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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): May 24, 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
3.03. Material Modification to Rights of Security Holders.
The
disclosures set forth below under Item 5.03 are incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed by Motorsport Games Inc. (the “Company”), on April 22, 2025, the holder of at least two thirds of the
voting power of the Company’s Class A Common Stock, par value $0.0001 per share, and Class B Common Stock, par value $0.0001 per
share, voting together as a single class, delivered to the Company an irrevocable written consent approving a Certificate of Amendment
(the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”)
and Amendment No. 2 (the “Bylaws Amendment”) to the Company’s Bylaws, as amended (the “Bylaws”).
On
May 4, 2026, the Company filed with the Securities and Exchange Commission a Definitive Information Statement on Schedule 14C relating
to the approval of the Charter Amendment and the Bylaws Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the approval of the
Charter Amendment and the Bylaws Amendment could not take effect before May 24, 2026, which is 20 calendar days after the Definitive
Information Statement was first provided to the Company’s stockholders.
On
May 22, 2026, the Company filed the Charter Amendment, effective as of May 24, 2026, with the Delaware Secretary of State, and on May
24, 2026, the Bylaws Amendment was deemed effective. The Charter Amendment provides as follows:
| |
● |
Section
A of Article IX of the Certificate of Incorporation is amended to provide that the Company reserves the right to amend, alter, change
or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed in the Certificate
of Incorporation, and by the laws of the State of Delaware, and all rights conferred upon stockholders in the Certificate of Incorporation,
as so amended, are granted subject to this reservation. |
| |
|
|
| |
● |
Section
B of Article IX of the Certificate of Incorporation is amended to provide that the Bylaws may be altered, amended or repealed, or
new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors;
and |
| |
|
|
| |
● |
Section
C of Article VII of the Certificate of Incorporation is amended to provide that any action required or permitted to be taken by the
stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not
be effected by any consent in writing by such stockholders. |
The
Bylaws Amendment provides as follows:
| |
● |
Section
6.07 of the Bylaws is amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board
of Directors or a simple majority of all of the then outstanding shares of the Company’s capital stock entitled to vote generally
in the election of directors; and |
| |
|
|
| |
● |
Section
2.07 of the Bylaws is amended to provide that any action required or permitted to be taken by the Company’s stockholders must
be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing
by such stockholders. |
The
foregoing descriptions of the Charter Amendment and the Bylaws Amendment do not purport to be complete and are qualified in their entirety
by reference to each such document, copies or forms of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report
on Form 8-K and are incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation, as amended, of Motorsport Games Inc. |
| 3.2 |
|
Amendment No. 2 to the Bylaws of Motorsport Games Inc. |
| 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:
May 26, 2026 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
