8-K - MSGM - Equibles

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, 2025

Motorsport

Games Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39868	86-1791356
(State<br> or other jurisdiction <br><br> of incorporation)	(Commission<br> <br><br> File Number)	(I.R.S.<br> Employer <br><br> Identification No.)
5972 NE 4th Avenue Miami, FL	33137
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (305) 507-8799

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. ☐

Item8.01. Other Events.

On March 27, 2025, Motorsport Games Inc. (the “Company”) entered in a Settlement Agreement (the “Settlement Agreement”) regarding the litigation (Case No. 1:21-cv-165-SB) (the “Action”) brought by Innovate 2 Corp. (formerly known as HC2 Holdings 2, Inc.) (“Innovate”) against the Company, the Company’s former Chief Executive Officer and Executive Chairman, the Company’s former Chief Financial Officer, and the Manager of Driven Lifestyle Group LLC in U.S. District Court for the District of Delaware and in which the Company asserted a breach of contract counterclaim against Innovate seeking damages for the Company’s attorneys’ fees and costs.

Pursuant to the Settlement Agreement, Innovate has agreed to pay the Company Five Hundred Thousand Dollars ($500,000), of which no less than $300,000 shall be paid no later than March 31, 2025 (“Initial Payment”), $100,000 shall be paid on August 15, 2025 and $100,000 shall be paid on October 31, 2025. The Settlement Agreement provides that the parties will cause all of their claims in the Action to be dismissed with prejudice within three (3) business days after receipt of the Initial Payment.

| 2 |

| --- |

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<br> Games Inc.
Date:<br> April 1, 2025	By:	/s/ Stephen Hood
		Stephen<br> Hood
		Chief<br> Executive Officer and President

| 3 |

| --- |