Motorsport Games Inc SEC Filings

Motorsport Games, Inc. has filed a definitive proxy statement for a special meeting to be held October 24, 2025 at 11:00 a.m. local time. The filing explains how stockholders may vote, outlines special meeting admission and householding delivery options, and sets procedural deadlines for stockholder proposals and director nominations for the 2026 annual meeting, including a universal proxy notice deadline of February 24, 2026 (subject to adjustment if the meeting date shifts).

The disclosure includes security ownership details showing Sharp Arrow Global Tech Ventures L.P. holds 1,463,637 shares, or 26.82%, and lists several named individual holders such as Guoquan (Paul) Huang with 181,818 shares (3.58%). The proxy provides practical voting instructions and explains nomination and proposal timelines for investors.

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.

Huang Guoquan, a director of Motorsport Games Inc. (MSGM), amended his initial Form 3 to correct a typographical error in his reported holdings. The amended filing reports ownership of 181,818 shares of Class A common stock held directly. The amendment states the previous Form 3 misstated the number of shares and provides no additional derivative holdings or other changes to beneficial ownership.

Motorsport Games Inc. preliminary proxy excerpts show a special meeting scheduled for Friday, October 24, 2025 at 11:00 a.m. local time. The document includes proxy housekeeping sections and voting instructions and discloses beneficial ownership stakes: Sharp Arrow Global Tech Ventures L.P. holds 1,463,637 shares (26.82%), and director Guoquan (Paul) Huang holds 181,818 shares (3.58%). Several named insiders show de minimis holdings (marked "*"). The statement references the universal proxy rule timeline: any stockholder seeking to nominate director candidates other than the company’s nominees must provide Rule 14a-19 information no later than February 24, 2026.

Insider purchases by a director. Motorsport Games director John Delta reported open-market purchases of common stock on August 19 and August 20, 2025. He acquired 3,500 shares on 08/19/2025 at a weighted-average price of $2.9251 and another 3,500 shares on 08/20/2025 at a weighted-average price of $2.9109, bringing his total reported direct beneficial ownership to 7,000 shares. The filing includes explanations that each reported price is a weighted average across multiple trades within disclosed price ranges. The form is signed and shows the transactions were reported under Section 16.

Motorsport Games Inc. reported mixed but material interim results driven by one-time settlements and financing actions. For the six months ended June 30, 2025 the company reported net income of $5.26 million and net income attributable to Motorsport Games Inc. of $5.299 million, with revenues of $4.35 million and gross profit of $3.43 million. Cash and cash equivalents were $2.37 million as of June 30, 2025 and the company states cash increased to $2.8 million as of July 31, 2025. The results reflect settlement gains, including a $800,000 Wesco settlement and a $500,000 Innovate settlement recorded as other operating income. Balance sheet improvements include total assets of $8.15 million and a reduction in current liabilities to $2.57 million. The company nonetheless reports an accumulated deficit of $86.5 million, working capital of $2.2 million, and states that factors raise substantial doubt about its ability to continue as a going concern within one year. Management disclosed a $12 million related-party line of credit exists but believes it is unlikely to provide future borrowings, and disclosed a private placement that produced approximately $2.35 million in net proceeds.

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.