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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): August 29, 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On
August 29, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”
or the “Board of Directors”) and the Board of Motorsport Games Inc. (the “Company”) held separate meetings to
discuss and ultimately approve certain updates to the compensation of the executive officers (the “Executives”) of the Company
(Stephen Hood, the Chief Executive Officer, and Stanley Beckley, the Chief Financial Officer (by teleconference) and the members of the
Board of Directors. The Compensation Committee met and recommended that the Board approve the changes to the compensation of the Executives
and the Board described in this Current Report on Form 8-K.
To
assist the Compensation Committee in making these compensation recommendations to the Board, the Compensation Committee retained Alliant
Human Capital (“Alliant”), a leading compensation consulting firm. Alliant provided the Compensation Committee and the Board
with a written report that provided a review of relevant Company peers in order to inform the Board and the Compensation Committee
regarding market positioning in both executive and director compensation at peer group companies, such that the Board and Compensation
Committee would have insight regarding market-competitive reward levels and structures, while understanding what may also be consistent
with compensation that is considered “best practice.”
In
addition, no equity awards were granted to the Executives or the Board in 2024 or 2025 in light of the fact that equity awards are not
available at this time due to the Company’s inability to obtain stockholder approval to increase the number of shares of Class
A common stock that may be issued as awards under the Company’s 2021 Equity Incentive Plan (the “Incentive Plan”).
Executive
Officers
Based
on the foregoing and other factors, the Compensation Committee recommended, and the Board approved, the following compensation for the
Executives: (1) effective September 1, 2025, the Chief Executive Officer’s annual base salary was increased to $485,000, and the
Chief Financial Officer’s annual base salary was increased to $300,000; and (2) a catch-up bonus for 2024, will be paid in September
2025, to the Chief Executive Officer in the amount of $50,000 and to the Chief Financial Officer in the amount of $30,000. In addition,
the Compensation Committee recommended, and the Board approved, four key metrics that must be met in order for the Executives to receive
an annual bonus for 2025, with each metric accounting for 25% of any potential bonus. The 2025 annual bonus (if any) will be paid in
cash in the first fiscal quarter of 2026 and was set at 50% of the Chief Executive Officer’s annual base salary and 20% of the
Chief Financial Officer’s annual base salary.
Board
of Directors
Based
on the foregoing and other factors, the Compensation Committee recommended, and the Board approved, the following compensation for the
members of the Board of Directors (effective September 1, 2025, unless otherwise noted): (1) eliminate per-meeting Board member
fees, (2) increase annual cash retainer for each Board member from $25,000 to $40,000; (3) the annual compensation for Committee Chairs
will be as follows: (i) Audit Committee ($20,000); (ii) Compensation Committee ($15,000); and Nominating and Corporate Governance Committee
($10,000); (4) the annual compensation for members of each of the Committees of the Board will be: (i) Audit Committee Members ($8,000);
(ii) Compensation Committee Members ($5,000); and (iii) Nominating and Corporate Governance Committee Members ($2,500); (5) the annual
compensation for the Chairman of the Board will be $15,000 (effective (and pro rated) as of the date of his appointment
as Chairman). All cash retainers are paid quarterly in advance.
In
addition, pursuant to the Company’s existing agreement and as disclosed in the Company’s public filings, each non-employee
director is entitled to receive an annual cash payment as well as an annual stock option award under the Incentive Plan to purchase such
number of shares of the Company’s Class A common stock that will equal $75,000 divided by the closing trading price of the Class
A common stock on the date of each such grant, which will vest one year from the date of grant. Upon the occurrence of certain corporate
events, including a “Change of Control” (as defined in the Incentive Plan) of the Company, all such stock option awards will
immediately vest. As stated above, no equity awards have been granted in 2024 and 2025 due to the lack of shares of Class
A common stock allocated under the Incentive and the Company’s inability to obtain stockholder approval to increase the number
of shares of Class A common stock that may be issued as awards under the Incentive Plan. As a result, each non-employee Director did
not receive multiple, annual stock option awards under the Incentive Plan that each respective Director was entitled to receive in
2024 and 2025. The Board unanimously agreed to acknowledge and approve that the Company shall remain legally obligated to issue any
prior equity compensation to each Director that was owed and not granted (or agree to pay an equivalent amount in cash or other consideration
acceptable to the Director) upon a “Change of Control” (as defined in the Incentive Plan) or if a Board member ceases to
serve as a Director of the Company for any reason other than for “Cause” (as defined in the Incentive Plan).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 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:
September 5, 2025 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
