false
0001821175
0001821175
2025-11-06
2025-11-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39868 |
|
86-1791356 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3350
SW 148th Avenue,
Suite
207
Miramar
FL |
|
33027 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 413-0812
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, $0.0001 par value per share |
|
MSGM |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On
November 6, 2025, Motorsport Games Inc. (the “Company”) issued a press release announcing its financial results for the quarter
ended September 30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this report. The Press Release is deemed to be
“furnished” to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed to be “filed”
for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The Press Release shall not be deemed to be incorporated by reference into any of the Company’s filings under
the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item
7.01 Regulation FD Disclosure.
On
November 6, 2025, the Company posted on its website presentation materials related to the Company’s financial results for its fiscal
quarter ended September 30, 2025 (the “Presentation”). A copy of the Presentation is attached to this Form 8-K as Exhibit
99.2 and it is incorporated by reference into this Item 7.01. These materials may be amended or updated at any time and from time to
time through another Current Report on Form 8-K, a later Company filing, a later posting on the Company’s website or other applicable
means. The Presentation is deemed to be “furnished” to the SEC and it shall not be deemed to be “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The Presentation shall not be deemed to be
incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as may be expressly
set forth by specific reference in any such filing
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| |
99.1
|
Press Release dated November 6, 2025 |
| |
99.2
|
Motorsport Games Inc. Presentation |
| |
104
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Motorsport
Games Inc. |
| |
|
|
| Date:
November 6, 2025 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
