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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): June 12, 2026
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
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
June 12, 2026, Motorsport Games Inc. (the “Company”) and Stanley Beckley mutually agreed to his transition from the role
of Chief Financial Officer to serve as the Company’s Chief Accounting and Compliance Officer.
On June 16, 2026, the Company’s Board of Directors appointed
Peter Hansen-Chambers as its new Chief Financial Officer and Stanley Beckley, who currently serves as Chief Financial Officer, was appointed
to the position of Chief Accounting and Compliance Officer. Both appointments will be effective as of July 1, 2026.
Peter
Hansen-Chambers, age 43, has served as Executive Advisor to Motorsport Games Inc. since January 2026 through PHC Consulting Ltd, a
company he originally founded in 2013 and through which he provides commercial strategy and consultancy services. Mr.
Hansen-Chambers has almost 20 years of experience in the video games industry spanning commercial strategy, licensing, legal,
finance, business development, and M&A across console, PC, and mobile platforms. From October 2014 to October 2025, Mr.
Hansen-Chambers worked at mobile games developer Hutch Games Ltd (“Hutch”), most recently as Co-CEO and Chief Financial
Officer. Initially joining the company as a loss-making startup of approximately 20 people, Mr. Hansen-Chambers helped transform it
into a profitable games business with partners including Formula 1, evo, Mattel and Turn 10, growing to over 170 employees across
multiple sites. In 2020, Mr. Hansen-Chambers oversaw the sale of Hutch to Modern Times Group MTG AB (“MTG”) for a price
in excess of $275 million and continued in his leadership role as Hutch became part of MTG. Prior to Hutch, Mr. Hansen-Chambers
previously held roles at Dovetail Games, Sony Computer Entertainment Europe, Bugatti, NaturalMotion and Codemasters.
There
are no family relationships between Mr. Hansen-Chambers and any of the Company’s directors or executive officers. In addition,
except as set forth herein, Mr. Hansen-Chambers is not a party to any transaction, or series of transactions, required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Employment
Agreement with Peter Hansen-Chambers
On
June 17, 2026, the Company, through its subsidiary Motorsport Games Ltd, entered into an employment agreement with Mr. Hansen-Chambers
(the “Employment Agreement”) providing for Mr. Hansen-Chambers to serve as the Company’s Chief Financial Officer commencing
July 1, 2026, reporting to the Company’s Chief Executive Officer and the Board, with an annual base salary of 240,000 pound
sterling.
Under
the Employment Agreement, Mr. Hansen-Chambers is eligible for an annual bonus with a target amount equal to 25% of his base salary, which
will be awarded by the Board in its sole discretion based on the achievement of performance-based metrics established by the Company’s
Chief Executive Officer with input from Mr. Hansen-Chambers on an annual basis. Mr. Hansen-Chambers may also receive, in the discretion
of the Board’s Compensation Committee, equity awards under the Company’s Amended and Restated 2021 Equity Incentive Plan
(the “2021 Plan”). Mr. Hansen-Chambers will also be eligible to receive other customary benefits described in the Employment
Agreement.
The
Employment Agreement may be terminated by either Mr. Hansen-Chambers or the Company at any time upon written notice of: (i) during the
first 12 months of employment, 4 months in the case of termination by Mr. Hansen-Chambers or 6 months in the case of termination by the
Company; (ii) after 12 months of employment, 5 months in the case of termination by Mr. Hansen-Chambers or 9 months in the case of termination
by the Company; and (iii) after 18 months of employment, 6 months in the case of termination by Mr. Hansen-Chambers or 12 months in the
case of termination by the Company (with the time after such notice being referred to as the “Notice Period”). During the
Notice Period Mr. Hansen-Chambers would remain an employee of the Company and continue to receive his salary and other contractual entitlements.
Once notice has been served by either party, the Company may require Mr. Hansen-Chambers not to attend work for a period equivalent to
some or all of the Notice Period. Notwithstanding the Notice Period, the Company may in its sole and absolute discretion, terminate Mr.
Hansen-Chambers’s employment at any time with immediate effect provided that the Company pay within twenty-eight (28) days a payment
in lieu (“Payment in Lieu”), or the first installment thereof, equal to Mr. Hansen-Chambers’s base salary (as at the
date of termination) which he would have been entitled to receive during the Notice Period. The Company may also terminate Mr. Hansen-Chambers’s
employment with immediate effect and without Payment in Lieu at any time by written notice in the event of gross misconduct, a criminal
conviction, or a serious breach of the Employment Agreement on the part of Mr. Hansen-Chambers.
Mr.
Hansen-Chambers is also subject to certain restrictive covenants, including a non-competition, customer non-solicitation and employee
non-solicitation (each applicable during employment and for 12 months thereafter), and confidentiality restrictions (applicable during
employment and any time thereafter).
The
foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of such document, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Amendment
to Employment Agreement with Stanley Beckley
On
June 18, 2026, the Company entered into a First
Amendment to Executive Employment Agreement with Mr. Beckley (the “Amendment”), effective as of July 1, 2026 (the “Effective Date”), which amends the Executive Employment Agreement, dated as of March 27, 2026,
by and between the Company and Mr. Beckley.
The
Amendment provides that, upon the Effective Date, Mr. Beckley shall serve as the Company’s Chief Accounting and Compliance Officer,
reporting to the Company’s Chief Executive Officer and the Board, with an annual base salary of $250,000. The Amendment also provides
for a signing bonus payable to Mr. Beckley of $7,000. The Amendment contains a general release of all claims against the Company
and its current and former officers, directors, employees and agents (the “General Release”), and a waiver of claims
relating to the changes in the terms of Mr. Beckley’s employment pursuant to the Amendment. Within seven days of Mr. Beckley’s
execution of the Amendment, he may revoke the terms of the General Release. Therefore, the General Release shall not be effective or
enforceable until the seven-day revocation period has expired.
The
foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
On
June 18, 2026, the Company issued a press release announcing the appointment of Mr. Hansen-Chambers as the Company’s Chief
Financial Officer and the appointment of Mr. Beckley as the Company’s Chief Accounting and Compliance Officer. A copy of the press
release is furnished herewith as Exhibit 99.1.
The
information in this Item 7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference
into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 10.1 |
|
Statement
of Terms and Conditions of Employment, dated June 17, 2026, by and between Motorsport Games Ltd and Peter Hansen-Chambers |
| 10.2 |
|
First Amendment to Executive Employment Agreement, dated June 18, 2026, by and between Motorsport Games Inc. and Stanley Beckley |
| 99.1 |
|
Press Release, dated June 18, 2026 |
| 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:
June 18, 2026 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
Exhibit
99.1
MOTORSPORT
GAMES NAMES PETER HANSEN-CHAMBERS CHIEF FINANCIAL OFFICER, EFFECTIVE JULY 1, 2026
Stanley
Beckley to Transition to Chief Accounting and Compliance Officer as Company Builds Commercial Capacity for New Products and Revenue Lines
MIRAMAR,
FL, June 18, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”),
a racing game developer and publisher is announcing that Peter Hansen-Chambers will join the Company as Chief Financial Officer, effective
July 1, 2026. Stanley Beckley, the Company’s current CFO, will transition into a newly created role as Chief Accounting and Compliance
Officer, effective the same date.
The
leadership evolution reflects Motorsport Games’ next phase of growth, as the Company works to expand its product portfolio and
diversify revenue lines beyond its existing titles. The Board believes this requires additional senior commercial and strategic
capability working alongside the CEO, while ensuring continued rigor and focus on accounting and compliance as the business scales.
“Peter
joins the company with a valuable breadth of experience, bringing us the commercial and strategic depth we need as we build out new products
and revenue opportunities,” said Stephen Hood, Chief Executive Officer of Motorsport Games. “His track record of scaling
a games business, building strategically valuable partnerships, negotiating deals, and managing its finances alongside operations
through growth periods speaks for itself, and I’m looking forward to working alongside him to deliver on our vision for the Company’s
future.”
“I
also want to thank Stanley for his contributions as CFO and am pleased that his expertise will continue to benefit the Company in his
new role, where he will maintain our focus on strong financial governance and compliance, the demands of which have increased over time.”
Mr.
Hansen-Chambers has served as Executive Advisor to Motorsport Games since January 2026, providing commercial strategy and consultancy
services. He brings almost 20 years of experience in the video games industry spanning commercial strategy, licensing, legal, finance,
business development, and M&A across console, PC, and mobile platforms. From October 2014 to October 2025, he worked at mobile games
developer Hutch Games Ltd, most recently as Co-CEO and Chief Financial Officer, initially joining the company as a loss-making startup
of approximately 20 people and helping transform it into a profitable and well-respected games business with partners including Formula
1, evo, Mattel, and Turn 10, growing to over 170 employees across multiple sites. In 2020, he oversaw the sale of Hutch to Modern Times
Group MTG AB for a price in excess of $275 million, and continued in his leadership role as Hutch became part of MTG. Prior to Hutch,
Mr. Hansen-Chambers held roles at Dovetail Games, Sony Computer Entertainment Europe, Bugatti, NaturalMotion, and Codemasters.
About
Motorsport Games:
Motorsport
Games is a racing game developer, publisher and esports ecosystem provider of official motorsport racing series. Combining innovative
and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make
racing games that are authentically close to reality. The Company is the officially licensed video game developer and publisher for iconic
motorsport racing series including the 24 Hours of Le Mans and the FIA World Endurance Championship, recently releasing Le Mans Ultimate
Version 1.3.3 featuring new cars, updated content and additional improvements. Motorsport Games also owns the industry leading
rFactor 2 and KartKraft simulation platforms. rFactor 2 also powers F1® Arcade through a partnership with Kindred Concepts. Motorsport
Games is also an award-winning esports partner of choice for the 24 Hours of Le Mans, creating the renowned Le Mans Virtual Series.
Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and
every race inspires.
For
more information about Motorsport Games visit: www.motorsportgames.com.
Forward-Looking
Statements
Certain
statements in this press release, the related conference call and webcast which are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements
or information in this press release, the related conference call and webcast that are not statements or information of historical fact
may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,”
“should,” “expect,” “expected,” “plans,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the
Company’s next phase of growth, the expansion of the Company’s product portfolio and diversification of revenue lines beyond
its existing titles, the need for additional senior commercial and strategic capability among the Company’s executives, continued
rigor and focus on accounting and compliance, building out new products and revenue opportunities, efforts to deliver on the Company’s
vision for the future, and the demands of financial governance and compliance increasing over time.
All
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements, many of which are generally outside of the Company’s control and are difficult
to predict. Examples of such risks and uncertainties include, but are not limited to: the ability to derive the anticipated contributions
from Peter Hansen-Chambers and Stanley Beckley in their roles and the ability of the Company to expand its product portfolio and diversify
revenue lines.
Factors
other than those referred to above could also cause the Company’s results to differ materially from expected results. Additional
examples of such risks and uncertainties include, but are not limited to: (i) the Company’s ability (or inability) to maintain
existing, and to secure additional, licenses and other agreements with various racing series; (ii) the Company’s ability to successfully
manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (iii) unanticipated operating costs,
transaction costs and actual or contingent liabilities; (iv) the ability to attract and retain qualified employees and key personnel;
(v) adverse effects of increased competition; (vi) changes in consumer behavior, including as a result of general economic factors, such
as increased inflation, higher energy prices and higher interest rates; (vii) the Company’s inability to protect its intellectual
property; and/or (vii) local, industry and general business and economic conditions.
Additional
factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be
found in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025,
subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the SEC. The Company anticipates that subsequent
events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically
disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events
or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not
be relied upon as representing the Company’s plans and expectations as of any subsequent date.
Website
and Social Media Disclosure
Investors
and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com),
SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate
with our investors and the public about our company and our products. It is possible that the information we post on our websites, social
media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our
company to review the information we post on the websites, social media channels and blogs, including the following (which list we will
update from time to time on our investor relations website):
| Websites |
|
Social
Media |
| motorsportgames.com |
|
Twitter:
@msportgames |
| |
|
Instagram:
msportgames |
| |
|
Facebook:
Motorsport Games |
| |
|
LinkedIn:
Motorsport Games |
The
contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.
Contacts:
Investors:
Investors@motorsportgames.com
Media:
PR@motorsportgames.com
