Motorsport Games OKs 949,310-share warrant exercise

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 3.03, 8.01

2 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Aggregate warrant shares: 949,310 shares Series A warrants: 460,830 shares Series B warrants: 460,830 shares +5 more

8 metrics

Aggregate warrant shares 949,310 shares Maximum Class A common shares purchasable under July 29, 2024 warrants

Series A warrants 460,830 shares Class A shares purchasable under Series A warrants

Series B warrants 460,830 shares Class A shares purchasable under Series B warrants

Placement agent warrants 27,650 shares Compensation warrants issued to designees of H.C. Wainwright & Co., LLC

Purchase warrant exercise price $2.17 per share Exercise price for Series A and Series B purchase warrants

Placement agent exercise price $2.17125 per share Exercise price for placement agent compensation warrants

Warrant exercisability approval date April 23, 2026 Stockholder approval date when warrants became exercisable

Series A expiration October 23, 2031 Expiration date for Series A warrants

Key Terms

Series A Warrants, Series B Warrants, Fundamental Transaction, Annual Meeting of Stockholders, +1 more

5 terms

Series A Warrants financial

"The Warrants consist of: (a) Series A Warrants to purchase up to 460,830 shares"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

Series B Warrants financial

"(b) Series B Warrants to purchase up to 460,830 shares of Class A Common Stock"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Fundamental Transaction financial

"repurchase of shares ... will not constitute a “Fundamental Transaction” under the Warrants"

Annual Meeting of Stockholders regulatory

"At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Motorsport Games Inc."

Nasdaq Stock Market LLC regulatory

"under applicable rules and regulations of the Nasdaq Stock Market LLC"

Nasdaq Stock Market LLC is the company that operates the Nasdaq electronic stock exchange, a large centralized marketplace where shares of publicly traded companies are listed and bought and sold. Think of it as a high-speed digital auction house and storefront combined: being listed there gives a company visibility and easier access to many buyers, while investors benefit from transparent prices, fast trades and regulated rules that help protect fair trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Motorsport Games (MSGM) stockholders approve regarding warrants?

Stockholders approved the exercisability of warrants covering up to 949,310 Class A shares. These July 29, 2024 warrants include Series A and B tranches, which were previously not exercisable until the April 23, 2026 stockholder approval date at the Annual Meeting.

How many Series A and Series B warrants does Motorsport Games have?

The company has Series A warrants to purchase up to 460,830 Class A shares and Series B warrants to purchase up to 460,830 Class A shares. Together, these purchase warrants cover 921,660 shares, separate from additional placement agent compensation warrants.

What are the exercise prices of Motorsport Games’ new warrants?

The Series A and Series B purchase warrants each have an exercise price of $2.17 per Class A share. Separate placement agent compensation warrants for up to 27,650 shares carry an exercise price of $2.17125 per share, as disclosed in the filing’s warrant description.

When do Motorsport Games’ Series A and Series B warrants expire?

The Series A warrants expire on October 23, 2031, five and a half years after the April 23, 2026 stockholder approval date. The Series B warrants expire earlier, on October 25, 2027, reflecting their 18-month term from the same approval date.

How does the Driven Lifestyle Group share repurchase affect these warrants?

Holders of the Series A and Series B purchase warrants agreed that Motorsport Games’ repurchase of Class A shares from Driven Lifestyle Group LLC will not be treated as a fundamental transaction. This clarification means that buyback will not trigger special warrant protections linked to such events.

When did Motorsport Games’ warrants become exercisable?

The warrants became exercisable on April 23, 2026, the date of the 2026 Annual Meeting of Stockholders. Before that stockholder approval, the warrant terms prevented exercise. The approval date is treated as the stockholder approval date for calculating each warrant series’ expiration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:48 PM Learn about SEC filing dates

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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): April 23, 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 Modifications to Rights of Security Holders.

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Motorsport Games Inc. (the “Company”) held on April 23, 2026 (the “Stockholder Approval Date”), the Company’s stockholders approved the exercise of the warrants issued by the Company on July 29, 2024 (the “Warrants”) to purchase up to an aggregate of 949,310 shares of Class A Common Stock, under applicable rules and regulations of the Nasdaq Stock Market LLC.

The Warrants consist of: (a) Series A Warrants to purchase up to 460,830 shares of Class A Common Stock at an exercise price of $2.17 per share (the “Series A Warrants”); (b) Series B Warrants to purchase up to 460,830 shares of Class A Common Stock at an exercise price of $2.17 per share (the “Series B Warrants” and collectively with the Series A Warrants, the “Purchase Warrants”); and (c) warrants to purchase up to 27,650 shares of Class A Common Stock at an exercise price of $2.17125 per share issued to designees of H.C. Wainwright & Co., LLC, as placement agent compensation.

Pursuant to the terms of the Warrants, the Warrants were not exercisable until the Stockholder Approval Date. As a result of the action taken by the Company’s stockholders at the Annual Meeting the Warrants became exercisable on April 23, 2026.

The Series A Warrants provide that they shall expire five and half years after the Stockholder Approval Date and the Series B Warrants provide that they shall expire 18 months after the Stockholder Approval Date. As a result of the action taken by the Company’s stockholders at the Annual Meeting the Series A Warrants will expire on October 23, 2031, and the Series B Warrants expire on October 25, 2027. In addition, the holders of the Purchase Warrants have agreed that the Company’s repurchase of shares of its Class A Common Stock from Driven Lifestyle Group LLC will not constitute a “Fundamental Transaction” under the Warrants.

2

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: April 24, 2026	By:	/s/ Stephen Hood
		Stephen Hood
		Chief Executive Officer and President

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB