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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): 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 |
