Welcome to our dedicated page for Motorsport Games SEC filings (Ticker: MSGM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Motorsport Games Inc. filings document the regulatory record for a Nasdaq-listed racing game developer and publisher with Class A common stock and warrant-related capital-structure matters. Recent Form 8-K reports cover operating and financial results, Regulation FD presentations, material agreements, a revolving credit facility, employment and compensation arrangements, and shareholder approvals affecting warrant exercisability.
Proxy materials and related 8-K disclosures describe annual meeting procedures, director elections, equity incentive plan proposals, auditor ratification, stockholder voting mechanics, quorum matters, and governance items. The filings also provide formal disclosure around share repurchase activity, rights of security holders, Nasdaq rules, and risk and covenant terms tied to financing agreements.
Motorsport Games Inc. implemented previously approved amendments to its charter and bylaws, effective May 24, 2026. A holder of at least two thirds of the voting power had earlier delivered written consent approving these changes, and an information statement on Schedule 14C was sent to stockholders.
The amendments now allow the Board of Directors or a simple majority of outstanding voting shares to alter, amend or repeal the bylaws and certain charter provisions. They also require that any action by stockholders be taken only at a duly called annual or special meeting, eliminating the ability of stockholders to act by written consent.
Motorsport Games Inc. reported stronger results for the quarter ended March 31, 2026, with revenue of $4.0M, up 129.3% from a year earlier, driven mainly by its Le Mans Ultimate franchise. Gross profit rose to $3.5M, and the company generated net income attributable to Motorsport Games of $0.3M, or $0.06 per diluted share.
Operating cash flow improved to $1.65M, lifting cash and cash equivalents to $5.9M at quarter-end, and management expects available cash and cash from operations to fund the business for at least 12 months. Le Mans Ultimate accounted for roughly 76% of revenue, and two customers provided most sales, highlighting continued concentration risk.
After quarter-end, the company repurchased 904,395 Class A shares from Driven Lifestyle at $4.11 per share, which triggered cancellation of all Class B shares and reduced Driven Lifestyle’s voting power. Stockholders also approved the exercisability of 949,310 previously issued warrants and expanded the 2021 equity plan to 600,000 shares, while Citibank extended the maturity of a $3.0M revolving credit facility to February 20, 2028.
Motorsport Games reported strong first quarter 2026 results, with revenue rising to about $4.0 million from $1.8 million a year earlier, an increase of 129.3%. Gross profit grew to $3.5 million, lifting gross margin to 87.2% from 73.5%.
Net income was about $1.0 million, similar to last year, while Adjusted EBITDA improved to $1.5 million from $0.6 million. Net income attributable to Class A shares was $0.06 per share versus $0.33, reflecting a higher share count and non‑controlling interest.
The company highlighted momentum from its Le Mans Ultimate title and RaceControl subscription platform and noted average positive operating cash flow of roughly $0.5 million per month in the quarter. It also secured a $3.0 million revolving credit line and repurchased 904,395 Class A shares for about $3.7 million, while extending a Citibank loan maturity to February 20, 2028.
The Board and the Majority Stockholder of Motorsport Games Inc. approved amendments replacing several 66-2/3% supermajority vote requirements with a simple majority standard and removing stockholder written-consent actions. The changes cover the Certificate of Incorporation and Bylaws and are expected to become effective on May 24, 2026, following the expiration of the 20-day furnishing period and closing of a Share Repurchase Agreement that closed on April 23, 2026. As of the Record Date, there were 5,078,450 shares of Class A and 700,000 shares of Class B outstanding. The Majority Stockholder held voting power that represented 67.55% of total voting power as of the Record Date.
Motorsport Games Inc. received a major share repurchase from a key holder. On April 23, 2026, Driven Lifestyle Group LLC sold 904,395 shares of Class A common stock back to the company under a privately negotiated Share Repurchase Agreement. Following this transaction, Driven Lifestyle and Mike Zoi together beneficially own 254,453 Class A shares, representing about 5.0% of the outstanding Class A stock, with shared voting and dispositive power. As part of the deal, 700,000 shares of Class B common stock tied to IPO-acquired Class A shares were cancelled, so the reporting persons no longer hold any Class B shares. A previously adopted Rule 10b5-1 trading plan covering 1,480,385 Class A shares was also terminated on April 23, 2026.
Motorsport Games Inc. received a major share repurchase from a key holder. On April 23, 2026, Driven Lifestyle Group LLC sold 904,395 shares of Class A common stock back to the company under a privately negotiated Share Repurchase Agreement. Following this transaction, Driven Lifestyle and Mike Zoi together beneficially own 254,453 Class A shares, representing about 5.0% of the outstanding Class A stock, with shared voting and dispositive power. As part of the deal, 700,000 shares of Class B common stock tied to IPO-acquired Class A shares were cancelled, so the reporting persons no longer hold any Class B shares. A previously adopted Rule 10b5-1 trading plan covering 1,480,385 Class A shares was also terminated on April 23, 2026.
Motorsport Games Inc. disclosed that an entity associated with major shareholder Mike Zoi, Driven Lifestyle Group LLC, completed an open-market-equivalent sale of 904,395 shares of Class A common stock at $4.11 per share in a privately negotiated off-market transaction.
The transaction was executed on the basis of a Share Repurchase Agreement between the issuer and Driven Lifestyle Group LLC. After this sale, the reporting person’s ownership stands at 254,453 shares, representing 5.0% of Motorsport Games’ equity and reflecting a substantial reduction from prior holdings.
Motorsport Games Inc. disclosed that an entity associated with major shareholder Mike Zoi, Driven Lifestyle Group LLC, completed an open-market-equivalent sale of 904,395 shares of Class A common stock at $4.11 per share in a privately negotiated off-market transaction.
The transaction was executed on the basis of a Share Repurchase Agreement between the issuer and Driven Lifestyle Group LLC. After this sale, the reporting person’s ownership stands at 254,453 shares, representing 5.0% of Motorsport Games’ equity and reflecting a substantial reduction from prior holdings.
Motorsport Games Inc. reported that stockholders approved the exercisability of warrants covering up to 949,310 shares of Class A common stock at the 2026 Annual Meeting. These July 29, 2024 warrants include Series A and Series B tranches, each for up to 460,830 shares at an exercise price of $2.17 per share.
The filing also notes placement agent compensation warrants for up to 27,650 shares at an exercise price of $2.17125 per share. Following stockholder approval on April 23, 2026, all of these warrants became exercisable. Series A warrants now expire on October 23, 2031, and Series B warrants expire on October 25, 2027.
In addition, holders of the Series A and Series B purchase warrants agreed that the company’s repurchase of Class A shares from Driven Lifestyle Group LLC will not be treated as a fundamental transaction under the warrant terms, helping clarify how that buyback interacts with these securities.
The Board of Motorsport Games Inc. notified holders of Class A and Class B common stock that the Majority Stockholder approved amendments to the Certificate of Incorporation and Bylaws to (1) eliminate current 66-2/3% supermajority vote requirements for certain charter and bylaw changes, (2) permit the Board or a simple majority of outstanding voting stock to adopt or amend bylaws, and (3) require stockholder actions to be taken only at duly called meetings (no written consents). The Majority Stockholder held an aggregate of 7,000,000 votes and exercised 67.55% of voting power as of the Record Date; the amendments were approved by written consent on April 22, 2026 and will become effective following the 20-day notice period and the closing of a share repurchase under a Repurchase Agreement.
Motorsport Games Inc. entered a Share Repurchase Agreement with Driven Lifestyle Group LLC to buy back 904,395 Class A shares at $4.11 per share, based on the recent five-day average Nasdaq closing price. Upon this repurchase, all Class B shares held by Driven Lifestyle were cancelled, ending its prior majority voting control.
After closing, Driven Lifestyle beneficially owns 254,453 Class A shares, representing 6.10% of voting power, while Sharp Arrow Global Tech Ventures L.P. becomes the largest holder with 1,463,637 Class A shares (including 377,836 underlying a pre-funded warrant), or 32.15% of voting power. Stockholders also approved charter and bylaw amendments to require stockholder actions at meetings rather than by written consent and to allow the board or a simple majority of voting shares to amend bylaws and the charter.
At the 2026 Annual Meeting, stockholders approved increasing the 2021 Equity Incentive Plan share reserve from 100,000 to 600,000 Class A shares, ratified the auditor, authorized issuance of up to 949,310 Class A shares upon exercise of July 29, 2024 warrants, and elected two Class I directors.
Motorsport Games Inc. reported that its 2026 Annual Meeting of Stockholders on April 21, 2026 was reconvened and then adjourned without conducting any business because not enough shares were represented to reach a quorum. The meeting is scheduled to reconvene at 11:00 a.m. Eastern Time on April 23, 2026 at the company’s Miramar, Florida headquarters.
The record date for voting remains February 27, 2026, and the proposals to be voted on are unchanged from the definitive proxy statement filed on March 16, 2026. Stockholders who have already voted and do not wish to change their vote do not need to take further action, while the company is continuing to solicit additional votes.