STOCK TITAN
  1. Home
  2. Sec-filings
  3. MSGM
  4. [8-K] Motorsport Games Inc. Reports Material Event

Motorsport Games (NASDAQ: MSGM) secures $3M revolving credit from Citibank

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Motorsport Games Inc. entered into a new credit agreement with Citibank, N.A., obtaining a revolving line of credit of up to $3.0 million. The facility bears interest at Adjusted Term SOFR, with a 0.75% floor, plus 2.250%, and is documented by a promissory note maturing on February 20, 2027.

The company granted Citibank a lien on substantially all of its assets and agreed to financial covenants, including maintaining a Fixed Charge Coverage Ratio above 1.200 to 1.000 and a Cash Flow Leverage Ratio not exceeding 2.500 to 1.000. The agreement restricts additional liens and defines various events of default.

If a default occurs, Citibank may increase the interest rate by 3.00% and declare all amounts under the note immediately due and payable, giving the lender strong remedies tied to the company’s compliance with payment and covenant obligations.

Positive

  • None.

Negative

  • None.

Insights

$3M secured revolver adds liquidity but tightens lender control.

The company has secured a $3.0 million revolving credit line from Citibank, maturing on February 20, 2027. Pricing at Adjusted Term SOFR (floor 0.75%) plus 2.250% is typical for a secured facility of this size and risk profile.

The line is backed by a lien on substantially all assets and governed by financial covenants, including a Fixed Charge Coverage Ratio above 1.200 to 1.000 and a Cash Flow Leverage Ratio at or below 2.500 to 1.000. These tests discipline leverage and coverage but can become constraining if results weaken.

Events of default allow Citibank to add 3.00% to the interest rate and accelerate all obligations. Ownership changes of at least 25% of common stock are also default triggers, so any future strategic transactions or large equity shifts would need to account carefully for this provision.

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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What credit facility did Motorsport Games (MSGM) obtain from Citibank?
Motorsport Games obtained a revolving line of credit of up to $3.0 million from Citibank, N.A. The facility is documented by a promissory note and provides flexible borrowing, subject to covenants and a maturity date of February 20, 2027.

What interest rate applies to Motorsport Games’ new Citibank credit line?
The revolving credit line bears interest at the Adjusted Term SOFR, with a 0.75% floor, plus 2.250%. In an event of default, the applicable interest rate can increase by an additional 3.00%, raising the company’s borrowing cost significantly until any default is resolved.

What collateral secures Motorsport Games’ $3.0 million Citibank facility?
The facility is secured by a lien on substantially all of Motorsport Games’ assets. This broad security interest strengthens Citibank’s position as lender and limits the company’s ability to pledge assets to other creditors without breaching the credit agreement’s negative covenants.

What financial covenants are in Motorsport Games’ Citibank credit agreement?
The agreement requires Motorsport Games to maintain a Fixed Charge Coverage Ratio above 1.200 to 1.000 and a Cash Flow Leverage Ratio not exceeding 2.500 to 1.000. Breaching these ratios could constitute an event of default under the facility.

What events of default apply to Motorsport Games’ new credit agreement?
Events of default include missed payments, covenant breaches, cross-defaults to other debt, and any change in ownership of at least 25% of common stock. Upon default, Citibank may accelerate all amounts due and increase the interest rate by an additional 3.00%.

When does Motorsport Games’ $3.0 million Citibank credit facility mature?
The promissory note evidencing the revolving line of credit has a stated maturity date of February 20, 2027. Until that date, subject to ongoing covenant compliance and no defaults, Motorsport Games may draw and repay amounts within the $3.0 million commitment.
false 0001821175 0001821175 2026-02-20 2026-02-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 20, 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 February 20, 2026, Motorsport Games Inc. (the “Company”) entered into a business loan agreement (the “Credit Agreement”) with Citibank, N.A. (“Citibank”), pursuant to which Citibank provided the Company with a revolving line of credit of up to $3.0 million at an interest rate equal to the Adjusted Term SOFR (as defined in the Credit Agreement) plus 2.250%, subject to increase upon an event of default. The Adjusted Term SOFR has a floor of 0.75%. The revolving line of credit is evidenced by a promissory note (the “Promissory Note”) that the Company issued to Citibank in the principal amount of up to $3.0 million. The Promissory Note has a stated maturity date of February 20, 2027. The Company also entered into a commercial security agreement pursuant to which the Company granted Citibank a lien on substantially all of the Company’s assets.

 

The Credit Agreement includes certain affirmative covenants related to conducting the Company’s business and maintaining certain levels of cash flow and fixed charges, including a requirement to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) in excess of 1.200 to 1.000 and a Cash Flow Leverage Ratio (as such term is defined in the Credit Agreement) not in excess of 2.500 to 1.000. The Credit Agreement also contains negative covenants including prohibitions on the creation or existence of any liens or security interests on the Company’s assets.

 

The Credit Agreement also contains events of default, including failure to make payments under the Note or any related documents, failure to comply with covenants, obligations or conditions contained in the Note or any related document, defaults under other loans, extension of credit or security agreement and any change in the Company’s ownership of twenty five percent (25%) or more of the Company’s common stock. The occurrence of an event of default can result in the exercise of remedies including an increase in the applicable rate of interest by 3.00% and declaration that all outstanding amounts owed under the Promissory Note immediately become due and payable.

 

The foregoing descriptions of the Credit Agreement 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 10.1 and 10.2, 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.
  10.2 Promissory Note, dated February 20, 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: February 25, 2026 By: /s/ Stephen Hood
    Stephen Hood
    Chief Executive Officer and President

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

18 documents

Agreements & Contracts

Other Documents