Basisstatistiken
| CIK | 1821175 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Motorsport Games Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 26, 2026 |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Motorsport Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies, effective as of 12:01 a.m. Eastern Time on May 24, 2026, as follows: 1. The Corporation filed its Certificate of Incorporation with the Secretary of State of the State o |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2026 Motorsport Games Inc. |
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| May 26, 2026 |
AMENDMENT NO. 2 TO THE BYLAWS OF MOTORSPORT GAMES INC. Exhibit 3.2 AMENDMENT NO. 2 TO THE BYLAWS OF MOTORSPORT GAMES INC. This Amendment No. 2 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”), as adopted pursuant to Section 6.07 of said by-laws, is effective as of the 24th day of May, 2026. Article 2.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof |
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| May 13, 2026 |
Motorsport Games Reports First Quarter 2026 Financial Results Exhibit 99.1 Motorsport Games Reports First Quarter 2026 Financial Results MIRAMAR, Florida –May 13, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its first quarter ended March 31, 2026. The Company has also posted the first quarter 2026 earnings slides highlighting key milestones that occurred during and subsequent to the pe |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2026 Motorsport Games Inc. |
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| May 13, 2026 |
Exhibit 99.2 |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| April 30, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Motorsport Games Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, $0.0001 par value per share 457(a) 500,000 $ 3.8924 $ 1,946,200.00 0.0001381 $ 268.77 Tot |
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| April 30, 2026 |
As filed with the Securities and Exchange Commission on April 30, 2026 As filed with the Securities and Exchange Commission on April 30, 2026 Registration No. |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2026 Motorsport Games Inc. |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| April 23, 2026 |
Exhibit 10.1 Execution Copy SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this “Agreement”) is dated as of April 22, 2026, between Driven Lifestyle Group LLC, a Florida limited liability company (the “Seller”), and Motorsport Games Inc., a Delaware corporation (the “Company”). WHEREAS, the Seller owns (i) 1,158,848 shares of the Company’s Class A Common Stock, par value $0.0001 per s |
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| April 23, 2026 |
AMENDMENT TO THE Amended and Restated Motorsport Games INC. 2021 Equity Incentive Plan Exhibit 10.2 AMENDMENT TO THE Amended and Restated Motorsport Games INC. 2021 Equity Incentive Plan Whereas, the Board of Directors (the “Board”) of Motorsport Games Inc. (the “Company”) heretofore established the Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”); and Whereas, the Board desires to amend the Plan to increase the maximum number of shares of the Company’s Class A common s |
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| April 23, 2026 |
FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Motorsport Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies, effective as of 12:01 a.m. Eastern Time on , 2026, as follows: 1. The Corporation filed its Certificate of Incorporation with the Secretary of State of the State |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2026 Motorsport Games Inc. |
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| April 23, 2026 |
FORM OF AMENDMENT NO. 2 TO THE BYLAWS OF MOTORSPORT GAMES INC. Exhibit 3.2 FORM OF AMENDMENT NO. 2 TO THE BYLAWS OF MOTORSPORT GAMES INC. This Amendment No. 2 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”), as adopted pursuant to Section 6.07 of said by-laws, is effective as of the [●] day of , 2026. Article 2.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu the |
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| April 21, 2026 |
Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum Exhibit 99.1 Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum MIRAMAR, Florida, April 21, 2026— Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that the Company’s annual meeting of shareholders, on April 2 |
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| April 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2026 Motorsport Games Inc. |
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| April 21, 2026 |
Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum Exhibit 99.1 Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum MIRAMAR, Florida, April 21, 2026— Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that the Company’s annual meeting of shareholders, on April 2 |
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| April 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2026 Motorsport Games Inc. |
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| April 17, 2026 |
Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum Exhibit 99.1 Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum MIRAMAR, Florida, April 17, 2026— Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that the Company’s annual meeting of shareholders, on April 1 |
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| April 17, 2026 |
Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum Exhibit 99.1 Motorsport Games Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum MIRAMAR, Florida, April 17, 2026— Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that the Company’s annual meeting of shareholders, on April 1 |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2026 Motorsport Games Inc. |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2026 Motorsport Games Inc. |
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| April 2, 2026 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is entered into as of March 27, 2026 (the “Effective Date”), by and between Motorsport Games Inc., a Delaware corporation, with principal executive offices currently located at 3350 SW 148th Avenue, Suite 207, Miramar, FL 33027 (the “Company”), and Stanley Beckley (“Executive”) (each, a “Party,” and |
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| April 2, 2026 |
Exhibit 10.1 STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT BETWEEN MOTORSPORT GAMES LIMITED AND STEPHEN HOOD DATED: March 27, 2026 Parties 1. Motorsport Games Ltd incorporated and registered in England and Wales with company number 12445844 whose registered office is at Silverstone Innovation Centre, Silverstone Park, Silverstone, NN12 8GX (“Company”, “Employer” or “we”). 2. Stephen Hood (“Execu |
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| April 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2026 Motorsport Games Inc. |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| March 16, 2026 |
2025 Annual Report to Shareholders Motorsport Games Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39868 Motorsport Gam |
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| March 10, 2026 |
Exhibit 99.2 |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2026 Motorsport Games Inc. |
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| March 10, 2026 |
Motorsport Games Reports Fourth Quarter & Full Year 2025 Financial Results Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2025 Financial Results MIRAMAR, Florida – March 10, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2025. The Company has also posted the fourth quarter and fiscal year-end 2025 earnings slides highlighting key |
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| March 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| February 25, 2026 |
Exhibit 10.2 |
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| February 25, 2026 |
Exhibit 10.1 |
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| February 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2026 Motorsport Games Inc. |
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| November 6, 2025 |
Exhibit 10.1 LOAN TERMINATION AGREEMENT THIS LOAN TERMINATION AGREEMENT (this “Agreement”) is made as of this November 5, 2025 (the “Effective Date”), by and between Driven Lifestyle Group LLC, a Florida limited liability company formerly known as Motorsport Network, LLC, a Delaware corporation (the “Holder”), and Motorsport Games Inc., a Delaware corporation resulting from the conversion of Motor |
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| November 6, 2025 |
Exhibit 99.2 |
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| November 6, 2025 |
Motorsport Games Reports Third Quarter 2025 Financial Results Exhibit 99.1 Motorsport Games Reports Third Quarter 2025 Financial Results MIRAMAR, Florida –November 6, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its third quarter ended September 30, 2025. The Company has also posted the third quarter 2025 earnings slides highlighting key milestones that occurred during the period, whic |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2025 Motorsport Games Inc. |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2025 Motorsport Games Inc. |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Motorsport Games Inc. |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| August 13, 2025 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 Motorsport Games Inc. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport |
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| August 13, 2025 |
Motorsport Games Reports Second Quarter 2025 Financial Results Exhibit 99.1 Motorsport Games Reports Second Quarter 2025 Financial Results MIAMI, Florida –August 13, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its second quarter ended June 30, 2025. The Company has also posted the second quarter 2025 earnings slides highlighting key milestones that occurred during and subsequent to the |
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| June 12, 2025 |
2,272,728 Shares Class A common stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287673 PROSPECTUS 2,272,728 Shares Class A common stock This prospectus relates to the resale from time to time of up to 2,272,728 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Motorsport Games Inc. by the Selling Stockholders identified in this prospectus, including their pledgees, assignees, done |
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| June 9, 2025 |
June 9, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 6, 2025 |
June 6, 2025 Stephen Hood President and Chief Executive Officer Motorsport Games Inc. |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 Motorsport Games Inc. |
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| May 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Motorsport Games Inc. |
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| May 30, 2025 |
As filed with the Securities and Exchange Commission on May 30, 2025 As filed with the Securities and Exchange Commission on May 30, 2025 Registration No. |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2025 Motorsport Games Inc. |
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| May 9, 2025 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor |
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| May 9, 2025 |
Motorsport Games Reports First Quarter 2025 Financial Results Exhibit 99.1 Motorsport Games Reports First Quarter 2025 Financial Results MIAMI, Florida – May 9, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its first quarter ended March 31, 2025. The Company has also posted the first quarter 2025 earnings slides highlighting key milestones that occurred during and subsequent to the peri |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 Motorsport Games Inc. |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 Motorsport Games Inc. |
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| April 17, 2025 |
Motorsport Games Regains Compliance With Nasdaq Listing Rules Exhibit 99.1 Motorsport Games Regains Compliance With Nasdaq Listing Rules MIAMI, Florida - April 17, 2025 – Motorsport Games Inc. (“Motorsport Games” or “the Company”), the racing game developer and publisher of prominent simulation racing (or “sim racing”) titles including Le Mans Ultimate, is pleased to announce that it has regained compliance with the stockholders’ equity requirement of the Na |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2025 Motorsport Games Inc. |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2025 Motorsport Games Inc. |
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| April 14, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2025, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| April 14, 2025 |
Pre-Funded Warrant, dated April 11, 2025 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2025 Motorsport Games Inc. |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| March 21, 2025 |
2024 Annual Report to Shareholders Motorsport Games Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| March 20, 2025 |
Code of Ethics and Business Conduct Exhibit 19.1 |
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| March 20, 2025 |
Motorsport Games Reports Fourth Quarter & Full Year 2024 Financial Results Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2024 Financial Results MIAMI, Florida – March 20, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2024. The Company has also posted the fourth quarter and fiscal year-end 2024 earnings slides highlighting key m |
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| March 20, 2025 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| March 20, 2025 |
Subsidiaries of Motorsport Games Inc. Exhibit 21.1 Subsidiaries of the Registrant Entity Name State or Other Jurisdiction of Incorporation or Organization 704Games Company Delaware MS Gaming Development LLC (1) Russia Motorsport Games Limited United Kingdom Racing Pro League, LLC Delaware Motorsport Games Inc. Delaware Motorsport Games Australia PTY LTD Australia Le Mans Esports Series Limited United Kingdom Studio397 B.V. Netherlands |
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| March 20, 2025 |
Amended and Restated Insider Trading Policy Exhibit 19.2 Motorsport Games Inc. Amended and Restated Insider Trading Policy This Amended and Restated Insider Trading Policy (“Policy”) provides the standards of Motorsport Games Inc. (“Motorsport” or the “Company”) with respect to transactions in securities of the Company and the handling of confidential information about Motorsport and the companies with which Motorsport does business. The fe |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39868 Motorsport Gam |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2025 Motorsport Games Inc. |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| March 7, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Motorsport Games Inc. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2025 Motorsport Games Inc. |
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| February 26, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Motorsport Games Inc. |
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| February 26, 2025 |
Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is entered into by and between Motorsport Games Inc., a Delaware corporation (“Purchaser”), Technology in Business B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Seller”), and Luminis International, B.V., a private company with limited liability incorporated under the laws of |
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| February 4, 2025 |
Motorsport Games Inc. Announces Business Updates and Preliminary 2024 Results Exhibit 99.1 Motorsport Games Inc. Announces Business Updates and Preliminary 2024 Results MIAMI, Florida - February 4, 2025 – Motorsport Games Inc. (NASDAQ: MSGM), a racing game developer and publisher, today announced operational, financial and other business updates. Recent Highlights and Accomplishments ● Expected to generate fourth quarter 2024 revenues ranging from $1.8 million to $2.1 milli |
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| February 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 Motorsport Games Inc. |
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| December 6, 2024 |
$100,000,000 MOTORSPORT GAMES INC. Class A Common Stock Preferred Stock Debt Securities Filed pursuant to Rule 424(b)(3) Registration No. 333-283444 PROSPECTUS $100,000,000 MOTORSPORT GAMES INC. Class A Common Stock Preferred Stock Debt Securities Warrants Units We may, from time to time, offer and sell up to $100,000,000 of any combination of our Class A common stock, par value $0.0001 (the “Class A common stock”), preferred stock, par value $0.0001 (the “preferred stock”), debt sec |
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| December 6, 2024 |
Letter of Grant Thornton LLP, dated December 6, 2024 Exhibit 16.1 December 6, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Motorsport Games Inc. File No. 001-39868 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Motorsport Games Inc. dated December 6, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP Mia |
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| December 6, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Motorsport Games Inc. |
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| December 2, 2024 |
December 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 2, 2024 |
December 2, 2024 Stephen Hood Chief Executive Officer Motorsport Games Inc. 5972 NE 4th Avenue Miami, Florida 33137 Re: Motorsport Games Inc. Registration Statement on Form S-3 Filed November 25, 2024 File No. 333-283444 Dear Stephen Hood: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rule 461 regarding requests for acceleration. W |
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| November 25, 2024 |
As filed with the Securities and Exchange Commission on November 25, 2024 As filed with the Securities and Exchange Commission on November 25, 2024 Registration Statement No. |
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| November 25, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Motorsport Games Inc. |
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| November 25, 2024 |
Exhibit 4.3 MOTORSPORT GAMES, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 202 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section |
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| November 22, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2024 Motorsport Games Inc. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39868 Motor |
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| November 14, 2024 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| November 14, 2024 |
Motorsport Games Reports Third Quarter 2024 Financial Results Exhibit 99.1 Motorsport Games Reports Third Quarter 2024 Financial Results MIAMI, Florida – November 14, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its third quarter ended September 30, 2024. The Company has also posted the third quarter 2024 earnings slides highlighting key milestones that occurred during and subsequent t |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2024 Motorsport Games Inc. |
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| October 25, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 Motorsport Games Inc. |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 Motorsport Games Inc. |
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| October 4, 2024 |
Motorsport Games Considering Strategic Alternatives Exhibit 99.1 Motorsport Games Considering Strategic Alternatives MIAMI, Florida – October 4, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) is announcing that the Board of Directors has authorized management to consider strategic alternatives to maximize shareholder value, including a potential sale or merger of the Company. Management is also seeking funding tha |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| September 3, 2024 |
949,310 Shares Class A common stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-281661 PROSPECTUS 949,310 Shares Class A common stock This prospectus relates to the resale from time to time of up to 949,310 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Motorsport Games Inc. by the Selling Stockholders identified in this prospectus (the “Selling Stockholders”), including their |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| August 27, 2024 |
August 27, 2024 Stephen Hood Chief Executive Officer and President Motorsport Games Inc. |
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| August 27, 2024 |
Motorsport Games Inc. 5972 NE 4th Avenue Miami, Florida 33137 (949) 361-1200 Motorsport Games Inc. 5972 NE 4th Avenue Miami, Florida 33137 (949) 361-1200 August 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs and Larry Spirgel Re: Motorsport Games Inc. Registration Statement on Form S-1 File No: 333-281661 Request for Acceleration of Effectiveness Ladies |
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| August 20, 2024 |
As filed with the Securities and Exchange Commission on August 20, 2024 As filed with the Securities and Exchange Commission on August 20, 2024 Registration No. |
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| August 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Motorsport Games Inc. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport |
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| August 9, 2024 |
MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Exhibit 99.1 Motorsport Games Reports Second Quarter 2024 Financial Results MIAMI, Florida – August 9, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its second quarter ended June 30, 2024. The Company has also posted the second quarter 2024 earnings slides highlighting key milestones that occurred during and subsequent to the |
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| August 9, 2024 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 Motorsport Games Inc. |
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| July 29, 2024 |
Exhibit 99.1 Motorsport Games Announces $1 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, July 26, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into definitive agreements for the sale and issuance of 460,830 shares of Class A common stock (or pre-funded warrants in lieu thereof) of the Comp |
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| July 29, 2024 |
Form of Placement Agent Warrant Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 29, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 10, 2022) 351,928 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 108,902 Shares of Class A Common Stock Shares of Class A Common Stock Underlying the Pre-Funded Warrants We are offering 351,928 shares (the “Shares”) of our Class A common stock, par value $0.0001 per |
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| July 29, 2024 |
Form of Pre-Funded Common Stock Purchase Warrant Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Motorsport Games Inc. Warrant Shares: 108,902 Issue Date: July 29, 2024 Initial Exercise Date: July 29, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft |
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| July 29, 2024 |
Form of Series B Common Stock Purchase Warrant Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 Motorsport Games Inc. |
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| July 29, 2024 |
Exhibit 10.1 form SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2024, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| July 29, 2024 |
Form of Series A Common Stock Purchase Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 26, 2024 |
Canaccord Genuity The date of this prospectus supplement is July 26, 2024 Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 10, 2022) This prospectus supplement amends and supplements the information in the prospectus supplement, dated March 31, 2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-262462) (the “Prior Prospectus”), relat |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 Motorsport Games Inc. |
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| July 10, 2024 |
Motorsport Games Inc. Announces Preliminary Financial Results for Q2 2024 Exhibit 99.1 Motorsport Games Inc. Announces Preliminary Financial Results for Q2 2024 MIAMI, Florida - July 10, 2024 – Motorsport Games Inc. (NASDAQ: MSGM), a racing game developer and publisher, today disclosed its preliminary financial results on an unaudited basis for the quarter ending June 30, 2024. The company anticipates reporting net income ranging between $1.6 million and $1.8 million fo |
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| June 12, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Motorsport Games Inc. |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Motorsport Games Inc. |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Motorsport Games Inc. |
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| May 23, 2024 |
Settlement Agreement, dated as of May 17, 2024 between Motorsport Games Inc. and INDYCAR, LLC Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. SETTLEMENT AGREEMENT AND LICENSE This Settlement Agreement and License (this “Agreement”) is executed as of May 17, 2024, but shall not be effective until the date on wh |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Motorsport Games Inc. |
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| May 7, 2024 |
MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Exhibit 99.1 Motorsport Games Reports First Quarter 2024 Financial Results MIAMI, Florida – May 7, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its first quarter ended March 31, 2024. The Company has also posted the first quarter 2024 earnings slides highlighting key milestones that occurred in the period, which are accessib |
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| May 7, 2024 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2024 Motorsport Games Inc. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor |
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| May 1, 2024 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2024, by and among MOTORSPORT GAMES INC., a Delaware corporation (“Seller”), and Traxion.GG Limited, a company incorporated in England and Wales with company number 15642930 whose registered office is at Maybrook House, 27 Grainger Street, Newcastle Upon Tyne, United Kingdom, NE1 5JE (“Bu |
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| May 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 Motorsport Games Inc. |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 18, 2024 |
Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is entered into and effective as of April 12, 2024 (the “Effective Date”) between: (i) Motorsport Games Inc., a Delaware corporation whose registered office is at 5972 NE 4th Avenue, Miami, Florida 33137, U.S.A. (the “Company”), and (ii) BARC (TOCA) LIMITED, a private limited company incorporated and registered in Engla |
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| April 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Motorsport Games Inc. |
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| April 18, 2024 |
License Agreement, dated as of April 12, 2024, between Motorsport Games Inc. and BARC (TOCA) LIMITED Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. LICENSE AGREEMENT This LICENSE AGREEMENT (this “Agreement”) is entered into effective as of April 12, 2024 (the “Effective Date”), by and between: (i) BARC (TOCA) LIMITE |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport Gam |
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| April 1, 2024 |
Subsidiaries of Motorsport Games Inc. Exhibit 21.1 Subsidiaries of the Registrant Entity Name State or Other Jurisdiction of Incorporation or Organization 704Games Company Delaware MS Gaming Development LLC Russia Motorsport Games Limited United Kingdom Racing Pro League, LLC Delaware Motorsport Games Inc. Delaware Motorsport Games Australia PTY LTD Australia Le Mans Esports Series Limited United Kingdom Motorsport Games GE LLC Georgi |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2024 Motorsport Games Inc. |
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| April 1, 2024 |
MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2023 Financial Results MIAMI, Florida – April 1, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2023. The Company has also posted the fourth quarter and fiscal year-end 2023 earnings slides highlighting key mi |
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| April 1, 2024 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| April 1, 2024 |
Motorsport Games Inc. Clawback Policy Exhibit 97.1 |
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| February 6, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Motorsport Games Inc. |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2024 Motorsport Games Inc. |
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| November 22, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2023 Motorsport Games Inc. |
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| November 14, 2023 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2023 Motorsport Games Inc. |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2023 Motorsport Games Inc. |
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| November 7, 2023 |
Offer letter, dated November 3, 2023, between Motorsport Games Inc. and Stanley Beckley Exhibit 10.4 Stanley Beckley Email: [email protected] Offer of Employment Dear Stanley: This letter, dated November 3rd, 2023, but effective as of November 8th, 2023 (this “Offer of Employment”), is confirming the offer extended to you prior to the Start Date referenced below with respect to your full-time “at will” employment as Interim Chief Financial Officer at Motorsport Games Inc |
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| November 7, 2023 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| November 7, 2023 |
Motorsport Games Reports Third Quarter 2023 Financial Results Exhibit 99.1 Motorsport Games Reports Third Quarter 2023 Financial Results MIAMI, November 7, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its third fiscal quarter ended September 30, 2023. The Company has also posted Q3 2023 earnings slides highlighting key milestones that occurred in the period, which are accessible on the |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 Motorsport Games Inc. |
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| November 2, 2023 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2023 Motorsport Games Inc. |
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| October 5, 2023 |
EXCLUSIVE SIMULATION-STYLE NASCAR® VIDEO GAME LICENSE SOLD TO IRACING Exhibit 99.1 EXCLUSIVE SIMULATION-STYLE NASCAR® VIDEO GAME LICENSE SOLD TO IRACING MIAMI, FL – October 5, 2023 – Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games”), is announcing today the sale and transfer of NASCAR Team Properties’ (NTP) exclusive license for NASCAR® themed simulation-style console racing games. The sale and transfer, approved by NTP, will see the license transfer from 70 |
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| October 5, 2023 |
Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. October 3, 2023 VIA EMAIL ONLY NASCAR Team Properties 550 South Caldwell Street, 2000 Charlotte, NC 28202 Attention: Megan Malayter NTP Trustee Re: Request for consent t |
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| October 5, 2023 |
Exhibit 10.1 EXECUTION COPY ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (“Agreement”) is entered into as of October 3, 2023, by and among (i) iRacing.com Motorsport Simulations, LLC, a Delaware limited liability company (the “Assignee”); (ii) 704Games LLC, a Delaware limited liability company (successor by merger to 704 Games Company, a Delaware corporation) (the “ |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Motorsport Games Inc. |
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| October 5, 2023 |
Exhibit 10.3 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. LIMITED LICENSE Agreement THIS LIMITED lICENSE AGREEMENT (the “Agreement”), also referenced as Document #651639, is entered into as of October 3, 2023 (“Effective Date”) |
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| October 5, 2023 |
Exhibit 99.2 MOTORSPORT GAMES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2022 Motorsport Games Inc. Divestiture of the NASCAR License Pro Forma Revenues $ 10,324,559 $ - $ 10,324,559 Cost of revenues [1] 4,960,317 - 4,960,317 Gross profit 5,364,242 - 5,364,242 Operating expenses: Sales and marketing [2] 6,172,324 - 6,172,324 Dev |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 Motorsport Games Inc. |
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| August 21, 2023 |
Motorsport Games Reports Second Quarter 2023 Financial Results Exhibit 99.1 Motorsport Games Reports Second Quarter 2023 Financial Results MIAMI, August 21, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its second fiscal quarter ended June 30, 2023. The Company has also posted Q2 2023 earnings slides highlighting key milestones that occurred in the period, which are accessible on the Com |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport |
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| August 21, 2023 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2023 Motorsport Games Inc. |
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| August 14, 2023 |
SEC FILE NUMBER 001-39868 CUSIP NUMBER 62011B102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 Motorsport Games Inc. |
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| May 11, 2023 |
Motorsport Games Reports First Quarter 2023 Financial Results Exhibit 99.1 Motorsport Games Reports First Quarter 2023 Financial Results MIAMI, May 11, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its first fiscal quarter ended March 31, 2023. The Company has also posted a Q1 2023 Review video and Q1 2023 earnings slides highlighting key milestones that occurred in the period, which ar |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 Motorsport Games Inc. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor |
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| May 11, 2023 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| April 19, 2023 |
Exhibit 10.1 STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT BETWEEN MOTORSPORT GAMES LIMITED AND STEPHEN HOOD DATED: April 19th, 2023 Parties 1. Motorsport Games Ltd incorporated and registered in England and Wales with company number 12445844 whose registered office is at Silverstone Innovation Centre, Silverstone Park, Silverstone, NN12 8GX (Company, Employer or we). 2. Stephen Hood, Field End, |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 Motorsport Games Inc. |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 31, 2023 |
Exhibit 1.1 motorsport games INC. $10,000,000 EQUITY DISTRIBUTION AGREEMENT March 31, 2023 Canaccord Genuity LLC 99 High Street, 12th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Motorsport Games Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows: 1. Issuance and Sale of Shares. (a) The Company agr |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2023 Motorsport Games Inc. |
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| March 31, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) Up to $2,919,403 Class A Common Stock Motorsport Games Inc. (the “Company”, “Motorsport Games”, “us”, “we” or “our”) has entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”), acting as sales agent, on March 31, 2 |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 Motorsport Games Inc. |
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| March 24, 2023 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| March 24, 2023 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2022, Motorsport Games Inc. (“we,” “us,” “Motorsport Games” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock, par value $0.0001 per share. Our authorized capital s |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport Games Inc. |
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| March 24, 2023 |
Motorsport Games Reports Fourth Quarter of 2022 & Full Year 2022 Financial Results Exhibit 99.1 Motorsport Games Reports Fourth Quarter of 2022 & Full Year 2022 Financial Results MIAMI, March 24, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2022. The Company has also posted a 2022 Year End Review video and Q4 ‘22 and fiscal year-end earnings slides high |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 Motorsport Games Inc. |
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| March 24, 2023 |
Exhibit 10.1.1 BACKOFFICE SERVICE AGREEMENT DATED MARCH 23, 2023 (BUT EFFECTIVE AS OF JANUARY 1, 2023), BY AND BETWEEN MOTORSPORTNETWORK, LLC AND MOTORSPORT GAMES INC US. |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Motorsport Games Inc. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Motorsport Games Inc. |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 Motorsport Games Inc. |
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| February 14, 2023 |
Exhibit 10.1 CONSULTANCY AGREEMENT VIA EMAIL Paula Sagnier Limited Attention: Frank Sagnier E-mail for notices: [email protected] Executed on February 13, 2023 but effective as of February 1, 2023, the parties hereto (“Parties” and each “Party”) hereby agree as follows: 1. Pursuant to this consultancy agreement (this “Agreement”), Paula Sagnier Limited, a company organized and existing under |
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| February 6, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 Motorsport Games Inc. |
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| February 6, 2023 |
Exhibit 99.1 Motorsport Games Announces $4.03 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, February 3, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 232,188 shares of the Company’s Class A common stock at a purchase p |
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| February 6, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| February 6, 2023 |
232,188 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 232,188 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 232,188 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to institution |
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| February 3, 2023 |
Exhibit 99.1 Motorsport Games Announces $3.39 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, February 2, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 144,366 shares of the Company’s Class A common stock at a purchase p |
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| February 3, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2023 Motorsport Games Inc. |
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| February 3, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| February 3, 2023 |
144,366 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 144,366 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 144,366 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to institution |
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| February 2, 2023 |
Exhibit 99.1 Motorsport Games Announces $3.9 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, Feb. 1, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 183,020 shares of the Company’s Class A common stock at a purchase price |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2023 Motorsport Games Inc. |
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| February 2, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 2, 2023 |
Exhibit 99.2 Motorsport Games Converts All Remaining Debt in Additional Debt-for-Equity Exchange with Motorsport Network MIAMI, February 1, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into an additional debt-for-equity exchange agreement (the “Agreement”) with its majority stockholder, Motorsport Network, LLC (“Moto |
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| February 2, 2023 |
MSGM / Motorsport Games Inc. Class A / Motorsport Network, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2023 |
EX-10.2 5 ex10-2.htm Exhibit 10.2 DEBT-FOR-EQUITY EXCHANGE AGREEMENT This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of February 1, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”). RECITALS A. The Company and MSN is executing and delivering |
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| February 2, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| February 2, 2023 |
183,020 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 183,020 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 183,020 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to an institut |
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| January 31, 2023 |
MSGM / Motorsport Games Inc. Class A / Motorsport Network, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Motorsport Games Inc. |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2023 Motorsport Games Inc. |
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| January 30, 2023 |
Motorsport Games Announces Debt-for-Equity Exchange with Motorsport Network Exhibit 99.1 Motorsport Games Announces Debt-for-Equity Exchange with Motorsport Network MIAMI, January 30, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into a debt-for-equity exchange agreement (the “Agreement”) with its majority stockholder, Motorsport Network, LLC (“Motorsport Network”), to repay $1,000,000 in deb |
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| January 30, 2023 |
Exhibit 10.1 DEBT-FOR-EQUITY EXCHANGE AGREEMENT This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”). RECITALS A. The Company and MSN is executing and delivering this Agreement in re |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 Motorsport Games Inc. |
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| January 18, 2023 |
Exhibit 10.1 SETTLEMENT AGREEMENT INNOVATE 2, CORP.; CONTINENTAL GENERAL INSURANCE COMPANY; and LEO CAPITAL HOLDINGS LLC, Plaintiffs, v. MOTORSPORT GAMES INC. (f/k/a MOTORSPORT GAMING US LLC); MIKE ZOI; JONATHAN NEW; DMITRY KOZKO; and ALEX ROTHBERT, Defendants. Civil Action No. 1:21-cv-00165-SB THIS SETTLEMENT AGREEMENT (the “Agreement”), dated January 11, 2023, is entered into by and among Contin |
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| January 18, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 Motorsport Games Inc. |
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| January 13, 2023 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of January 12, 2023 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Navtej Sunner (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capital |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 Motorsport Games Inc. |
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| December 27, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of December 23, 2022 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Andrew Jacobson (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Ag |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2022 Motorsport Games Inc. |
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| December 9, 2022 |
Motorsport Games Enters into Equity Purchase Agreement Exhibit 99.1 Motorsport Games Enters into Equity Purchase Agreement MIAMI, December 9, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into a purchase agreement (the “Agreement”) with an investor for up to $2 million, which amount may increase at the Company’s option to $10 million. Under the terms and conditions of the |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2022 Motorsport Games Inc. |
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| December 9, 2022 |
Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2022, by and between MOTORSPORT GAMES INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes |
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| December 9, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 1, 2022) Up to $2,000,000 and $40,000 in shares of Class A Common Stock and Up to an additional $8,160,000 in shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of up to an initial amount of $2,000,000 (the ?Initial Purchase Amount?) in shares of |
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| November 29, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 29, 2022 Motorsport Games Inc. |
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| November 29, 2022 |
MOTORSPORT GAMES REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT Exhibit 99.1 MOTORSPORT GAMES REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT MIAMI, FL ? NOVEMBER 29, 2022 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or ?Company?), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announced today that it has received notice from the Nasdaq Stock Market |
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| November 18, 2022 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of November 18, 2022 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and John Delta (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitaliz |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2022 Motorsport Games Inc. |
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| November 18, 2022 |
Motorsport Games Reports Third Quarter 2022 Financial Results Exhibit 99.1 Motorsport Games Reports Third Quarter 2022 Financial Results MIAMI, Nov 18, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its third quarter ended September 30, 2022 (“Q3 2022”). The Company has also posted to the Company’s investor relations website a Q3 2022 Quarter End Review video and a Q3 2022 earnings slide |
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| November 18, 2022 |
Motorsport Games Inc. Presentation Exhibit 99.2 |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Motorsport Games Inc. |
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| November 14, 2022 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ............ 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ?T |
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| November 10, 2022 |
Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split Exhibit 99.1 PRESS RELEASE DATED NOVEMBER 9, 2022 Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split MIAMI, November 9, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) announced today that the 1-for-10 reverse stock split of the Company’s Class A and Class B common stock will become effective as of 12:01 a.m. EST on November |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Motorsport Games Inc. |
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| November 10, 2022 |
Certificate of Amendment to the Certificate of Incorporation of Motorsport Games Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Motorsport Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies, effective as of 12:01 a.m. EST on November 10, 2022, as follows: 1. The Corporation filed its Certificate of Incorporation with the Secretary of State of the State of De |
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| November 10, 2022 |
Amendment No. 1 to the Bylaws of Motorsport Games Inc. Exhibit 3.2 AMENDMENT NO. 1 TO THE BYLAWS OF MOTORSPORT GAMES INC. This Amendment No. 1 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”), is made and entered into on November 9, 2022. RECITALS: WHEREAS, pursuant to Section 6.07 of the Corporation’s Bylaws (the “Bylaws”) and Article IX.B of the Corporation’s Certificate of Incorporation (the “Cha |
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| November 10, 2022 |
Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split Exhibit 99.2 PRESS RELEASE DATED NOVEMBER 10, 2022 Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split MIAMI, November 10, 2022 — As previously announced, Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) confirmed today that the 1-for-10 reverse stock split of the Company’s Class A and Class B common stock became effective as of 12:0 |
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| November 10, 2022 |
Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan, dated November 10, 2022 Exhibit 10.1 AMENDED AND RESTATED MOTORSPORT GAMES INC. 2021 EQUITY INCENTIVE PLAN EFFECTIVE DATE: NOVEMBER 10, 2022 Approved by Stockholders: JANUARY 12, 2021 SECTION 1 ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, EXPIRATION DATE 1.1 ESTABLISHMENT. Motorsport Games Inc. (the “Company”) hereby establishes the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”). 1.2 PURPOS |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2022 Motorsport Games Inc. |
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| October 21, 2022 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement, ?dated as of January 1, 2020 (as hereafter amended, the ?Employment Agreement?), ?by and ?between MOTORSPORT GAMES INC., a Delaware corporation (following a corporate conversion, and formerly a Florida limited liability company known as MOTORSPORT GAMING US LLC) (?Employer?), and DMITRY KO |
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| October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2022 Motorsport Games Inc. |
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| October 14, 2022 |
Exhibit 10.1 Consulting Services Agreement The below designated Client (?Client?) acknowledges and agrees that the services described on Exhibit A will be performed by TechCXO, LLC pursuant to, and are governed by, the Terms and Conditions attached hereto and incorporated as part of this Consulting Services Agreement (?Agreement?). The terms of the accompanying exhibits are hereby incorporated by |
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| October 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| September 20, 2022 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
