Every 8-K that Motorsport Games Inc. (MSGM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MSGM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MSGM filings page.
Motorsport Games Inc. reported second quarter 2026 results showing continued top-line and margin expansion. Q2 2026 revenue was $3.5 million versus $2.6 million a year earlier, up 36.6%, and revenue for the six months ended June 30, 2026 was $7.6 million versus $4.4 million, up 74.0%. Gross profit for the first half rose to $6.4 million with gross margin of 84.7% compared to 78.8% in the prior-year period.
RaceControl, the company’s subscription platform, generated $1.4 million in subscription revenue in the first half, up about 348.9% year over year, and is currently producing approximately $2.9 million in annual recurring revenue with more than 40,500 paid subscribers. Net income in Q2 2026 was $243,199, versus $4.2 million in Q2 2025, marking a sixth consecutive profitable quarter; the prior year benefited from sizable non-recurring gains.
Adjusted EBITDA for the first half of 2026 was $2.2 million versus $1.0 million, and Non-GAAP Adjusted diluted net income per share was $0.33 versus $0.24. The company repurchased 904,395 Class A shares, eliminating all Class B super-voting rights and equalizing voting power. As of June 30, 2026, cash and cash equivalents were $3.9 million, working capital was $2.9 million, and the company had a $3 million revolving credit line with $1.2 million drawn.
Motorsport Games Inc. updated its governance framework on July 22, 2026, when the Board adopted Amended and Restated Bylaws. The changes give the Board or meeting chair broad authority over the conduct of stockholder meetings, including setting agendas, limiting attendance and participation, managing questions, restricting recordings, controlling poll timing, and adjourning or recessing meetings when considered appropriate. The Board may also postpone or cancel stockholder meetings by public notice.
The bylaws expand advance notice requirements for stockholder nominations and other business. Notices generally must be delivered between 90 and 120 days before the prior year’s meeting anniversary and include detailed disclosures about share ownership, derivatives, agreements, plans or proposals, relationships with the company, and certain legal proceedings. Stockholders must update information around the record date and shortly before the meeting and may be required to provide verification on request. Director nominees must complete company questionnaires, make written representations on commitments, compensation, and legal eligibility, submit to interviews, and agree to comply with company policies and securities laws, including Rule 14a-19 proxy-solicitation standards. The same nomination rules apply when directors are elected at special stockholder meetings, and the bylaws specify who may call and how to notice special meetings of the Board of Directors.
Motorsport Games Inc. approved a Preferred Stock Rights Agreement, adopting a limited-duration stockholder rights plan and declaring a dividend of one Right for each outstanding share of Class A common stock to holders of record on August 3, 2026.
Each Right lets its holder buy one one‑thousandth of a share of Series A Participating Preferred Stock at a $25.00 purchase price if a person or group, excluding specified exempt and grandfathered holders, reaches 12.5% beneficial ownership or commences a qualifying tender offer. Triggering events activate “flip‑in” and “flip‑over” features that allow other holders to acquire stock valued at twice the purchase price, voiding Rights held by any Acquiring Person. The Board may redeem Rights for $0.001 per Right or exchange them for common stock, and the plan expires at 5:00 p.m. New York City time on July 20, 2027. The Board states it adopted the plan to protect stockholders during perceived undervaluation and recent share accumulations, and not in response to a specific takeover bid.
Motorsport Games Inc. appointed its Chief Executive Officer and President, Stephen Hood, to the Board of Directors and increased the Board size to five members. His appointment is effective immediately.
Hood will serve as a Class II director with a term expiring at the 2028 annual meeting of stockholders. He will continue under his existing employment agreement without additional director compensation. The company states there are no family relationships with other directors or officers and no related-party transactions requiring disclosure.
Motorsport Games Inc. is reshaping its finance leadership. The company is appointing Peter Hansen-Chambers as Chief Financial Officer effective July 1, 2026, while current CFO Stanley Beckley will transition to a new role as Chief Accounting and Compliance Officer on the same date.
Hansen-Chambers will receive an annual base salary of 240,000 pound sterling, with an annual bonus target of 25% of salary and potential equity awards. Beckley’s amended agreement sets his annual base salary at $250,000 and includes a $7,000 signing bonus, along with a general release related to changes in his employment terms.
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.
Motorsport Games Inc. implemented previously approved amendments to its charter and bylaws, effective May 24, 2026. A holder of at least two thirds of the voting power had earlier delivered written consent approving these changes, and an information statement on Schedule 14C was sent to stockholders.
The amendments now allow the Board of Directors or a simple majority of outstanding voting shares to alter, amend or repeal the bylaws and certain charter provisions. They also require that any action by stockholders be taken only at a duly called annual or special meeting, eliminating the ability of stockholders to act by written consent.
Motorsport Games reported strong first quarter 2026 results, with revenue rising to about $4.0 million from $1.8 million a year earlier, an increase of 129.3%. Gross profit grew to $3.5 million, lifting gross margin to 87.2% from 73.5%.
Net income was about $1.0 million, similar to last year, while Adjusted EBITDA improved to $1.5 million from $0.6 million. Net income attributable to Class A shares was $0.06 per share versus $0.33, reflecting a higher share count and non‑controlling interest.
The company highlighted momentum from its Le Mans Ultimate title and RaceControl subscription platform and noted average positive operating cash flow of roughly $0.5 million per month in the quarter. It also secured a $3.0 million revolving credit line and repurchased 904,395 Class A shares for about $3.7 million, while extending a Citibank loan maturity to February 20, 2028.
Motorsport Games Inc. reported that stockholders approved the exercisability of warrants covering up to 949,310 shares of Class A common stock at the 2026 Annual Meeting. These July 29, 2024 warrants include Series A and Series B tranches, each for up to 460,830 shares at an exercise price of $2.17 per share.
The filing also notes placement agent compensation warrants for up to 27,650 shares at an exercise price of $2.17125 per share. Following stockholder approval on April 23, 2026, all of these warrants became exercisable. Series A warrants now expire on October 23, 2031, and Series B warrants expire on October 25, 2027.
In addition, holders of the Series A and Series B purchase warrants agreed that the company’s repurchase of Class A shares from Driven Lifestyle Group LLC will not be treated as a fundamental transaction under the warrant terms, helping clarify how that buyback interacts with these securities.
Motorsport Games Inc. entered a Share Repurchase Agreement with Driven Lifestyle Group LLC to buy back 904,395 Class A shares at $4.11 per share, based on the recent five-day average Nasdaq closing price. Upon this repurchase, all Class B shares held by Driven Lifestyle were cancelled, ending its prior majority voting control.
After closing, Driven Lifestyle beneficially owns 254,453 Class A shares, representing 6.10% of voting power, while Sharp Arrow Global Tech Ventures L.P. becomes the largest holder with 1,463,637 Class A shares (including 377,836 underlying a pre-funded warrant), or 32.15% of voting power. Stockholders also approved charter and bylaw amendments to require stockholder actions at meetings rather than by written consent and to allow the board or a simple majority of voting shares to amend bylaws and the charter.
At the 2026 Annual Meeting, stockholders approved increasing the 2021 Equity Incentive Plan share reserve from 100,000 to 600,000 Class A shares, ratified the auditor, authorized issuance of up to 949,310 Class A shares upon exercise of July 29, 2024 warrants, and elected two Class I directors.
Motorsport Games Inc. reported that its 2026 Annual Meeting of Stockholders on April 21, 2026 was reconvened and then adjourned without conducting any business because not enough shares were represented to reach a quorum. The meeting is scheduled to reconvene at 11:00 a.m. Eastern Time on April 23, 2026 at the company’s Miramar, Florida headquarters.
The record date for voting remains February 27, 2026, and the proposals to be voted on are unchanged from the definitive proxy statement filed on March 16, 2026. Stockholders who have already voted and do not wish to change their vote do not need to take further action, while the company is continuing to solicit additional votes.
Motorsport Games Inc. convened its 2026 Annual Meeting of Stockholders on April 17, 2026, but adjourned it without conducting business because not enough common shares were present to reach a quorum. The meeting is scheduled to reconvene at 11:00 a.m. Eastern Time on April 21, 2026, at the company’s Miramar, Florida headquarters.
The record date remains February 27, 2026, and the proposals to be voted on are unchanged from the definitive proxy statement filed on March 16, 2026. Stockholders who already voted and do not wish to change their vote do not need to take further action, while others are encouraged to submit proxies.
Motorsport Games Inc. has entered into new employment agreements with its incoming Chief Executive Officer and Chief Financial Officer. Stephen Hood will serve as CEO with an annual base salary of 378,000 pound sterling and a target annual bonus equal to 50% of his salary, subject to performance metrics set by the Board. He may receive equity awards under the 2021 Equity Incentive Plan and has a notice period of 6 months if he resigns or 18 months if the Company terminates him, with possible payment in lieu.
Stanley Beckley will serve as CFO with an annual base salary of $300,000 and a target annual bonus equal to 25% of his salary, also tied to performance metrics. If the Company terminates him without Cause or for Disability, or if he resigns for Good Reason, he is entitled to six months of base salary as severance, and following certain terminations within 12 months after a Change in Control, his unvested equity awards will fully vest. Both executives are subject to non-compete, non-solicitation, confidentiality and related restrictive covenants for specified periods during and after employment.
Motorsport Games Inc. reported a strong turnaround for the fourth quarter and full year 2025, driven by its Le Mans Ultimate racing title. Q4 2025 revenue rose to $3.8 million from $2.0 million, with gross margin improving to 85.0% and net income reaching $0.8 million versus a prior-year loss.
For full year 2025, revenue grew to $11.3 million from $8.7 million, while net income improved to $6.8 million from a $3.0 million loss and Adjusted EBITDA reached $7.3 million versus a $3.9 million loss. Cash and cash equivalents were about $5.0 million at December 31, 2025, increasing to $6.0 million by February 28, 2026, supported by roughly $0.3 million per month of positive operating cash flow and settlement inflows.
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.
Motorsport Games Inc. (MSGM) furnished a press release announcing financial results for the quarter ended September 30, 2025 and posted related presentation materials. The company furnished the press release as Exhibit 99.1 and the investor presentation as Exhibit 99.2.
Both items are designated as “furnished,” not “filed,” which means they are not subject to Section 18 liability and are not incorporated into other filings except by specific reference. The materials were made available on November 6, 2025.
Motorsport Games Inc. (MSGM) reported shareholder vote results. At a Special Meeting on October 24, 2025, stockholders did not approve the Warrant Exercise Proposal tied to warrants issued on July 29, 2024 to purchase up to 949,310 shares of Class A common stock under Nasdaq rules.
The Warrant Exercise Proposal received 136,285 votes for, 8,498,874 against, and 7,430 abstentions. Stockholders also did not approve the Adjournment Proposal, with 145,961 votes for, 8,489,078 against, and 7,550 abstentions. Both proposals therefore failed.
Motorsport Games Inc. updated compensation for its top executives and board members. Effective September 1, 2025, the Chief Executive Officer’s annual base salary increases to $485,000 and the Chief Financial Officer’s to $300,000. The CEO will also receive a $50,000 catch-up bonus for 2024 and the CFO $30,000, both paid in September 2025. For 2025, cash bonus targets were set at 50% of base salary for the CEO and 20% for the CFO, tied equally to four key performance metrics and payable in early 2026.
Director compensation shifts from per-meeting fees to higher annual cash retainers, with committee chairs and members receiving defined annual amounts and the Chairman a $15,000 annual fee. Because shareholders have not approved additional shares under the 2021 Equity Incentive Plan, no equity awards were granted in 2024 or 2025. The board confirmed the company remains obligated to make directors whole for missed equity awards upon a change of control or if a director leaves other than for cause.
Motorsport Games Inc. announced on August 13, 2025 that it issued a press release reporting its financial results for the fiscal quarter ended June 30, 2025 and posted related presentation materials to its website. The filing states the press release is furnished as Exhibit 99.1 and the presentation is furnished as Exhibit 99.2, and explicitly notes both are "furnished" rather than "filed" with the SEC, so they are not subject to Section 18 liabilities and are not incorporated by reference into other registration statements unless expressly stated.
The 8-K identifies the company as trading on Nasdaq under MSGM, reflects the emerging growth company checkbox, and is signed by CEO Stephen Hood. No financial figures or performance metrics are included in this report; those details are contained in the referenced press release and presentation exhibits.