8-K
Motorsport Games Inc. (MSGM)
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
Dateof Report (Date of earliest event reported): October 24, 2025
MotorsportGames Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39868 | 86-1791356 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 3350 SW 148^th^ Avenue<br><br> <br>Suite 207<br><br> <br>Miramar , FL | 33027 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> A common stock, $0.0001 par value per share | MSGM | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> 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. ☐
Item5.07. Submission of Matters to a Vote of Security Holders.
Motorsport Games Inc. (the “Company”) held a Special Meeting of Stockholders on October 24, 2025 (the “Special Meeting”), at which the Company’s stockholders voted on two proposals (the “Proposals”) and cast their votes as described below. These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on September 9, 2025 (the “Definitive Proxy Statement”). The matters voted upon at the Company’s Special Meeting and the results of such voting are set forth below.
At the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:
Proposal1: Approval of the exercise of warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), under applicable rules and regulations of the Nasdaq Stock Market LLC. This proposal is referred to as the “Warrant Exercise Proposal”.
The Company’s stockholders did not approve the Warrant Exercise Proposal based on the votes below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 136,285 | 8,498,874 | 7,430 | - |
Proposal2: Approval of a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposal. This proposal is referred to as the “Adjournment Proposal”.
The Company’s stockholders did not approve the Adjournment Proposal based on the votes below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 145,961 | 8,489,078 | 7,550 | - |
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:<br> October 24, 2025 | By: | /s/ Stephen Hood |
| Stephen<br> Hood | ||
| Chief<br> Executive Officer and President |