Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-022723

Filed: 2026-05-13

Period: 2026-05-13

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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0001821175

2026-05-13

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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): May 13, 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)

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.

May 13, 2026, Motorsport Games Inc. (the “Company”) issued a press release announcing its financial results for the quarter

ended March 31, 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.

May 13, 2026, the Company posted on its website presentation materials related to the Company’s financial results for its fiscal

quarter ended March 31, 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 March 13, 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:

May 13, 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 First Quarter 2026 Financial Results

MIRAMAR,

Florida –May 13, 2026 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”)

today reported financial results for its first quarter ended March 31, 2026. The Company has also posted the first 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 very pleased to report another quarter of strong financial performance, with revenues more than doubling year on year. The progress

we have made in transforming this business is now visibly consistent. We have once again generated positive operating income, supported

by the ongoing momentum of our Le Mans Ultimate title and the steady expansion of our RaceControl subscription platform,”

commented Stephen Hood, President and Chief Executive Officer of Motorsport Games.

“Player

engagement with Le Mans Ultimate has continued to accelerate into 2026. In March, we recorded an all-time peak of more than 8,800

concurrent players upon the release of Version 1.3. This update introduced Circuit de Barcelona-Catalunya, the Duqueine D09 LMP3 race

car, and Logitech Trueforce support, amongst other improvements, and has been particularly well received, reinforcing the consistent

relentless cadence of meaningful improvements our community has come to expect from our development team. Within this release we also

saw the fruit of some early console development improvements with a new user interface framework that is vital for release on these platforms.”

“With

the financial stability we have now established, we have begun to explore the next phase of growth for Motorsport Games. Le Mans Ultimate

has demonstrated that our technology platform, our development approach and our community engagement strategy can deliver a profitable,

scalable business, and we continue to work on plans to expand our portfolio, taking Le Mans Ultimate to console and future possible

titles. Our recent share repurchase from Driven Lifestyle Group LLC is a direct reflection of how far the Company has come - our strengthened

financial position has given us the ability to act, returning greater ownership and strategic influence to the Company and ultimately

to the benefit of all shareholders.”

First

Quarter 2026 Highlights and Subsequent Business Update

●

Generated

revenues of $4.0 million in Q1 2026 compared to $1.8 million in Q1 2025, an improvement of $2.3 million, or 129.3%.

●

Generated

net income of $1.0 million in Q1 2026, in line with $1.0 million in Q1 2025. Q1 2025 net income included $0.5 million reimbursed

to us for legal fees pursuant to the Innovate Settlement Agreement entered on March 27, 2025.

●

Net

income attributable to Class A common stock was $0.06 per share in Q1 2026, compared to net income per share of $0.33 in Q1 2025.

●

Adjusted

EBITDA of $1.5 million in Q1 2026, an improvement of $0.9 million, compared to $0.6 million in Q1 2025.

●

Released

Le Mans Ultimate Version 1.3 in March 2026, introducing Circuit de Barcelona-Catalunya, the Duqueine D09 LMP3 race car, new

track layouts, Logitech Trueforce support and performance improvements.

●

Secured

a $3.0 million revolving line of credit with Citibank in February 2026 to support the Company’s continued product investment

and platform roadmap.

●

Entered

into a Share Repurchase Agreement with Driven Lifestyle Group LLC on April 22, 2026, pursuant to which the Company purchased 904,395

shares of its Class A Common Stock and cancelled all outstanding shares of its Class B common stock.

Select

Financial Highlights for the Three Months Ended March 31, 2026

Revenue

for the first quarter of 2026 was approximately $4.0 million compared to approximately $1.8 million for the same period in the prior

year, an increase of approximately $2.3 million, or 129.3%. Gross profit was $3.5 million compared to $1.3 million for the same period

in the prior year, an increase of $2.2 million, while gross profit margin increased to 87.2% from 73.5%.

Net

income for the first quarter of 2026 and 2025 was approximately $1.0 million, respectively. Net income attributable to Class A common

stock was $0.06 per share for the first quarter of 2026, compared to net income per share of $0.33 for the same period in the prior year.

Adjusted

EBITDA(1) for the first quarter of 2026 was $1.5 million, compared to Adjusted EBITDA(1) of $0.6 million for the

same period in the prior year. The improvement in Adjusted EBITDA of $0.9 million was primarily due to the same factors driving the previously

discussed change in net income for the first quarter of 2026 when compared to the same period in the prior year, as well as an increase

in stock-based compensation compared to the prior year period.

The

following table provides a reconciliation from net income to Adjusted EBITDA(1) for the first quarter of 2026 and 2025, respectively:

Three Months

Ended

March 31, 2026

Three Months

Ended

March 31, 2025

Net income

$ 951,573

$ 1,022,613

Interest expense, net

3,205

13,010

Depreciation and amortization (1)

176,049

252,057

EBITDA

1,130,827

1,287,680

Gain from settlement of purchase commitment liabilities

(175,460 )

Gain from Settlement Agreement

(500,000 )

Impairment of intangible assets

27,928

Stock-based compensation

375,031

Adjusted EBITDA

$ 1,533,786

$ 612,220

(1)

Includes

$169,533 and $233,931 of amortization expenses included in cost of revenues for the three months ended March 31, 2026 and 2025, respectively.

Cash

Flow and Liquidity

of March 31, 2026, the Company had cash and cash equivalents of approximately $5.9 million, which decreased to $3.8 million as of April

2026, due to the Company’s $3.7 million repurchase of its shares from Driven Lifestyle Group LLC on April 22, 2026, partially offset

by a $1.2 million drawdown from a business loan agreement with Citibank, N.A. and cash inflows from operations. In May 2026,

Citibank, N.A. extended the maturity date of the business loan agreement to February 20, 2028. During the three months ended March

31, 2026, the Company generated an average positive cash flow from operations of approximately $0.5 million per month that was primarily

due to increased profitability and the capitalization of internally-developed software.

(1)Use

of Non-GAAP Financial Measures

Adjusted

EBITDA (the “Non-GAAP Measure”) is not a financial measure defined by U.S. generally accepted accounting principles (“U.S.

GAAP”). Reconciliations of the Non-GAAP Measure to net income, its most directly comparable financial measure, calculated and presented

in accordance with U.S. GAAP, are presented in the tables above.

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; and (v) stock-based compensation expenses.

The

Company uses the Non-GAAP Measure to manage its business and evaluate its financial performance, as Adjusted EBITDA eliminates 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 Measure 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 differently).

The

Non-GAAP Measure is not a recognized term under U.S. GAAP and does not purport to be an alternative to revenue, income/loss from operations,

net (loss) 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 Measure is not intended to be a measure of free cash flows available for management’s

discretionary use, as it does not consider certain cash requirements, such as interest payments, tax payments, working capital requirements

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

or as a substitute for the Company’s results as reported under U.S. GAAP. Management compensates for the limitations of using the

Non-GAAP Measure by using it 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 Measure 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, May 13, 2026, to discuss its financial results. The live conference

call can be accessed by dialing 1-800-267-6316 or 1-203-518-9783 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 1.3 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

ongoing momentum of the Le Mans Ultimate title and the steady expansion of the RaceControl subscription platform; the cadence of meaningful

improvements from the Company’s development team; the next phase of the Company’s growth; the potential of the Company’s

technology platform, development approach, and community engagement strategy to deliver a profitable, scalable business; plans to expand

the Company’s portfolio, including taking Le Mans Ultimate to console; and the Company’s strengthened financial position,

ability to act, and their benefit to the Company’s shareholders.

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, 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

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 March 31 ,

2026

2025

Revenues [1]

$ 4,031,289

$ 1,758,453

Cost of revenues

517,137

465,386

Gross profit

3,514,152

1,293,067

Operating expenses:

Sales and marketing

210,319

97,701

Development

514,337

601,953

General and administrative [2]

1,698,631

1,168,482

Impairment of intangible assets

27,928

Depreciation and amortization

6,516

18,126

Total operating expenses

2,457,731

1,886,262

Other operating income

500,000

Income (loss) from operations

1,056,421

(93,195 )

Interest expense, net

(3,205 )

(13,010 )

Other (expense) income, net

(101,643 )

1,128,818

Net income

951,573

1,022,613

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

635,746

(18,445 )

Net income attributable to Motorsport Games Inc.

$ 315,827

$ 1,041,058

Net income per Class A common share attributable to Motorsport Games Inc.:

Basic

$ 0.06

$ 0.33

Diluted

$ 0.06

$ 0.33

Weighted-average shares of Class A common stock outstanding:

Basic

5,456,286

3,183,558

Diluted

5,482,458

3,183,558

[1]

Includes

related party revenues of $11,000 and $0 for the three months ended March 31, 2026 and 2025, respectively.

[2]

Includes

related party expenses of $0 and $37,500 for the three months ended March 31, 2026 and 2025, respectively.

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dei_EntityEmergingGrowthCompany

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Balance Type:

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- 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:

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- 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:

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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

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Data Type:

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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:

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Balance Type:

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- 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

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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xbrli:normalizedStringItemType

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- 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:

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Balance Type:

Period Type:

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- 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:

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Namespace Prefix:

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- 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

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Period Type:

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- 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:

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Namespace Prefix:

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Data Type:

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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

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Data Type:

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Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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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

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