Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-038359

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001821175

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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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): August 14, 2026

Motorsport

Games Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39868

86-1791356

(State

or other jurisdiction

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)

Preferred

Stock Purchase Rights

N/A

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

2.02 Results of Operations and Financial Condition.

August 14, 2026, Motorsport Games Inc. (the “Company”) issued a press release announcing its financial results for the quarter

ended June 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this report. The Press Release is deemed to be “furnished”

to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed to be “filed” for purposes

of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section. The Press Release shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities

Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in

such a filing.

Item

7.01 Regulation FD Disclosure.

August 14, 2026, the Company posted on its website presentation materials related to the Company’s financial results for its fiscal

quarter ended June 30, 2026 (the “Presentation”). A copy of the Presentation is attached to this Form 8-K as Exhibit 99.2

and it is incorporated by reference into this Item 7.01. These materials may be amended or updated at any time and from time to time

through another Current Report on Form 8-K, a later Company filing, a later posting on the Company’s website or other applicable

means. The Presentation is deemed to be “furnished” to the SEC and it shall not be deemed to be “filed” for purposes

of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The Presentation shall not be deemed to be

incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as may be expressly

set forth by specific reference in any such filing

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated August 14, 2026

99.2

Motorsport Games Inc. Presentation

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:

August 14, 2026

By:

/s/

Stephen Hood

Stephen

Hood

Chief

Executive Officer and President

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Motorsport

Games Reports Second Quarter 2026 Financial Results

MIRAMAR,

Florida – August 14, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”)

today reported financial results for its second quarter ended June 30, 2026. The Company has also posted second quarter 2026 earnings

slides highlighting key milestones that occurred during and subsequent to the period, which are accessible on the Company’s investor

relations website.

“We

are delighted to report a sixth consecutive quarter of profitability, with revenues for the first half of the year growing strongly against

the same period last year.” commented Stephen Hood, President and Chief Executive Officer of Motorsport Games. “What is particularly

pleasing is that our gross margin has expanded alongside that growth. We are not simply growing, we are growing more efficiently, and

we believe that is the clearest evidence yet that the transformation of this business is now consistent and repeatable.”

“I

am also delighted to share that we have now sold more than half a million units of the Le Mans Ultimate base game alongside more

than 1.2 million individual pieces of downloadable content. Subsequent to the period, we released Version 1.4, bringing the Daytona

and Laguna Seca circuits to Le Mans Ultimate and extending our content beyond the European racing world for the first time.

The initial results of this expansion are very promising with the U.S. Track launch date reporting the highest single day revenues

since the game’s initial launch in Early Access.”

Hood

continued, “Furthermore, we believe RaceControl should now be recognized not as a feature that supports Le Mans Ultimate, but

as a platform business in its own right. Mid-way through its second year, subscription growth has been substantial, it carries a materially

better margin profile than our content business because it runs on infrastructure we operate ourselves, and it is embedded in the daily

habits of every one of our players. RaceControl is now central to how we intend to grow, and we look forward to sharing further news

on the next stage of growth for the platform on our next earnings call.”

Second

Quarter 2026 Highlights and Subsequent Business Update

During

the second quarter of 2026, Motorsport Games continued to grow subscription revenue within its RaceControl platform while investing deliberately

in the next phase of the Company’s growth.

●

Generated

revenues of $3.5 million in Q2 2026 compared to $2.6 million in Q2 2025, an increase of $0.9 million, or 36.6%; revenues for the

six months ended June 30, 2026 were $7.6 million, compared to $4.4 million for the same period in 2025, an increase of $3.2 million

or 74.0%.

●

RaceControl

subscription revenues grew to approximately $1.4 million for the six months ended June 30, 2026, up from approximately $0.3 million

for the same period in 2025, an increase of approximately 348.9%. RaceControl is currently generating approximately $2.9 million

in annual recurring revenues, up from approximately $1.2 million for the full year 2025. As of June 30, 2026, RaceControl had more

than 40,500 paid subscribers, an increase of more than 230% compared to June 30, 2025, achieved entirely through organic growth.

●

Gross

profit margin for the six months ended June 30, 2026 increased to 84.7%, compared to 78.8% for the same period in 2025.

●

Non-GAAP

Adjusted diluted net income per share(1) was $0.33 in H1 2026, compared to $0.24 in H1 2025.

●

Released

Le Mans Ultimate Version 1.4 in July 2026, featuring new American track packs, including Daytona and Laguna Seca race circuits,

along with other game improvements. Le Mans Ultimate has now sold over 500,000 units of the base game and approximately 1.2

million individual downloadable content (DLC) units since launch.

●

Achieved

a new all-time peak of more than 8,800 concurrent players in March 2026 following the release of Le Mans Ultimate Version

1.3 and recorded its highest-ever month for average daily active users in April 2026.

●

Completed

the repurchase of 904,395 shares of Class A Common Stock from Driven Lifestyle Group LLC, resulting in the retirement of all outstanding

shares of Class B Common Stock and the elimination of super-voting rights, simplifying the Company’s capital structure and

establishing equal voting rights for all shareholders.

●

Peter

Hansen-Chambers was appointed as the Company’s Chief Financial Officer effective July 1, 2026, as the Company works to expand

its product portfolio and diversify revenue lines beyond its existing titles.

Select

Financial Highlights for the Three Months Ended June 30, 2026

Revenues

for the second quarter of 2026 were approximately $3.5 million compared to approximately $2.6 million for the same period in the prior

year, an increase of approximately $0.9 million, or 36.6%. For the six months ended June 30, 2026, revenues were approximately $7.6 million

compared to approximately $4.4 million for the same period in the prior year, an increase of approximately $3.2 million, or 74.0%. Gross

profit for the second quarter of 2026 was $2.9 million compared to $2.1 million for the same period in the prior year, an increase of

$0.8 million. For the six months ended June 30, 2026, gross profit was $6.4 million compared to $3.4 million for the same period in the

prior year, an increase of approximately $3.0 million, or 86.9%, with gross profit margin achieving 84.7%, compared to 78.8% for the

same period in the prior year. RaceControl, the Company’s free-to-join player platform which offers premium subscription tiers,

generated subscription revenues of approximately $1.4 million for the six months ended June 30, 2026, compared to approximately $0.3

million for the same period in the prior year, an increase of approximately 348.9%, and representing approximately 18.0% of the Company’s

total revenues for the six months ended June 30, 2026, compared to approximately 7% for the first half of 2025 and less than 1% for the

full year 2024.

Net

income for the second quarter of 2026 was approximately $0.2 million, compared to approximately $4.2 million for the same period in the

prior year, representing the sixth consecutive quarter of positive net income. Q2 2025 net income is comprised of several non-recurring

gains unrelated to our core operations, including $2.3 million in gains on foreign exchange rates and a $0.8 million gain from the Wesco

Settlement Agreement, neither of which recurred in the current period. The Company also increased its investment in development during

the second quarter of 2026, with development expenses nearly tripling year-over-year, primarily reflecting continued investment in growing

Le Mans Ultimate and RaceControl with new content and features. On an adjusted basis, which management believes better reflects

the Company’s underlying operating performance, the Company remained profitable: Non-GAAP Adjusted diluted net income per share(1)

was $0.19 in the second quarter of 2026, compared to $0.25 for the same period in the prior year. However, for the six months ended June

2026, Non-GAAP Adjusted diluted net income per share was $0.33 compared to $0.24 in the same prior year period. The Company’s management

believes that these six-month figures provide a more useful overview of the Company’s recent performance given the non-recurring

gains in Q2 2025 highlighted above.

Adjusted

EBITDA(1) for the second quarter of 2026 was $0.8 million compared to Adjusted EBITDA(1) of $1.4 million for the

same period in the prior year. The decrease in Adjusted EBITDA is primarily due to the same non-recurring gains, including discounts

negotiated on a few outstanding vendor invoices in the prior year, as well as increased expenses this year resulting from the Company’s

increased investment in development during the current period, offset by an increase in stock-based compensation. Adjusted EBITDA for

the six months ended June 2026 was $2.2 million compared to $1.0 million in the same prior year period, primarily driven by the increase

in revenues between the two periods and growth in gross profit margin.

Cash

Flow and Liquidity

During

the six months ended June 30, 2026, the Company generated an average positive cash flow from operations of approximately $0.5 million

per month, primarily due to increased profitability and the capitalization of internally-developed software. During the second quarter

of 2026, the Company also completed the repurchase of 904,395 shares of its Class A Common Stock from Driven Lifestyle Group LLC, resulting

in the retirement of all outstanding Class B Common Stock and establishing equal voting rights for all shareholders. Working capital

as of June 30, 2026 was $2.9 million, compared to $2.2 million as of June 30, 2025. As of June 30, 2026, the Company had cash and cash

equivalents of approximately $3.9 million. The Company maintains a $3 million revolving line of credit from Citibank, N.A., secured in

February 2026 and extended in May 2026 to a maturity date of February 20, 2028, of which $1.2 million was drawn as of June 30, 2026.

(1)Use

of Non-GAAP Financial Measures

Adjusted

EBITDA and Non-GAAP Adjusted diluted net income per share (the “Non-GAAP Measures”) are not financial measures defined by

U.S. generally accepted accounting principles (“U.S. GAAP”). Reconciliations of these Non-GAAP Measures to net income and

diluted net income per share, their most directly comparable financial measures, calculated and presented in accordance with U.S. GAAP,

are presented in the Appendix to this press release.

Adjusted

EBITDA, a measure used by management to assess the Company’s operating performance, is defined as EBITDA, which is net income plus

interest expense, depreciation and amortization, less income tax benefit (if any), adjusted to exclude: (i) gain from settlement of license

liabilities and other agreements; (ii) gain from sale of gaming licenses; (iii) impairment of intangible assets; (iv) loss contingency

expenses; (v) loss (gain) on foreign exchange rates; and (vi) stock-based compensation expenses.

Non-GAAP

Adjusted diluted net income per share, another measure used by management to assess the Company’s operating performance, is defined

as diluted net income per share plus depreciation and amortization, adjusted to exclude: (i) gain from settlement of license liabilities

and other agreements; (ii) gain from sale of gaming licenses; (iii) impairment of intangible assets; (iv) loss contingency expenses;

(v) loss (gain) on foreign exchange rates; and (vi) stock-based compensation expenses.

The

Company uses the Non-GAAP Measures to manage its business and evaluate its financial performance, as Adjusted EBITDA and Non-GAAP Adjusted

diluted net income per share eliminate items that affect comparability between periods that the Company believes are not representative

of its core ongoing operating business. Additionally, management believes that using the Non-GAAP Measures is useful to its investors

because it enhances investors’ understanding and assessment of the Company’s normalized operating performance and facilitates

comparisons to prior periods and its competitors’ results (who may define Adjusted EBITDA and Non-GAAP Adjusted diluted net income

per share differently).

The

Non-GAAP Measures are not recognized terms under U.S. GAAP and do not purport to be an alternative to revenue, income/loss from operations,

net income, or cash flows from operations or as a measure of liquidity or any other performance measure derived in accordance with U.S.

GAAP. Additionally, the Non-GAAP Measures are not intended to be measures of free cash flows available for management’s discretionary

use, as they do not consider certain cash requirements, such as interest payments, tax payments, working capital requirements and debt

service requirements. The Non-GAAP Measure have limitations as an analytical tool, and investors should not consider them in isolation

or as a substitute for our results as reported under U.S. GAAP. Management compensates for the limitations of using the Non-GAAP Measures

by using them to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business

than would be presented by using only measures in accordance with U.S. GAAP. Because not all companies use identical calculations, the

Non-GAAP Measures may not be comparable to other similarly titled measures of other companies.

Conference

Call and Webcast Details

The

Company will host a conference call and webcast at 5:00 p.m. ET today, August 14, 2026, to discuss its financial results. The live conference

call can be accessed by dialing 1-800-420-1459 or 1-203-518-9861 and using Conference ID “MOTOR”. Alternatively, participants

may access the live webcast on the Motorsport Games Investor Relations website at https://ir.motorsportgames.com under “Events.”

About

Motorsport Games:

Motorsport

Games is a racing game developer, publisher and esports ecosystem provider of official motorsport racing series. Combining innovative

and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make

racing games that are authentically close to reality. The Company is the officially licensed video game developer and publisher for iconic

motorsport racing series including the 24 Hours of Le Mans and the FIA World Endurance Championship, recently releasing Le Mans Ultimate

Version 1.4 featuring new cars, updated content and additional improvements. Motorsport Games also owns the industry leading rFactor

2 and KartKraft simulation platforms. rFactor 2 also powers F1® Arcade through a partnership with Kindred Concepts. Motorsport Games

is also an award-winning esports partner of choice for the 24 Hours of Le Mans, creating the renowned Le Mans Virtual Series.

Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and

every race inspires.

For

more information about Motorsport Games visit: www.motorsportgames.com.

Forward-Looking

Statements

Certain

statements in this press release, the related conference call and webcast which are not historical facts are forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,

as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements

or information in this press release, the related conference call and webcast that are not statements or information of historical fact

may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,”

“should,” “expect,” “expected,” “plans,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to

identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the

transformation of the business being now consistent and repeatable; and the initial results of the expansion being very promising.

All

forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those

expressed or implied in the forward-looking statements, many of which are generally outside of the Company’s control and are difficult

to predict. Examples of such risks and uncertainties include, but are not limited to: (i) difficulties, delays or less than expected

results in achieving the Company’s growth plans and continuing the transformation of the business, objectives and expectations,

including delays in the release of new game versions and features, the Company’s inability to deliver new products and/or new content

or features for existing products, and/or the Company’s inability, in whole or in part, to continue to execute its business strategies

and plans, such as due to less than anticipated customer acceptance of its new game titles and/or less than anticipated benefits from

its future technologies, the Company experiencing difficulties or the inability to launch its games as planned, less than anticipated

performance of the games impacting customer acceptance and sales and/or greater than anticipated costs and expenses to develop and launch

its games, including, without limitation, higher than expected labor costs, the Company’s inability to establish partnerships with

additional service providers to come onboard to the Company’s ecosystem and, (ii) difficulties, delays in or unanticipated events

that may impact the timing and scope of new or planned products, features, events or other offerings; (iii) less than expected benefits

from implementing the Company’s management strategies and/or adverse economic, market and geopolitical conditions that negatively

impact industry trends, such as significant changes in the labor markets, an extended or higher than expected inflationary environment,

a higher interest rate environment, tax increases impacting consumer discretionary spending and/or quantitative easing that results in

higher interest rates that negatively impact consumers’ discretionary spending; and (iv) greater than anticipated negative operating

cash flows such as due to higher than expected development costs, higher interest rates and/or higher inflation.

Factors

other than those referred to above could also cause the Company’s results to differ materially from expected results. Additional

examples of such risks and uncertainties include, but are not limited to: (i) the Company’s ability (or inability) to maintain

existing, and to secure additional, licenses and other agreements with various racing series; (ii) the Company’s ability to successfully

manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (iii) unanticipated operating costs,

transaction costs and actual or contingent liabilities; (iv) the ability to attract and retain qualified employees and key personnel;

(v) adverse effects of increased competition; (vi) changes in consumer behavior, including as a result of general economic factors, such

as increased inflation, higher energy prices and higher interest rates; (vii) the Company’s inability to protect its intellectual

property; and/or (vii) local, industry and general business and economic conditions.

Additional

factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be

found in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025,

subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the SEC. The Company anticipates that subsequent

events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically

disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events

or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not

be relied upon as representing the Company’s plans and expectations as of any subsequent date.

Website

and Social Media Disclosure

Investors

and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com),

SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate

with our investors and the public about our company and our products. It is possible that the information we post on our websites, social

media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our

company to review the information we post on the websites, social media channels and blogs, including the following (which list we will

update from time to time on our investor relations website):

Websites

Social

Media

motorsportgames.com

Twitter:

@msportgames

Instagram:

msportgames

Facebook:

Motorsport Games

LinkedIn:

Motorsport Games

The

contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Contacts:

Investors:

Investors@motorsportgames.com

Media:

PR@motorsportgames.com

Appendix:

The

tables below provide reconciliations between net income and adjusted EBITDA, and diluted net income per share and Non-GAAP Adjusted diluted

net income per share:

Three Months

Ended

June 30, 2026

Three Months

Ended

June 30, 2025

Net income

$ 243,199

$ 4,238,172

Interest expense, net

15,891

4,740

Depreciation and amortization (1)

237,050

253,935

EBITDA

496,140

4,496,847

Gain from Wesco Settlement Agreement

(800,000 )

Loss (gain) on foreign exchange rates

225,675

(2,328,115 )

Stock-based compensation

37,644

Adjusted EBITDA

$ 759,459

$ 1,368,732

(1)

Includes

$229,739 and $242,238 of amortization expenses included in cost of revenues for the three months ended June 30, 2026 and 2025, respectively.

Reconciliation

between GAAP and Non-GAAP Adjusted diluted net income per share:

Three Months

Ended

June 30, 2026

Three Months

Ended

June 30, 2025

Diluted net income per share

$ 0.08

$ 0.82

Depreciation and amortization

0.05

Gain from Wesco Settlement Agreement

(0.17 )

Loss (gain) on foreign exchange rates

0.05

(0.45 )

Stock-based compensation

0.01

Non-GAAP Adjusted diluted net income per share

$ 0.19

$ 0.25

Six

Months Ended

June

30, 2026

Six

Months Ended

June

30, 2025

Net income

$ 1,194,772

$ 5,260,785

Interest expense, net

19,096

17,750

Depreciation and amortization (1)

413,099

505,992

EBITDA

1,626,967

5,784,527

Gain from settlement of purchase commitment liabilities

(175,460 )

Gain from HC2 Holdings 2 Inc. Settlement Agreement

(500,000 )

Gain from Wesco Settlement Agreement

(800,000 )

Impairment of intangible assets

27,928

Loss (gain) on foreign exchange rates

173,666

(3,302,878 )

Stock-based compensation

412,675

Adjusted EBITDA

$ 2,241,236

$ 1,006,189

(1)

Includes $399,271 and

$476,169 of amortization expenses included in cost of revenues for the six months ended June 30, 2026 and 2025, respectively.

Reconciliation between GAAP and Non-GAAP Adjusted

diluted net income per share:

Six

Months Ended

June

30, 2026

Six

Months Ended

June

30, 2025

Diluted net income per share

$ 0.13

$ 1.26

Depreciation and amortization

0.08

0.12

Gain from settlement of purchase commitment liabilities

(0.04 )

Gain from HC2 Holdings 2 Inc. Settlement Agreement

(0.12 )

Gain from Wesco Settlement Agreement

(0.19 )

Impairment of intangible assets

0.01

Loss (gain) on foreign exchange rates

0.03

(0.79 )

Stock-based compensation

0.08

Non-GAAP Adjusted diluted net income per share

$ 0.33

$ 0.24

The

following tables provide a comparative summary of the Company’s financial results for the periods presented:

MOTORSPORT

GAMES INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues [1]

$ 3,539,962

$ 2,591,840

$ 7,571,251

$ 4,350,293

Cost of revenues

644,428

454,887

1,161,565

920,273

Gross profit

2,895,534

2,136,953

6,409,686

3,430,020

Operating expenses:

Sales and marketing

191,350

126,307

401,669

224,008

Development

737,228

270,343

1,251,565

872,296

General and administrative [2]

1,321,381

865,040

3,020,012

2,033,522

Impairment of intangible assets

27,928

Depreciation and amortization

7,311

11,697

13,827

29,823

Total operating expenses

2,257,270

1,273,387

4,715,001

3,159,649

Other operating income

1,104,497

1,604,497

Income from operations

638,264

1,968,063

1,694,685

1,874,868

Interest expense, net

(15,891 )

(4,740 )

(19,096 )

(17,750 )

Other (expense) income, net

(379,174 )

2,274,849

(480,817 )

3,403,667

Net income

243,199

4,238,172

1,194,772

5,260,785

Less: Net (loss) income attributable to non-controlling interest

(158,264 )

(20,228 )

477,482

(38,673 )

Net income attributable to Motorsport Games Inc.

$ 401,463

$ 4,258,400

$ 717,290

$ 5,299,458

Net income attributable to Class A common stock per share:

Basic

$ 0.08

$ 0.82

$ 0.14

$ 1.26

Diluted

$ 0.08

$ 0.82

$ 0.13

$ 1.26

Weighted-average shares of Class A common stock outstanding:

Basic [3]

4,760,598

5,206,536

5,106,520

4,195,047

Diluted

5,255,013

5,206,536

5,570,953

4,195,047

[1]

Includes

related party revenues of $11,000 and $0 for the six months ended June 30, 2026 and 2025,

respectively. No related party revenue was recorded for the three months ended June 30, 2026

or 2025.

[2]

Includes

related party expenses of $0 and $37,500 for the three months ended June 30, 2026 and 2025, respectively, and $0 and $75,000 for

the six months ended June 30, 2026 and 2025, respectively.

[3]

Includes

weighed average pre-funded warrant shares.

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