Motorsport Games (NASDAQ: MSGM) extends Citibank loan maturity to 2028

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Motorsport Games Inc. entered into amendments to its credit facilities with Citibank, N.A. The company signed an Amendment to its Business Loan Agreement, which changes an affirmative covenant by revising the definition of the Fixed Charge Coverage Ratio so that the company’s cash interest expenses are added to the ratio’s denominator.

The company and Citibank also amended the related Promissory Note, extending its maturity date from February 20, 2027 to February 20, 2028. These changes affect the terms and covenant calculations of Motorsport Games’ existing revolving line of credit rather than creating a new facility.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Credit amendment date: June 15, 2026 Original credit agreement date: February 20, 2026 Original note maturity: February 20, 2027 +1 more

4 metrics

Credit amendment date June 15, 2026 Date of Amendment to Business Loan Agreement with Citibank

Original credit agreement date February 20, 2026 Date of initial Business Loan Agreement with Citibank

Original note maturity February 20, 2027 Initial maturity date of Promissory Note to Citibank

New note maturity February 20, 2028 Extended maturity date under Amendment to Promissory Note

Key Terms

Material Definitive Agreement, revolving line of credit, Fixed Charge Coverage Ratio, Promissory Note

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

revolving line of credit financial

"pursuant to which Citibank has provided the Company with a revolving line of credit."

A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.

Fixed Charge Coverage Ratio financial

"by revising the definition of Fixed Charge Coverage Ratio."

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

Promissory Note financial

"the promissory note relating to the Credit Agreement (the “Promissory Note”)"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 04:11 PM Accepted by SEC EDGAR 06/18/2026 - 04:10 PM

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 15, 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 1.01 Entry into a Material Definitive Agreement.

On June 15, 2026, Motorsport Games Inc. (the “Company”) entered into an Amendment to Business Loan Agreement (the “Credit Agreement Amendment”) with Citibank, N.A. (“Citibank”), amending the Business Loan Agreement, dated February 20, 2026 (the “Credit Agreement”), between the Company and Citibank, pursuant to which Citibank has provided the Company with a revolving line of credit. The Amendment modifies an affirmative covenant relating to the Company’s level of fixed charges by revising the definition of Fixed Charge Coverage Ratio. Under the Amendment, the Company’s cash interest expenses will be added to the denominator of the Fixed Charge Coverage Ratio. The parties also entered into an amendment (the “Promissory Note Amendment”) to the promissory note relating to the Credit Agreement (the “Promissory Note”) extending the maturity date of the Promissory Note from February 20, 2027, to February 20, 2028.

The foregoing descriptions of the Amendment, the Credit Agreement, the Promissory Note Amendment, and the Promissory Note are qualified in their entirety by reference to the full text of such agreements, forms or copies of which are attached hereto as Exhibits 10.2, 10.1, 10.3, and 10.4, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	10.1	Business Loan Agreement, dated February 20, 2026, by and between Motorsport Games Inc. and Citibank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-39868, filed with the Securities and Exchange Commission on February 25, 2026)
	10.2	Amendment to Business Loan Agreement, dated June 15, 2026, by and between Motorsport Games Inc. and Citibank, N.A.
	10.3	Promissory Note, dated February 20, 2026, in favor of Citibank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-39868, filed with the Securities and Exchange Commission on February 25, 2026)
	10.4	Amendment to Promissory Note, dated June 15, 2026, in favor of Citibank, N.A.
	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

Source: View Original Filing on SEC EDGAR

FAQ

What did Motorsport Games (MSGM) change in its Citibank credit agreement?

Motorsport Games amended its Business Loan Agreement with Citibank, revising the Fixed Charge Coverage Ratio and extending the related Promissory Note’s maturity. These updates adjust covenant calculations and timing on an existing revolving line of credit rather than establishing a new borrowing facility.

How was the Fixed Charge Coverage Ratio revised for Motorsport Games (MSGM)?

The Fixed Charge Coverage Ratio was revised so that Motorsport Games’ cash interest expenses are added to the ratio’s denominator. This change directly affects how compliance with this covenant is calculated under the company’s Business Loan Agreement with Citibank, N.A. going forward.

When does Motorsport Games’ (MSGM) amended Promissory Note to Citibank now mature?

The amended Promissory Note in favor of Citibank now matures on February 20, 2028, extended from February 20, 2027. This one-year extension lengthens the timeline for repayment obligations associated with Motorsport Games’ existing revolving line of credit.

Does the Motorsport Games (MSGM) 8-K report a new loan or an amendment?

The 8-K reports amendments to an existing Business Loan Agreement and Promissory Note with Citibank, not a brand-new loan. It adjusts a key financial covenant definition and extends the note’s maturity by one year, affecting current borrowing terms.

What type of facility does Citibank provide to Motorsport Games (MSGM)?

Citibank provides Motorsport Games with a revolving line of credit under the Business Loan Agreement dated February 20, 2026. The June 15, 2026 amendments update covenant calculations and the Promissory Note maturity associated with this revolving credit arrangement.

Filing Exhibits & Attachments

9 documents