Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-025242

Filed: 2026-05-26

Period: 2026-05-24

CIK: 0001821175

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001821175

2026-05-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 24, 2026

Motorsport

Games Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39868

86-1791356

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

3350

SW 148th Avenue,

Suite 207

Miramar,

33027

(Address

of principal executive offices)

(Zip

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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, $0.0001 par value per share

MSGM

The

Nasdaq Stock Market LLC

(The

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 ☒

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. ☐

Item

3.03. Material Modification to Rights of Security Holders.

The

disclosures set forth below under Item 5.03 are incorporated by reference herein.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously disclosed by Motorsport Games Inc. (the “Company”), on April 22, 2025, the holder of at least two thirds of the

voting power of the Company’s Class A Common Stock, par value $0.0001 per share, and Class B Common Stock, par value $0.0001 per

share, voting together as a single class, delivered to the Company an irrevocable written consent approving a Certificate of Amendment

(the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”)

and Amendment No. 2 (the “Bylaws Amendment”) to the Company’s Bylaws, as amended (the “Bylaws”).

May 4, 2026, the Company filed with the Securities and Exchange Commission a Definitive Information Statement on Schedule 14C relating

to the approval of the Charter Amendment and the Bylaws Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the approval of the

Charter Amendment and the Bylaws Amendment could not take effect before May 24, 2026, which is 20 calendar days after the Definitive

Information Statement was first provided to the Company’s stockholders.

May 22, 2026, the Company filed the Charter Amendment, effective as of May 24, 2026, with the Delaware Secretary of State, and on May

24, 2026, the Bylaws Amendment was deemed effective. The Charter Amendment provides as follows:

●

Section

A of Article IX of the Certificate of Incorporation is amended to provide that the Company reserves the right to amend, alter, change

or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed in the Certificate

of Incorporation, and by the laws of the State of Delaware, and all rights conferred upon stockholders in the Certificate of Incorporation,

as so amended, are granted subject to this reservation.

●

Section

B of Article IX of the Certificate of Incorporation is amended to provide that the Bylaws may be altered, amended or repealed, or

new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the capital stock of

the Company entitled to vote generally in the election of directors;

and

●

Section

C of Article VII of the Certificate of Incorporation is amended to provide that any action required or permitted to be taken by the

stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not

be effected by any consent in writing by such stockholders.

The

Bylaws Amendment provides as follows:

●

Section

6.07 of the Bylaws is amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board

of Directors or a simple majority of all of the then outstanding shares of the Company’s capital stock entitled to vote generally

in the election of directors; and

●

Section

2.07 of the Bylaws is amended to provide that any action required or permitted to be taken by the Company’s stockholders must

be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing

by such stockholders.

The

foregoing descriptions of the Charter Amendment and the Bylaws Amendment do not purport to be complete and are qualified in their entirety

by reference to each such document, copies or forms of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report

on Form 8-K and are incorporated by reference herein.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

3.1

Certificate of Amendment to the Certificate of Incorporation, as amended, of Motorsport Games Inc.

3.2

Amendment No. 2 to the Bylaws of Motorsport Games Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

May 26, 2026

By:

/s/

Stephen Hood

Stephen

Hood

Chief

Executive Officer and President

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

Motorsport

Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State

of Delaware, hereby certifies, effective as of 12:01 a.m. Eastern Time on May 24, 2026, as follows:

1. The

Corporation filed its Certificate of Incorporation with the Secretary of State of the State

of Delaware on January 8, 2021 (the “Certificate”).

2. This

Certificate of Amendment amends the provisions of the Certificate.

3. Section

A of Article IX of the Certificate is hereby amended and restated as follows:

“A.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or

hereafter prescribed by statute and this Certificate, and all rights conferred upon the stockholders herein are granted subject to this

reservation.”

4. Section

B of Article IX of the Certificate is hereby amended and restated as follows:

“B.

The Board is expressly empowered to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws of the Corporation. Any

alteration, amendment or repeal of the Bylaws of the Corporation by the Board or adoption of new bylaws by the Board shall require the

approval of a majority of the authorized number of directors. The stockholders shall also have power to alter, amend or repeal the Bylaws

of the Corporation or adopt new Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class

or series of stock of the Corporation required by law or by this Certificate, such action by stockholders shall require the affirmative

vote of the holders of greater than fifty percent (50%) of the voting power of all of the then-outstanding shares of the capital stock

of the Corporation entitled to vote generally in the election or directors, voting together as a single class.”

5. Section

C. of Article VII of the Certificate is deleted in its entirety, and the following is substituted

in lieu thereof:

“C.

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special

meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.”

6. This

Certificate of Amendment was duly adopted in accordance with the provisions of Section 228

and 242 of the General Corporation Law of the State of Delaware.

7. All

other provisions of the Certificate shall remain in full force and effect.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 22nd day of May, 2026.

MOTORSPORT

GAMES INC.,

Delaware corporation

By:

/s/

Stephen Hood

Name:

Stephen

Hood

Title:

Chief

Executive Officer and President

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

AMENDMENT

NO. 2 TO THE BYLAWS OF

MOTORSPORT GAMES INC.

This

Amendment No. 2 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”),

as adopted pursuant to Section 6.07 of said by-laws, is effective as of the 24th day of May, 2026.

Article

2.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof:

“Section

2.07. Action by Consent. Any action required or permitted to be taken by the stockholders of the Corporation must be effected

at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such

stockholders.”

Article

6.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof:

“Section

6.07. Amendments. The Board of Directors is expressly empowered to alter, amend or repeal these bylaws or adopt new bylaws. Any

alteration, amendment or repeal of these bylaws by the Board of Directors or adoption of new bylaws by the Board of Directors shall require

the approval of a majority of the authorized number of directors. The stockholders shall also have power to alter, amend or repeal these

bylaws or adopt new bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation

required by law or by the certificate of incorporation, such action by stockholders shall require the affirmative vote of the holders

of greater than fifty percent (50%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation

entitled to vote generally in the election or directors, voting together as a single class.”

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 24, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 24, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-39868

Entity Registrant Name

Motorsport

Games Inc.

Entity Central Index Key

0001821175

Entity Tax Identification Number

86-1791356

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3350

SW 148th

Entity Address, Address Line Two

Avenue

Entity Address, Address Line Three

Suite 207

Entity Address, City or Town

Miramar

Entity Address, State or Province

Entity Address, Postal Zip Code

33027

City Area Code

(305)

Local Phone Number

413-0812

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A common stock, $0.0001 par value per share

Trading Symbol

MSGM

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration