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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.
(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
5.07. Submission of Matters to a Vote of Security Holders.
Motorsport
Games Inc. (the “Company”) held a Special Meeting of Stockholders on October 24, 2025 (the “Special Meeting”),
at which the Company’s stockholders voted on two proposals (the “Proposals”) and cast their votes as described below.
These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which
was filed with the Securities and Exchange Commission on September 9, 2025 (the “Definitive Proxy Statement”). The matters
voted upon at the Company’s Special Meeting and the results of such voting are set forth below.
At
the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:
Proposal
1: Approval of the exercise of warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), under applicable rules
and regulations of the Nasdaq Stock Market LLC. This proposal is referred to as the “Warrant Exercise Proposal”.
The
Company’s stockholders did not approve the Warrant Exercise Proposal based on the votes below:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 136,285 |
|
8,498,874 |
|
7,430 |
|
- |
Proposal
2: Approval of a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant
Exercise Proposal. This proposal is referred to as the “Adjournment Proposal”.
The
Company’s stockholders did not approve the Adjournment Proposal based on the votes below:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 145,961 |
|
8,489,078 |
|
7,550 |
|
- |
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:
October 24, 2025 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
