorded. Allowances for returns and price protection represent the difference between the retail distributor purchase order price and the estimated average sell through price. As of December 31, 2023 and 2022, allowances for returns and price protection were approximately $ 0.5 2.3 |
Long-Lived Assets | Long-Lived Assets Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results. Depreciation of property and equipment is computed utilizing the following useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life Equipment 3 5 Furniture and fixtures 3 5 Leasehold improvements Shorter of remaining lease term or 3 10 Goodwill and Other Indefinite-Lived Assets The Company accounts for goodwill and indefinite-lived assets in accordance with ASC 350, Intangibles—Goodwill and Other The Company performs its annual or interim goodwill and indefinite-lived asset impairment tests by comparing the fair value of its reporting units and indefinite-lived assets to their respective carrying values. An entity recognizes an impairment charge for the amount by which the carrying amount of the indefinite-lived asset or reporting unit exceeds its fair value. The Company has determined that its reporting units align with its operating segments as defined in the Segment Reporting section below. In evaluating goodwill and indefinite-lived assets for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit or the indefinite-lived asset is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit or indefinite-lived asset is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit or indefinite-lived asset with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value. In assessing the fair value of a reporting unit, the Company utilizes discounted cash flow models and market approach methodologies, such as the guideline public company and guideline transaction methodologies. The Company fair values its indefinite-lived assets using valuation methodologies appropriate for the type of asset. Such methods might include discounted cash flow models, relief from royalty and cost to replace methods. The Company performs its impairment testing as of December 31 of each year or as required if triggering events occur indicating a potential for impairment. Finite-lived Intangible Assets and Other Long-Lived Assets Finite-lived intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received. Amortization of the Company’s finite-lived intangible assets has historically been computed using the following useful lives: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES Intangible Asset Useful Life License agreements 1 5 Software 6 10 Finite-lived intangible assets and other long-lived assets, such as plant and equipment, are subject to the provisions of ASC 360, Property, Plant and Equipment The Company evaluates the recoverability of its finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of its finite-lived intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in the Company’s business strategy. If the Company determines the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. |
Segment Reporting | Segment Reporting The Company uses the management approach to determine its reportable segments. The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”). |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily through the sale of its digital and physical video game titles, including extra content, principally for the console, PC and mobile platforms. In addition, the Company generates additional revenues through its esports activities including sponsorships and participation fees. The Company’s product and service offerings include, but are not limited to: 1. Premium full games 2. In-game content 3. Esports competition events 4. Software development – The Company recognizes revenue in accordance with ASC 606, “ Revenue from Contracts with Customers ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the Company’s performance obligations are satisfied. During the years ended December 31, 2023 and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Product Sales Product sales consist of our premium full games, which are delivered either digitally or in a physical format. We recognize revenues once both control of the product has been transferred to the customer and any underlying performance obligations have been satisfied. Product sales generally have a singular distinct performance obligation, as the Company does not have an obligation to provide future update rights or online hosting. Revenues from product sales are recognized after deducting allowances for returns and price protection, which are considered to be variable consideration for the purposes of estimating revenue to recognize. Certain products are sold to customers with a street date, which is the earliest date these products may be sold by retailers to the end consumer. For these products, the Company recognizes revenues on the later of the street date and the date the product is sold to our customer. For digitally delivered games, the Company recognizes revenue when it is available for download or is activated for gameplay. Revenues are recorded net of taxes assessed by governmental authorities that imposed at the time of the specific revenue generating transaction. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment immediately upon purchase or within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. In-game Revenues In-game revenues primarily consist of revenue earned through the sale of downloadable content that enhances the gameplay experience for the Company’s customers using console, PC or mobile platforms, as well as the purchase of in-game credits for the purchase of downloadable content. In-game credits can only be used for in-game purchases and are non-refundable. Revenue related to in-game content is recognized at the point in time the Company satisfies its performance obligation, which is generally at the time the customer obtains control of the in-game content, either by downloading the digital in-game content or by purchasing the in-game credits. Esports The Company recognizes sponsorship revenue associated with hosting online esports competition events over the period of time the Company satisfies its performance obligation under its contracts, which is generally concurrent with the time events are held. If the Company enters into a contract with a customer to sponsor a series of esports events, the Company allocates the transaction price between the series of events and recognizes revenue over the period of time each event is held and the Company satisfies its performance obligations. Software Development The Company’s software development services primarily include the development of gaming platforms and simulators for external customers, licenses fees for use of the products commercially, as well as the associated maintenance, training, and support services related to the deliverables. The contracts with customers set payment milestones over the course of the software development cycle through delivery of the final product. The contracts also provide maintenance and support services with respect to the furnished product over a specified length of time after delivery. The milestones set within the software development cycle are not considered to be separately identifiable or distinct from the final product. Revenue related to the software development is recognized at the point in time the Company delivers, and the customer takes possession of the final product. Revenue associated with the license, maintenance, training, and support services are recognized over the life of the agreement for such services. The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: SUMMARY OF REVENUE RECOGNIZED 2023 2022 For the Year Ended December 31, 2023 2022 Revenues: Gaming $ 6,619,502 $ 9,144,639 Esports 290,172 1,179,920 Total Revenues $ 6,909,674 $ 10,324,559 Identifying Performance Obligations Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available) and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation. Determining the Transaction Price The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring its goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes reviewing variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding the Company’s sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires the Company to determine an estimate of the relative stand-alone selling price for each distinct performance obligation. Principal Versus Agent Considerations The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following: ● the underlying contract terms and conditions between the various parties to the transaction; ● which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer; ● which party has inventory risk before the specified good or service has been transferred to the end customer; and ● which party has discretion in establishing the price for the specified good or service. Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple’s App Store or Google Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues. Allowances for Returns and Price Protection The Company may permit product returns from, or grant price protection to, its customers under certain conditions. Price protection represents the Company’s practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price. Allowances for returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protections that may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable When evaluating the adequacy of allowances for returns and price protection, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in higher-than-expected returns or higher price protection in subsequent periods. The Company’s allowances for returns and price protection as of December 31, 2023 and 2022 were approximately $ 1.2 4.3 0.1 2.0 |
Advertising Costs | Advertising Costs The Company generally expenses advertising costs as incurred, with the exception of non-direct advertising campaign costs that are paid for in advance. Prepaid non-direct advertising costs are recognized as prepaid assets and expensed at the start of the advertising campaign, included in “Sales and marketing” in the consolidated statement of operations. |
Deferred Revenue | Deferred Revenue The Company’s deferred revenue, or contract liability, is classified as current and is included within accrued expenses and other current liabilities on the consolidated balance sheets (Also refer Note 7 – Accrued Expenses and Other Liabilities Revenue recognized in the period from amounts included in contract liability at the beginning of the period was approximately $ 0.3 0.5 |
Income Taxes | Income Taxes On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC 740, Income Taxes |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based co mpensation in accordance with ASC Subtopic 718, Stock Compensation |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options and warrants, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES 2023 2022 For the Year Ended December 31, 2023 2022 Stock options 74,765 77,253 Warrants 33,574 - Dilutive securities 108,339 77,253 Foreign Currency Translation The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies, which include the United States Dollar, Euro, Australian Dollar and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations. The Company recorded a net transaction gain of approximately $ 0.8 0.8 Correction of an Immaterial Error in Previously Issued Financial Statements The Company has revised the presentation of segment information presented in Note 15 – Segment Reporting 1.1 Share-based Compensation Recently Issued Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Adoption of Accounting Pronouncement On January 1, 2023, the Company adopted Accounting Standard Update (“ASU”) 2019-11, “ Codification Improvements to Topic 326, Financial Instruments – Credit Losses On January 1, 2023, the Company adopted ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies, which include the United States Dollar, Euro, Australian Dollar and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations. The Company recorded a net transaction gain of approximately $ 0.8 0.8 |
Correction of an Immaterial Error in Previously Issued Financial Statements | Correction of an Immaterial Error in Previously Issued Financial Statements The Company has revised the presentation of segment information presented in Note 15 – Segment Reporting 1.1 Share-based Compensation |
Recently Issued Accounting Standards | Recently Issued Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Adoption of Accounting Pronouncement On January 1, 2023, the Company adopted Accounting Standard Update (“ASU”) 2019-11, “ Codification Improvements to Topic 326, Financial Instruments – Credit Losses On January 1, 2023, the Company adopted ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Depreciation of property and equipment is computed utilizing the following useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life Equipment 3 5 Furniture and fixtures 3 5 Leasehold improvements Shorter of remaining lease term or 3 10 |
SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES | SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES Intangible Asset Useful Life License agreements 1 5 Software 6 10 |
SUMMARY OF REVENUE RECOGNIZED | The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: SUMMARY OF REVENUE RECOGNIZED 2023 2022 For the Year Ended December 31, 2023 2022 Revenues: Gaming $ 6,619,502 $ 9,144,639 Esports 290,172 1,179,920 Total Revenues $ 6,909,674 $ 10,324,559 |
SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES | The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES 2023 2022 For the Year Ended December 31, 2023 2022 Stock options 74,765 77,253 Warrants 33,574 - Dilutive securities 108,339 77,253 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following balances as of December 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Furniture and fixtures $ 17,498 $ 17,450 Computer software and equipment 784,355 760,887 Leasehold improvements 160,606 146,370 Property and equipment, gross 962,459 924,707 Less: accumulated depreciation (714,766 ) (402,274 ) Property and equipment, net $ 247,693 $ 522,433 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following is a summary of intangible assets as of December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS Licensing Licensing Agreements (Indefinite) Software (Finite) Distribution Contracts (Finite) Trade Non-Compete Accumulated Amortization Total Balance as of January 1, 2022 $ 7,198,363 $ 2,810,000 $ 10,364,541 $ 560,000 $ 2,672,581 $ 257,530 $ (3,377,206 ) $ 20,485,809 Impairment - (1,107,054 ) (1,320,993 ) - (2,400,431 ) - - (4,828,478 ) Amortization - - - - - - (1,728,955 ) (1,728,955 ) Foreign currency translation adjustment - (156,301 ) (386,706 ) - (59,965 ) (14,287 ) 49,113 (568,146 ) Balance as of December 31, 2022 7,198,363 1,546,645 8,656,842 560,000 212,185 243,243 (5,057,048 ) 13,360,230 Purchase of intangible assets 757,500 - - - - - - 757,500 Impairment (3,600,720 ) - (487,648 ) - - (64,927 ) 148,668 (4,004,627 ) Disposal of intangible assets (3,446,613 ) - - - - - 1,157,342 (2,289,271 ) Amortization - - - - - - (1,892,466 ) (1,892,466 ) Foreign currency translation adjustment (2,364 ) (51,130 ) (53,257 ) - 11,009 1,950 (41,767 ) (135,559 ) Balance as of December 31, 2023 $ 906,166 $ 1,495,515 $ 8,115,937 $ 560,000 $ 223,194 $ 180,266 $ (5,685,271 ) $ 5,795,807 Weighted average remaining amortization period at December 31, 2023 1.0 - 3.3 - - - - - |
SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS | Accumulated amortization of intangible assets consists of the following: SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS Licensing Agreements Software Distribution Contracts Non-Compete Agreement Accumulated Amortization Balance as of January 1, 2022 $ 912,260 $ 1,843,716 $ 560,000 $ 61,230 $ 3,377,206 Amortization expense 233,750 1,416,273 - 78,933 1,728,956 Foreign currency translation adjustment - (47,854 ) - (1,260 ) (49,114 ) Balance as of December 31, 2022 1,146,010 3,212,135 560,000 138,903 5,057,048 Amortization expense 463,439 1,387,664 - 41,363 1,892,466 Impairment (148,668) - - - (148,668) Disposals (1,157,342) - - - (1,157,342) Foreign currency translation adjustment (4,901 ) 46,668 - - 41,767 Balance as of December 31, 2023 $ 298,538 $ 4,646,467 $ 560,000 $ 180,266 $ 5,685,271 |
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Estimated aggregate amortization expense of intangible assets for the next five years and thereafter, excluding future amortization on non-amortizing finite-lived intangible assets of $ 1.7 SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS For the Years Ending December 31, Total 2024 $ 2,059,284 2025 870,962 2026 870,962 2027 98,593 2028 30,711 Thereafter 146,587 Estimated aggregate amortization expense $ 4,077,099 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the year ended December 31, 2022 were as follows: SCHEDULE OF GOODWILL Games Esports Total Balance as of January 1, 2022 Goodwill $ 4,802,882 $ 64,583 $ 4,867,465 Goodwill 4,802,882 64,583 4,867,465 Impairment loss (4,723,687 ) (64,583 ) (4,788,270 ) Foreign exchange (79,195 ) - (79,195 ) Balance as of December 31, 2022 Goodwill 4,723,687 64,583 4,788,270 Accumulated impairment loss (4,723,687 ) (64,583 ) (4,788,270 ) Goodwill $ - $ - $ - |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF LEASE COST | The components of lease expense were as follows: SCHEDULE OF LEASE COST Consolidated Statement of Operations Classification For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Short-term operating lease expense G&A $ 128,809 $ 145,326 Operating lease expense G&A 249,604 437,312 Total lease costs $ 378,413 $ 582,638 |
SCHEDULE OF REMAINING LEASE TERMS | Weighted average remaining lease terms and weighted average discount rates are as follows: SCHEDULE OF REMAINING LEASE TERMS For the Year Ended December 31, 2023 Weighted-average remaining lease term - operating leases (years) 3.18 Weighted-average discount rate - operating leases 7.5 % |
SCHEDULE OF CASH FLOW SUPPLEMENTAL | Supplemental cash flow information related to leases is as follows: SCHEDULE OF CASH FLOW SUPPLEMENTAL For the Year Ended December 31, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 211,698 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | As of December 31, 2023, maturities related to lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Leases 2024 $ 154,377 2025 26,749 2026 26,506 Total lease payments $ 207,632 Less effects of imputed interest (8,958 ) Present value of lease liabilities $ 198,674 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Accrued royalties $ 217,868 $ 274,085 Accrued professional fees 110,008 693,803 Accrued consulting fees - 26,667 Accrued development costs 32,214 172,164 Esports prize money - 125,202 Accrued taxes 40,000 149,842 Accrued payroll 500,522 372,358 Deferred revenue 270,845 311,945 Loss contingency reserve (see Note 12) 545,920 1,100,000 Accrued other 173,938 190,358 Total $ 1,891,315 $ 3,416,424 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF REGISTERED DIRECT OFFERINGS AND WAINWRIGHT WARRANTS | SCHEDULE OF REGISTERED DIRECT OFFERINGS AND WAINWRIGHT WARRANTS Offering Date Shares Issued Gross Proceeds Net Proceeds Warrants Issued Warrant Strike Price Warrant Term Registered direct offering 1 February 1, 2023 183,020 $ 3.9 $ 3.6 10,981 $ 26.75 5 Registered direct offering 2 February 2, 2023 144,366 $ 3.4 $ 3.1 8,662 $ 29.38 5 Registered direct offering 3 February 3, 2023 232,188 $ 4.0 $ 3.7 13,931 $ 21.74 5 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS | The following table presents the weighted-average assumptions, weighted average grant date fair value, and the range of expected price volatility: SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS For the Year Ended December 31, 2023 2022 Risk-free interest rate 3.35 4.62 % 1.50 3.82 % Expected volatility 90 105 % 60 90 % Weighted-average volatility 98 % 64 % Expected term 1 5.5 5.5 6 Expected dividends None None Weighted-average grant date fair value per share $ 2.45 $ 18.85 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2022: SCHEDULE OF STOCK OPTIONS ACTIVITY Options Weighted- Average Exercise Prices Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2022 55,169 $ 203.60 Granted 69,988 42.27 Exercised - - Forfeited, cancelled or expired (47,904 ) 65.00 Outstanding as of December 31, 2022 77,253 $ 143.39 8.60 $ - Vested and expected to vest 77,253 $ 143.39 8.60 $ - Exercisable as of December 31, 2022 49,805 $ 179.59 8.32 $ - The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2023: Options Weighted- Average Exercise Prices Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2023 77,253 $ 143.39 Granted 57,566 5.41 Exercised - - Forfeited, cancelled or expired (60,054 ) 155.82 Outstanding as of December 31, 2023 74,765 $ 20.68 9.26 $ - Vested and expected to vest 74,765 $ 20.68 9.26 $ - Exercisable as of December 31, 2023 13,343 $ 12.54 8.33 $ - |
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE | The following table summarizes stock-based compensation expense resulting from equity awards included in the Company’s consolidated statements of operations: SCHEDULE OF STOCK BASED COMPENSATION EXPENSE 2023 2022 For the Year Ended December 31, 2023 2022 General and administrative $ 937,441 $ 670,080 Sales and marketing 10,219 10,648 Development 9,642 33,795 Stock-based compensation expense $ 957,302 $ 714,523 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES | The components of deferred tax assets and liabilities consist of the following at December 31, 2023 and 2022: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Assets: Net operating loss carryforwards $ 11,287,755 $ 11,151,879 Bad debts 127,284 1,026,632 Stock options 939,591 747,561 Charitable contribution carryforward 20,595 18,841 Goodwill 1,104,331 1,175,796 Unrealized gain 70,530 254,844 Other intangible assets 6,578,318 1,067,565 Other assets 89,911 33,869 Total Assets 20,218,315 15,476,987 Liabilities: Depreciable assets 21,890 19,669 Right-of-use assets 55,809 - Total Liabilities 77,699 19,669 Net asset before valuation allowance 20,140,616 15,457,318 Valuation allowance (20,140,616 ) (15,457,318 ) Net deferred tax (liability) asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE | A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE 2023 2022 Federal statutory income tax benefit 21.00 % 21.00 % State income taxes, net of federal income tax benefit 14.96 % 4.50 % Permanent differences and other (0.60 )% (0.18 )% Change in valuation allowance (32.70 )% (22.55 )% Other adjustments (2.66 )% (2.77 )% Effective income tax rate 0.00 % 0.00 % |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
SCHEDULE OF CONCENTRATIONS | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods: SCHEDULE OF CONCENTRATIONS For the Year Ended December 31, Customer 2023 2022 Customer B 29.4 % 22.5 % Customer C 27.7 % 17.4 % Customer D 25.7 % 21.3 % Total 82.8 % 61.2 % The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: December 31 , Customer 2023 2022 Customer A - *% 50.5 % Customer B 32.1 % 11.2 % Customer C 34.3 % 15.2 % Customer D 22.3 % 13.1 % Total 88.7 % 90.0 % * Less than 10%. |
Supplier Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
SCHEDULE OF CONCENTRATIONS | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods: SCHEDULE OF CONCENTRATIONS For the Year Ended December 31, Supplier 2023 2022 Supplier A 21.3 % 16.2 % Supplier C - * % 23.2 % Total 21.3 % 39.4 % * Less than 10%. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION | Segment information available with respect to these reportable business segments was as follows: SCHEDULE OF SEGMENT REPORTING INFORMATION 2023 2022 For the Year Ended December 31, 2023 2022 Revenues: Gaming $ 6,619,502 $ 9,144,639 Esports 290,172 1,179,920 Total Revenues $ 6,909,674 $ 10,324,559 Cost of Revenues: Gaming $ 3,245,740 $ 4,080,724 Esports 374,755 879,593 Total Cost of Revenues $ 3,620,495 $ 4,960,317 Gross Profit (Loss): Gaming $ 3,373,762 $ 5,063,915 Esports (84,583 ) 300,327 Total Gross Profit $ 3,289,179 $ 5,364,242 Loss From Operations: Gaming $ (18,859,126 ) $ (34,402,894 ) Esports (549,979 ) (623,510 ) Total Loss From Operations $ (19,409,105 ) $ (35,026,404 ) Depreciation and Amortization: Gaming $ 349,236 $ 385,426 Esports 49,465 34,711 Total Depreciation and Amortization $ 398,701 $ 420,137 Interest Expense, net: Gaming $ (772,989 ) $ (1,148,204 ) Esports - - Total Interest Expense, net $ (772,989 ) $ (1,148,204 ) Other Expense (Income), net: Gaming $ 5,858,338 $ (652,338 ) Esports 571 (13,508 ) Total Other Expense (Income), net: $ 5,858,909 $ (665,846 ) Net Loss: Gaming $ (13,773,777 ) $ (36,203,435 ) Esports (549,408 ) (637,019 ) Total Net Loss $ (14,323,185 ) $ (36,840,454 ) December 31, 2023 December 31, 2022 Total Assets: Gaming $ 7,892,388 $ 16,315,359 Esports 1,866,316 2,582,433 Total Assets $ 9,758,704 $ 18,897,792 |
BUSINESS ORGANIZATION, NATURE_2
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ 14,323,185 | $ 36,840,454 | |
Net cash provided by used in operating activities | 12,916,182 | 19,520,470 | |
Retained earnings accumulated deficit | 87,030,270 | 73,979,131 | |
Cash and cash equivalents | 1,675,210 | 979,306 | |
Cash and cash equivalents, decreased | 695,904 | $ (16,840,334) | |
Average net cash decrease | 1,100,000 | ||
At The Market [Member] | |||
Aggregate offering price | 2,900,000 | ||
Available for future sales | 2,900,000 | ||
Available for future sales | 1,100,000 | ||
Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | Common Class A [Member] | |||
Aggregate offering price | $ 10,000,000 | ||
Subsequent Event [Member] | |||
Cash and cash equivalents, decreased | $ 1,300,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 962,459 | $ 924,707 |
Less: accumulated depreciation | (714,766) | (402,274) |
Property and equipment, net | $ 247,693 | 522,433 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,498 | 17,450 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] | |
Property and equipment, gross | $ 160,606 | 146,370 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 10 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 784,355 | $ 760,887 |
SCHEDULE OF INTANGIBLE ASSETS E
SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Licensing Agreements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 1 year |
Licensing Agreements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 5 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 6 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
SUMMARY OF REVENUE RECOGNIZED (
SUMMARY OF REVENUE RECOGNIZED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Total Revenues | $ 6,909,674 | $ 10,324,559 |
Gaming [Member] | ||
Product Information [Line Items] | ||
Total Revenues | 6,619,502 | 9,144,639 |
Esports [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 290,172 | $ 1,179,920 |
SCHEDULE OF CALCULATION WEIGHTE
SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 108,339 | 77,253 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 74,765 | 77,253 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 33,574 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sales allowances | $ 500,000 | $ 2,300,000 |
Sales allowances and price protection reserves | 1,200,000 | 4,300,000 |
Sales return and price protection reserves | 100,000 | 2,000,000 |
Gain loss on foreign currency translation | 800,000 | 800,000 |
Net income loss | (13,051,139) | (35,990,805) |
Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Net income loss | 1,100,000 | |
Contract Liability [Member] | ||
Revenue recognized | $ 300,000 | $ 500,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.3 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Beginning | $ 13,360,230 | $ 20,485,809 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Intangible assets, ending | Intangible assets, ending |
Impairment | $ (4,004,627) | $ (4,828,478) |
Amortization | (1,892,466) | (1,728,955) |
Foreign currency translation adjustment | (135,559) | (568,146) |
Additions | 757,500 | |
Impairment | 4,004,627 | 4,828,478 |
Disposal of intangible assets | (2,289,271) | |
Intangible assets, ending | $ 5,795,807 | 13,360,230 |
Weighted average remaining amortization | ||
Licensing Agreements (Indefinite) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | $ 1,546,645 | 2,810,000 |
Intangible assets, net ending | 1,546,645 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | 212,185 | 2,672,581 |
Impairment of intangible assets | (2,400,431) | |
Amortization | ||
Foreign currency translation adjustment | 11,009 | (59,965) |
Additions | ||
Disposal of intangible assets | ||
Intangible assets, net ending | 223,194 | 212,185 |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions | ||
Intangible assets, net ending | 1,495,515 | |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | 7,198,363 | 7,198,363 |
Impairment | (3,600,720) | |
Amortization | ||
Foreign currency translation adjustment | (2,364) | |
Additions | 757,500 | |
Impairment | 3,600,720 | |
Disposal of intangible assets | (3,446,613) | |
Intangible assets, net ending | $ 906,166 | 7,198,363 |
Weighted average remaining amortization | 1 year | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | $ 8,656,842 | 10,364,541 |
Impairment | (487,648) | (1,320,993) |
Amortization | ||
Foreign currency translation adjustment | (53,257) | (386,706) |
Additions | ||
Impairment | 487,648 | 1,320,993 |
Disposal of intangible assets | ||
Intangible assets, net ending | 8,115,937 | 8,656,842 |
Distribution Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | 560,000 | 560,000 |
Impairment | ||
Amortization | ||
Foreign currency translation adjustment | ||
Additions | ||
Impairment | ||
Disposal of intangible assets | ||
Intangible assets, net ending | 560,000 | 560,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net beginning | 243,243 | 257,530 |
Impairment | (64,927) | |
Amortization | ||
Foreign currency translation adjustment | 1,950 | (14,287) |
Additions | ||
Impairment | 64,927 | |
Disposal of intangible assets | ||
Intangible assets, net ending | $ 180,266 | 243,243 |
Weighted average remaining amortization | ||
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, amortization beginning | $ (5,057,048) | (3,377,206) |
Impairment | (148,668) | |
Amortization | (1,892,466) | (1,728,955) |
Foreign currency translation adjustment | (41,767) | 49,113 |
Additions | ||
Impairment | 148,668 | |
Disposal of intangible assets | 1,157,342 | |
Intangible assets, amortization ending | $ (5,685,271) | 5,057,048 |
Weighted average remaining amortization | ||
Licensing Agreements (Indefinite) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | (1,107,054) | |
Amortization | ||
Foreign currency translation adjustment | (51,130) | $ (156,301) |
Disposal of intangible assets | ||
Weighted average remaining amortization | ||
Software Licenses Finite [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization | 3 years 3 months 18 days | |
Distribution Contracts Finite [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization | ||
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization |
SCHEDULE OF ACCUMULATED AMORTIZ
SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | $ 5,057,048 | $ 3,377,206 |
Accumulated amortization, ending | 5,685,271 | 5,057,048 |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 1,146,010 | 912,260 |
Amortization expense | 463,439 | 233,750 |
Foreign currency translation adjustment | (4,901) | |
Foreign currency translation adjustment | 4,901 | |
Impairment | (148,668) | |
Disposals | (1,157,342) | |
Accumulated amortization, ending | 298,538 | 1,146,010 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 3,212,135 | 1,843,716 |
Amortization expense | 1,387,664 | 1,416,273 |
Foreign currency translation adjustment | 46,668 | (47,854) |
Foreign currency translation adjustment | (46,668) | 47,854 |
Accumulated amortization, ending | 4,646,467 | 3,212,135 |
Distribution Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 560,000 | 560,000 |
Amortization expense | ||
Accumulated amortization, ending | 560,000 | 560,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 138,903 | 61,230 |
Amortization expense | 41,363 | 78,933 |
Foreign currency translation adjustment | (1,260) | |
Foreign currency translation adjustment | 1,260 | |
Accumulated amortization, ending | 180,266 | 138,903 |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 1,892,466 | 1,728,956 |
Foreign currency translation adjustment | (41,767) | 49,114 |
Foreign currency translation adjustment | 41,767 | (49,114) |
Impairment | (148,668) | |
Disposals | (1,157,342) | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Foreign currency translation adjustment | ||
Foreign currency translation adjustment |
SCHEDULE OF ESTIMATED AGGREGATE
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) | Dec. 31, 2023 USD ($) |
Impairment Effects on Earnings Per Share [Line Items] | |
Amortization on non-amortizing finite-lived intangible assets | $ 1,700,000 |
Finite-Lived Intangible Assets [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
2024 | 2,059,284 |
2025 | 870,962 |
2026 | 870,962 |
2027 | 98,593 |
2028 | 30,711 |
Thereafter | 146,587 |
Estimated aggregate amortization expense | $ 4,077,099 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill | $ 4,788,270 | $ 4,867,465 | |
Impairment loss | $ (4,000,000) | (4,788,270) | |
Foreign exchange | (79,195) | ||
Goodwill | 4,788,270 | ||
Accumulated impairment loss | (4,788,270) | ||
Goodwill net | |||
Games [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 4,723,687 | 4,802,882 | |
Impairment loss | (4,723,687) | ||
Foreign exchange | (79,195) | ||
Goodwill | 4,723,687 | ||
Accumulated impairment loss | (4,723,687) | ||
Goodwill net | |||
Esports [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 64,583 | 64,583 | |
Impairment loss | (64,583) | ||
Foreign exchange | |||
Goodwill | 64,583 | ||
Accumulated impairment loss | (64,583) | ||
Goodwill net |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Paid for the assignment | $ 5,000,000 | ||||||||
Notes payable | $ 500,000 | ||||||||
Other income | $ 3,000,000 | ||||||||
Impairment loss | $ 4,000,000 | $ 4,788,270 | |||||||
Impairment of intangible assets | $ 4,004,627 | 4,828,478 | |||||||
R Factor Two Trade [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | $ 2,100,000 | ||||||||
LeMans Gaming License [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | 1,100,000 | ||||||||
r Factor 2 Software Technology [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | $ 1,300,000 | ||||||||
rFactor 2 Trade Name [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | $ 100,000 | $ 200,000 | |||||||
Le Mans Esports Series Limited [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Ownership percentage | 51% | 45% | |||||||
Studio Three Nine Seven [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Ownership percentage | 100% |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment loss | $ 4,000,000 | $ 4,788,270 | |
Goodwill |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Short-term operating lease expense | $ 128,809 | $ 145,326 |
Operating lease expense | 249,604 | 437,312 |
Total lease costs | $ 378,413 | $ 582,638 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS (Details) | Dec. 31, 2023 |
Leases | |
Weighted-average remaining lease term - operating leases (years) | 3 years 2 months 4 days |
Weighted-average discount rate - operating leases | 7.50% |
SCHEDULE OF CASH FLOW SUPPLEMEN
SCHEDULE OF CASH FLOW SUPPLEMENTAL (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 211,698 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2024 | $ 154,377 |
2025 | 26,749 |
2026 | 26,506 |
Total lease payments | 207,632 |
Less effects of imputed interest | (8,958) |
Present value of lease liabilities | $ 198,674 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 217,868 | $ 274,085 |
Accrued professional fees | 110,008 | 693,803 |
Accrued consulting fees | 26,667 | |
Accrued development costs | 32,214 | 172,164 |
Esports prize money | 125,202 | |
Accrued taxes | 40,000 | 149,842 |
Accrued payroll | 500,522 | 372,358 |
Deferred revenue | 270,845 | 311,945 |
Loss contingency reserve (see Note 12) | 545,920 | 1,100,000 |
Accrued other | 173,938 | 190,358 |
Total | $ 1,891,315 | $ 3,416,424 |
RELATED PARTY LOANS (Details Na
RELATED PARTY LOANS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 08, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Liine of credit | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | ||
Principal and accrued interest payments | $ 3,900,000 | ||||
Line of credit current | 0 | 3,700,000 | |||
Accrued related party | 0 | $ 100,000 | |||
Common Class A [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt conversion, shares issued | 780,385 | ||||
Support Agreement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Liine of credit | $ 12,000,000 | $ 3,000,000 | |||
Majority Shareholder [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Liine of credit | $ 12,000,000 | ||||
Interest rate | 10% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | |||
Mar. 23, 2023 USD ($) | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | Sep. 08, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Line of credit | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | |
Payment to related parties | 800,000 | |||
Payment to related parties | $ 100,000 | 200,000 | ||
Area of land | ft² | 2,000 | |||
New Services Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly fee payment | $ 17,500 | $ 210,000 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 100,000 | $ 200,000 |
SCHEDULE OF REGISTERED DIRECT O
SCHEDULE OF REGISTERED DIRECT OFFERINGS AND WAINWRIGHT WARRANTS (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Registered Direct Offering One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Offering Date | Feb. 01, 2023 |
Shares Issued | shares | 183,020 |
Warrant Strike Price | $ / shares | $ 26.75 |
Gross proceeds | $ | $ 3.9 |
Net Proceeds | $ | $ 3.6 |
Warrants issued | shares | 10,981 |
Warrants Term | 5 years |
Registered Direct Offering Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Offering Date | Feb. 02, 2023 |
Shares Issued | shares | 144,366 |
Warrant Strike Price | $ / shares | $ 29.38 |
Gross proceeds | $ | $ 3.4 |
Net Proceeds | $ | $ 3.1 |
Warrants issued | shares | 8,662 |
Warrants Term | 5 years |
Registered Direct Offering Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Offering Date | Feb. 03, 2023 |
Shares Issued | shares | 232,188 |
Warrant Strike Price | $ / shares | $ 21.74 |
Gross proceeds | $ | $ 4 |
Net Proceeds | $ | $ 3.7 |
Warrants issued | shares | 13,931 |
Warrants Term | 5 years |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Common stock voting rights | Holders of Class A and Class B common stock are entitled to one-vote and ten-votes, respectively, for each share held on all matters submitted to a vote of stockholders | ||
Transaction fee percentage | 7% | ||
Fair value of warrants | $ (446,902) | ||
Stock issued during period value new issues | 10,571,534 | $ 38,686 | |
Wainwright Warrants [Member] | |||
Class of Stock [Line Items] | |||
Fair value of warrants | $ 31,000 | ||
704 Games Company [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstanding term | 10 years | 10 years | |
Shares of common stock | 4,000 | 4,000 | |
Stock option exercise price increase | $ 93.03 | $ 93.03 | |
Warrants intrinsic value | $ 0 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 2,722,728 | 1,183,812 | |
Common stock voting rights | Class A common stock, with 1 vote per share | ||
Percentage of aggregate number of shares of common stock placed in each offering | 6% | ||
Common Class A [Member] | Alumni Capital LP [Member] | Stock Purchase Commitment Agreement [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during period shares new issues | 2,000,000 | 175,167 | |
Stock issued during period value new issues | $ 657,850 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 700,000 | 700,000 | |
Common stock voting rights | Class B common stock, with 10 votes |
SCHEDULE OF FAIR VALUE STOCK OP
SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average volatility | 98% | 64% |
Expected dividends | 0% | 0% |
Weighted average grant date fair value | $ 2.45 | $ 18.85 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.35% | 1.50% |
Expected volatility | 90% | 60% |
Expected term | 1 year | 5 years 6 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.62% | 3.82% |
Expected volatility | 105% | 90% |
Expected term | 5 years 6 months | 6 years |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, beginning | 77,253 | 55,169 |
Weighted-Average Exercise Prices, beginning | $ 143.39 | $ 203.60 |
Number of Options, granted | 57,566 | 69,988 |
Weighted-Average Exercise Prices, Granted | $ 5.41 | $ 42.27 |
Number of Options, Exercised | ||
Weighted-Average Exercise Prices, Exercised | ||
Number of Options, Forfeited, Cancelled or expired | (60,054) | (47,904) |
Weighted-Average Exercise Prices, Forfeited, Cancelled or expired | $ 155.82 | $ 65 |
Number of Options, ending | 74,765 | 77,253 |
Weighted-Average Exercise Prices, ending | $ 20.68 | $ 143.39 |
Weighted-Average Remaining Contractual Term (in years) outstanding | 9 years 3 months 3 days | 8 years 7 months 6 days |
Aggregate Intrinsic Value outstanding | ||
Number of Options, Vested and expected to vest | 74,765 | 77,253 |
Weighted-Average Exercise Prices, Vested and expected to vest | $ 20.68 | $ 143.39 |
Weighted-Average Remaining Contractual Term (in years), Vested and expected to vest | 9 years 3 months 3 days | 8 years 7 months 6 days |
Aggregate Intrinsic Value, Vested and expected to vest | ||
Number of Options, Exercisable ending | 13,343 | 49,805 |
Weighted-Average Exercise Prices, Exercisable, ending | $ 12.54 | $ 179.59 |
Weighted-Average Remaining Contractual Term (in years), Exercisable | 8 years 3 months 29 days | 8 years 3 months 25 days |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 957,302 | $ 714,523 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 937,441 | 670,080 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 10,219 | 10,648 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 9,642 | $ 33,795 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |||||
Nov. 09, 2023 | Jun. 09, 2023 | Apr. 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 12, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of options, granted | 57,566 | 69,988 | ||||
Number of stock option exercised | ||||||
Unrecognized stock based compensation expense | $ 87,720 | |||||
Compensation expense period | 2 years | |||||
MSGM 2021 Stock Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation expiring period | 10 years | |||||
MSGM 2021 Stock Plan [Member] | Board of Directors [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of options, granted | 26,316 | |||||
Grant date fair value | $ 100,000 | |||||
Common Class A [Member] | MSGM 2021 Stock Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares available for issuance | 47,291 | 100,000 | ||||
Common Class A [Member] | MSGM 2021 Stock Plan [Member] | Consultant [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant date fair value | $ 100,000 | $ 30,000 | ||||
Number of options, granted | 31,250 | 21,394 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | ||||||||||||||||||
Nov. 22, 2023 USD ($) | Nov. 08, 2023 USD ($) | Oct. 16, 2023 USD ($) | Oct. 14, 2023 USD ($) | Jan. 17, 2023 USD ($) | Jan. 11, 2023 USD ($) | Jul. 21, 2022 USD ($) | Apr. 22, 2022 USD ($) | Apr. 20, 2021 USD ($) | May 29, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | Jan. 15, 2023 USD ($) | Dec. 15, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jul. 19, 2022 | Jan. 25, 2021 | Aug. 11, 2020 | |
Loss Contingencies [Line Items] | |||||||||||||||||||
Loss on contingency | $ 0 | $ 1,100,000 | |||||||||||||||||
Fund for research | 8,830,000 | € 8,000,000 | |||||||||||||||||
Earned royalties | 95,000 | 163,000 | |||||||||||||||||
Payments to Acquire Intangible Assets | 757,500 | ||||||||||||||||||
Other income (expense) | 5,858,909 | (665,846) | |||||||||||||||||
Other non-current liabilities | 31,098 | 3,055,498 | |||||||||||||||||
Studio Three Nine Seven [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Voting interest acquired | 100% | ||||||||||||||||||
Deferred payment | $ 12,800,000 | ||||||||||||||||||
Studio Three Nine Seven [Member] | First Anniversary Of Closing [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Deferred payment | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Studio Three Nine Seven [Member] | Deferred Payment [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Contingent consideration liability to be paid | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | 600,000 | $ 150,000 | $ 100,000 | $ 330,000 | ||||||||||||
letter agreements, description | pursuant to which, among other things, the Deferred Payment installment amount due to be paid by the Company on the first anniversary of closing was reduced from $3.2 million to $1 million with the remaining $2.2 million to be settled in installments of: $330,000 to be paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining Deferred Payment amount is satisfied | pursuant to which, among other things, the Deferred Payment installment amount due to be paid by the Company on the first anniversary of closing was reduced from $3.2 million to $1 million with the remaining $2.2 million to be settled in installments of: $330,000 to be paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining Deferred Payment amount is satisfied | |||||||||||||||||
Remaining consideration | $ 2,200,000 | $ 2,200,000 | |||||||||||||||||
Contingent consideration interest | 300,000 | ||||||||||||||||||
LeMans Esports Series Ltd [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Ownership percent | 45% | ||||||||||||||||||
LeMans Esports Series Ltd [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Ownership percent | 51% | ||||||||||||||||||
Assignment and Assumption Agreement [Member] | Leo Capital [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation settlement amount | $ 200,000 | $ 200,000 | |||||||||||||||||
Licensing Agreement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
License fee royalty percentage | 5% | ||||||||||||||||||
BTCC License Agreement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Payments to Acquire Intangible Assets | $ 100,000 | ||||||||||||||||||
BTCC License Agreement [Member] | Other Current Liabilities [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Purchase commitment liabilities | 900,000 | ||||||||||||||||||
INDYCAR License Agreement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Purchase commitment liabilities | 2,900,000 | ||||||||||||||||||
Liquidating damage claim amount | $ 2,900,000 | ||||||||||||||||||
Other income (expense) | $ 600,000 | ||||||||||||||||||
Other non-current liabilities | $ 3,200,000 | ||||||||||||||||||
Letter Agreement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||
Continental [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation settlement expense | $ 1,100,000 | ||||||||||||||||||
Litigation settlement amount | $ 100,000 | $ 1,100,000 | |||||||||||||||||
Payments of litigation settlement | $ 40,000 | ||||||||||||||||||
Hallmark Settlement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation settlement payment | $ 1,750,000 |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,287,755 | $ 11,151,879 |
Bad debts | 127,284 | 1,026,632 |
Stock options | 939,591 | 747,561 |
Charitable contribution carryforward | 20,595 | 18,841 |
Goodwill | 1,104,331 | 1,175,796 |
Unrealized gain | 70,530 | 254,844 |
Other intangible assets | 6,578,318 | 1,067,565 |
Other assets | 89,911 | 33,869 |
Total Assets | 20,218,315 | 15,476,987 |
Depreciable assets | 21,890 | 19,669 |
Right-of-use assets | 55,809 | |
Total Liabilities | 77,699 | 19,669 |
Net asset before valuation allowance | 20,140,616 | 15,457,318 |
Valuation allowance | (20,140,616) | (15,457,318) |
Net deferred tax (liability) asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax benefit | 21% | 21% |
State income taxes, net of federal income tax benefit | 14.96% | 4.50% |
Permanent differences and other | (0.60%) | (0.18%) |
Change in valuation allowance | (32.70%) | (22.55%) |
Other adjustments | (2.66%) | (2.77%) |
Effective income tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax valuation allowance, increased | $ 4.7 | $ 8.2 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 40.5 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 42 |
SCHEDULE OF CONCENTRATIONS (Det
SCHEDULE OF CONCENTRATIONS (Details) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 29.40% | 22.50% | ||
Customer B [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 32.10% | 11.20% | ||
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 27.70% | 17.40% | ||
Customer C [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 34.30% | 15.20% | ||
Customer D [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 25.70% | 21.30% | ||
Customer D [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 22.30% | 13.10% | ||
Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 82.80% | 61.20% | ||
Customer [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 88.70% | 90% | ||
Customer A [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | [1] | 50.50% | ||
Supplier A [Member] | Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 21.30% | 16.20% | ||
Supplier B [Member] | Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | [2] | 23.20% | ||
Supplier [Member] | Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 21.30% | 39.40% | ||
[1]Less than 10%.[2]Less than 10%. |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue from External Customer [Line Items] | |||
Total Revenues | $ 6,909,674 | $ 10,324,559 | |
Total Cost of Revenues | [1] | 3,620,495 | 4,960,317 |
Total Gross Profit | 3,289,179 | 5,364,242 | |
Total Loss From Operations | (19,409,105) | (35,026,404) | |
Total Depreciation and Amortization | 398,701 | 420,137 | |
Total Interest Expense, net | (772,989) | (1,148,204) | |
Total Other Expense (Income), net: | 5,858,909 | (665,846) | |
Total Net Loss | (14,323,185) | (36,840,454) | |
Total Assets | 9,758,704 | 18,897,792 | |
Gaming [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenues | 6,619,502 | 9,144,639 | |
Total Cost of Revenues | 3,245,740 | 4,080,724 | |
Total Gross Profit | 3,373,762 | 5,063,915 | |
Total Loss From Operations | (18,859,126) | (34,402,894) | |
Total Depreciation and Amortization | 349,236 | 385,426 | |
Total Interest Expense, net | (772,989) | (1,148,204) | |
Total Other Expense (Income), net: | 5,858,338 | (652,338) | |
Total Net Loss | (13,773,777) | (36,203,435) | |
Total Assets | 7,892,388 | 16,315,359 | |
Esports [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenues | 290,172 | 1,179,920 | |
Total Cost of Revenues | 374,755 | 879,593 | |
Total Gross Profit | (84,583) | 300,327 | |
Total Loss From Operations | (549,979) | (623,510) | |
Total Depreciation and Amortization | 49,465 | 34,711 | |
Total Interest Expense, net | |||
Total Other Expense (Income), net: | 571 | (13,508) | |
Total Net Loss | (549,408) | (637,019) | |
Total Assets | $ 1,866,316 | $ 2,582,433 | |
[1]Includes related party costs of $ 0 6,228 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - Segment | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 26, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 05, 2024 | |
Subsequent Event [Line Items] | ||||
Grant option award to purchase, shares | 57,566 | 69,988 | ||
Option award expected vested, shares | 74,765 | 77,253 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Minimum stockholders equity requirement | $ 2,500,000 | |||
Subsequent Event [Member] | Chief Executive Officer [Member] | Class A Common Stock [Member] | MSGM 2021 Stock Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Grant option award to purchase, shares | 46,000 | |||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||
Subsequent Event [Line Items] | ||||
Option award vested, shares | 11,500 | |||
Option award expected vested, shares | 34,500 |