Welcome to our dedicated page for Motorsport Games SEC filings (Ticker: MSGM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Motorsport Games Inc. filings document the regulatory record for a Nasdaq-listed racing game developer and publisher with Class A common stock and warrant-related capital-structure matters. Recent Form 8-K reports cover operating and financial results, Regulation FD presentations, material agreements, a revolving credit facility, employment and compensation arrangements, and shareholder approvals affecting warrant exercisability.
Proxy materials and related 8-K disclosures describe annual meeting procedures, director elections, equity incentive plan proposals, auditor ratification, stockholder voting mechanics, quorum matters, and governance items. The filings also provide formal disclosure around share repurchase activity, rights of security holders, Nasdaq rules, and risk and covenant terms tied to financing agreements.
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.
The Board of Motorsport Games Inc. notified holders of Class A and Class B common stock that the Majority Stockholder approved amendments to the Certificate of Incorporation and Bylaws to (1) eliminate current 66-2/3% supermajority vote requirements for certain charter and bylaw changes, (2) permit the Board or a simple majority of outstanding voting stock to adopt or amend bylaws, and (3) require stockholder actions to be taken only at duly called meetings (no written consents). The Majority Stockholder held an aggregate of 7,000,000 votes and exercised 67.55% of voting power as of the Record Date; the amendments were approved by written consent on April 22, 2026 and will become effective following the 20-day notice period and the closing of a share repurchase under a Repurchase Agreement.
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. is asking stockholders to vote on five proposals at its 2026 annual meeting on April 17, 2026 in Miramar, Florida. The agenda includes electing two Class II directors, John Delta and Guoquan (Paul) Huang, to two-year terms and approving an amendment to the 2021 Equity Incentive Plan to add 500,000 shares of Class A common stock for future awards.
Stockholders are also being asked to ratify Grassi & Co., CPAs, P.C. as independent auditor for 2026 and to approve the exercise of warrants issued July 29, 2024 to purchase up to 949,310 shares of Class A common stock under Nasdaq rules. A final item would allow adjournment of the meeting if more time is needed to secure votes on the warrant exercise proposal.
Holders of 5,078,450 shares of Class A common stock and 700,000 shares of Class B common stock as of February 27, 2026 may vote, with Class A carrying one vote per share and Class B ten votes per share. The board recommends voting FOR all director nominees and FOR Proposals 2 through 5.
Motorsport Games Inc. large shareholder Driven Lifestyle Group LLC, managed by Mike Zoi, reported an open-market sale of 31,131 shares of Class A common stock on March 10, 2026 at a weighted average price of $4.51 per share.
The shares were sold in multiple trades between $4.22 and $4.92 under a pre-arranged Rule 10b5-1 trading plan adopted on December 31, 2025. After this transaction, Zoi’s indirect holdings through Driven Lifestyle Group LLC total 1,158,848 shares of Class A common stock.
Driven Lifestyle Group LLC and Mike Zoi report their stake in Motorsport Games Inc. and recent share sales. They beneficially own 1,158,848 shares of Class A common stock, representing 22.8% of the outstanding Class A shares, with shared voting and dispositive power.
Together with 700,000 Class B shares that carry 10 votes per share, they control 67.5% of the company’s total voting power. On March 9 and 10, 2026, Driven Lifestyle sold 55,851 Class A shares under a Rule 10b5-1 trading plan adopted on December 31, 2025, which covers 1,480,385 Class A shares.