false
0001821175
0001821175
2026-03-27
2026-03-27
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): March 27, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Employment
Agreement with Stephen Hood
On
March 27, 2026, Motorsport Games Inc. (the “Company”), through its subsidiary Motorsport Games Ltd, entered into an employment
agreement with Stephen Hood (the “Hood Employment Agreement”) providing for Mr. Hood to serve as the Company’s Chief
Executive Officer, reporting to the Company’s Board of Directors (the “Board”), with an annual base salary of 378,000
pound sterling.
Under
the Hood Employment Agreement, Mr. Hood is eligible for an annual bonus with a target amount equal to 50% of his base salary, which will
be awarded by the Board in its sole discretion based on the achievement of performance-based metrics established by the Board with input
from Mr. Hood on an annual basis. Mr. Hood may also receive, in the discretion of the Board’s Compensation Committee, equity awards
under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”). Mr. Hood will also be eligible
to receive other customary benefits described in the Hood Employment Agreement.
The
Hood Employment Agreement may be terminated by either Mr. Hood or the Company at any time upon written notice of 6 months in the
case of termination by Mr. Hood or 18 months in the case of termination by the Company (the “Notice Period”). During
the Notice Period Mr. Hood would remain an employee of the Company and continue to receive his salary and other contractual entitlements.
Once notice has been served by either party, the Company may require Mr. Hood not to attend work for a period equivalent to some
or all of the Notice Period. Notwithstanding the Notice Period, the Company may in its sole and absolute discretion, terminate Mr. Hood’s
employment at any time with immediate effect provided that the Company pay within twenty-eight (28) days a payment in lieu (“Payment
in Lieu)”), or the first installment thereof, equal to Mr. Hood’s base salary (as at the date of termination) which he would
have been entitled to receive during the Notice Period. The Company may also terminate Mr. Hood’s employment with immediate effect
and without Payment in Lieu at any time by written notice in the event of gross misconduct, a criminal conviction, or a serious breach
of the Hood Employment Agreement on the part of Mr. Hood.
Mr.
Hood is also subject to certain restrictive covenants, including a non-competition, customer non-solicitation and employee non-solicitation
(each applicable during employment and for 12 months thereafter), and confidentiality restrictions (applicable during employment
and any time thereafter).
Employment
Agreement with Stanley Beckley
On
March 27, 2026, the Company entered into an employment agreement with Stanley Beckley (the “Beckley Employment Agreement”)
providing for Mr. Beckley to serve as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer
and the Board, with an annual base salary of $300,000. Under the Beckley Employment Agreement, Mr. Beckley is eligible for an annual
bonus with a target amount equal to 25% of his base salary, which will be awarded by the Board in its sole discretion based on the achievement
of performance-based metrics established by the Board on an annual basis. Mr. Beckley may also receive, in the discretion of the Board’s
Compensation Committee, equity awards under the 2021 Plan. Mr. Beckley will also be eligible to receive other customary benefits described
in the Beckley Employment Agreement.
Mr.
Beckley’s employment may be terminated (i) automatically upon his death automatically, (ii) upon written notice from the Company
in the event of Disability (as defined in the Beckley Employment Agreement), or (iii) by the Company for Cause (as defined in the
Beckley Employment Agreement) immediately upon providing written notice of such termination to Mr. Beckley. In any such case, the Company
would have no further obligations under the Beckley Employment Agreement, except for any Accrued Obligations (as defined in the Beckley
Employment Agreement). The Company may also terminate the Beckley Employment Agreement other than with respect to a Disability or for
Cause immediately upon written notice of termination to Mr. Beckley, and in such event, in addition to any Accrued Obligations due, subject
to the Company’s receipt of a release, Mr. Beckley is entitled to receive severance payments in an amount equal to Mr. Beckley’s
base salary for a period of six (6) months after the effective date of the termination.
Mr.
Beckley may terminate his agreement for Good Reason (as defined in the Beckley Employment Agreement) immediately upon providing written
notice of such termination to the Company. If Mr. Beckley terminates his employment for Good Reason, Mr. Beckley will be entitled to
receive the same payments and benefits on the same terms and conditions as would be applicable upon termination by the Company other
than for Disability or for Cause.
If
the Beckley Employment Agreement is terminated by Mr. Beckley for Good Reason or by us without Cause (other than on account of Mr. Beckley’s
death or Disability) within 12 months after a Change in Control (as defined in the Beckley Employment Agreement), then, in addition to
the severance payments described above, any outstanding unvested equity awards held by Mr. Beckley shall immediately vest in full (and,
if applicable, become exercisable), subject to the terms of the applicable plan and award agreement.
Mr.
Beckley is also subject to certain restrictive covenants, including a non-competition (applicable during employment and for 18 months
thereafter), customer non-solicitation and employee and independent contractor non-solicitation (each applicable during employment and
for 9 months thereafter), as well as confidentiality (applicable during employment and at all times thereafter) and non-disparagement
restrictions (applicable during employment and at all times thereafter).
The
foregoing description of the Hood Employment Agreement and the Beckley Employment Agreement does not purport to be complete and is qualified
in its entirety by reference to the Hood Employment Agreement and the Beckley Employment Agreement, copies of which are filed as Exhibit
10.1 and 10.2 respectively to this Current Report on Form 8-K and are incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 10.1 |
|
Statement of Terms and Conditions of Employment, dated March 27, 2026, by and between Motorsport Games Ltd and Stephen Hood |
| 10.2 |
|
Executive Employment Agreement, dated March 27, 2026, by and between Motorsport Games Inc. and Stanley Beckley |
| 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:
April 2, 2026 |
By: |
/s/
Stephen Hood |
| |
|
Stephen
Hood |
| |
|
Chief
Executive Officer and President |
