Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-017937

Filed: 2026-04-17

Period: 2026-04-17

CIK: 0001821175

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001821175

2026-04-17

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): April 17, 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

8.01. Other Events.

April 17, 2026, Motorsport Games Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Annual

Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common

stock to constitute a quorum. The Company adjourned the Annual Meeting, without any business being conducted. The Annual Meeting will

reconvene at 11:00 A.M. Eastern Time on April 21, 2026, at the Company’s corporate headquarters located at 3350 SW 148th Avenue,

Suite 207, Miramar, Florida 33027.

The

record date for the Annual Meeting remains February 27, 2026. Stockholders of the Company who have previously submitted their proxy or

otherwise voted and who do not want to change their vote do not need to take any action.

changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of

its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission

(the “SEC”) on March 16, 2026 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting,

which are available free of charge on the SEC’s website at www.sec.gov.

During

the current adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in

the Proxy Statement.

April 17, 2026, the Company issued a press release to announce the adjournment, which is furnished as Exhibit 99.1 to this Current Report

on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes

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

of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibit is furnished with this Current Report on Form 8-K

Exhibit

Number

Exhibit

Description

99.1

Press Release of Motorsport Games Inc., dated April 17, 2026

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:

April 17, 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 Announces Adjournment of Annual Meeting of Shareholders Due to Lack of Quorum

MIRAMAR,

Florida, April 17, 2026— Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”),

a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that the Company’s

annual meeting of shareholders, on April 17, 2026, at 11:00 a.m. Eastern Time was convened and adjourned, without any business being

conducted, due to lack of the required quorum.

The

meeting will reconvene at 11:00 a.m. Eastern Time on Tuesday April 21, 2026, at the Company’s corporate headquarters located at

3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027.

During

the adjournment, the Company will continue to solicit votes from its shareholders with respect to the proposals set forth in the Company’s

definitive proxy statement filed with the United States Securities and Exchange Commission on March 16, 2026.

The

Company encourages all shareholders of record as of the record date of February 27, 2026, who have not yet voted, to do so by Monday

April 20, 2026, at 11:59 p.m. Eastern Time.

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 2025 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, the statements concerning

building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and every race inspires.

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 the control of the Company and are difficult

to predict. Examples of such risks and uncertainties include, without limitation, the ability to make racing games that are authentically

close to reality and build a virtual racing ecosystem where each product drives excitement, every esports event is an adventure, and

every race inspires.

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,

as well as in its subsequent filings 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

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 17, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 17, 2026

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 Avenue

Entity Address, Address Line Two

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

true

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

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

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