Motorsport Games Inc.: Bylaws amended to allow alteration or repeal by board or simple majority of outstanding voting stock, and to require stockholder actions to be taken at meetings (effective 2026-05-24).
“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provides as follows: ● Section 6.07 of the Bylaws is amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the Company’s capital stock entitled to vote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.”
Governance Changes
Motorsport Games Inc.: Certificate of Incorporation amended to require stockholder actions to be taken at meetings and remove written consent, and to allow amendment by board or simple majority vote; Bylaws amended correspondingly (effective 2026-05-24).
“On 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.”
Governance Changes
Motorsport Games Inc.: Amendment to charter in connection with the repurchase of Class A Shares.
“The disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference herein.”
Governance Changes
Motorsport Games Inc.: Amendment to bylaws in connection with the repurchase of Class A Shares.
“The disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference herein.”
M&A Transactions
Motorsport Games Inc. underwent a change of control involving Driven Lifestyle Group LLC for cash consideration of $4.11 per share for 904,395 shares of Class A Common Stock (closed 2026-04-22).
“On April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”) with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company purchased 904,395 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) held by Driven Lifestyle (the “Class A Shares”). The Agreement provides for the Shares to be purchased at a price of $4.11, which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding the signing of the Agreement.”
Material Agreements
Motorsport Games Inc. entered into Share Repurchase Agreement with Driven Lifestyle Group LLC (effective 2026-04-22).
“On April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”) with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company purchased 904,395 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) held by Driven Lifestyle (the “Class A Shares”).”
Debt Financings
Motorsport Games Inc. incurred revolving credit of $3.0 million with Citibank, N.A. at Adjusted Term SOFR plus 2.250% maturing February 20, 2027.
“On February 20, 2026, Motorsport Games Inc. (the “Company”) entered into a business loan agreement (the “Credit Agreement”) with Citibank, N.A. (“Citibank”), pursuant to which Citibank provided the Company with a revolving line of credit of up to $3.0 million at an interest rate equal to the Adjusted Term SOFR (as defined in the Credit Agreement) plus 2.250%, subject to increase upon an event of default.”
Material Agreements
Motorsport Games Inc. entered into Credit Agreement with Citibank, N.A. valued at $3.0 million (effective 2026-02-20).
“On February 20, 2026, Motorsport Games Inc. (the “Company”) entered into a business loan agreement (the “Credit Agreement”) with Citibank, N.A. (“Citibank”), pursuant to which Citibank provided the Company with a revolving line of credit of up to $3.0 million”
Guoquan (Paul) Huang was appointed as Class II Director at Motorsport Games Inc..
“On April 10, 2025, the Board appointed Guoquan (Paul) Huang to serve on the board of directors, effective upon the closing of the Private Placement and the satisfactory completion of a background check, as a Class II director for a term expiring at the 2026 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal or as otherwise provided in the bylaws of the Company.”
Guoquan (Paul) Huang was appointed as Class II Director at Motorsport Games Inc..
“On April 10, 2025, the Board appointed Guoquan (Paul) Huang to serve on the board of directors, effective upon the closing of the Private Placement and the satisfactory completion of a background check, as a Class II director for a term expiring at the 2026 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal or as otherwise provided in the bylaws of the Company.”
Stanley Beckley was appointed as Chief Financial Officer at Motorsport Games Inc..
“appointed Stanley Beckley, 42, currently the Company’s Interim Chief Financial Officer, to serve as the Company’s Chief Financial Officer (“CFO”) on a permanent basis.”
Earnings Releases
Motorsport Games Inc. reported first quarter ended March 31, 2024 results: revenue $3.0 million, net income $1.7 million, EPS $0.60 per share.
“● Launched Le Mans Ultimate in Early Access on PC to recognizably positive user ratings on Steam with approximately 79,000 units sold in Q1 2024. ● Revenue increased to $3.0 million in Q1 2024, up by $1.3 million compared to Q1 2023, with a gross profit margin of 78.0% compared to 27.8% in the prior year period. ● Net loss decreased to $1.7 million in Q1”
Material Agreements
Motorsport Games Inc. entered into Asset Purchase Agreement with Traxion.GG Limited valued at $250,000 (effective 2024-04-26).
“On April 26, 2024, Motorsport Games Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Traxion.GG Limited (“Traxion.GG”).”
Material Agreements
Motorsport Games Inc. entered into New BTCC License Agreement with BARC (TOCA) LIMITED valued at Annual royalty of 50% of Adjusted Gross Annual Sales of downloadable Products; term through December (effective 2024-04-12).
“Agreement”) with BARC (TOCA) LIMITED (“TOCA”). The Agreement resolved any and all disputes between the Company and TOCA with respect to the termination of the License agreement, dated May 29, 2020, between”
Material Agreements
Motorsport Games Inc. entered into Settlement Agreement with BARC (TOCA) LIMITED valued at One-time payment of $225,000, forgiveness of all royalties and sums (effective 2024-04-12).
“On April 12, 2024, Motorsport Games Inc., a Delaware corporation (the "Company"), entered into a Settlement Agreement (the "Agreement") with BARC (TOCA) LIMITED ("TOCA").”
Earnings Releases
Motorsport Games Inc. reported fiscal year ended December 31, 2023 results: revenue $6.9 million, net income $14.3 million, or $5.06 per share, EPS $5.06 per share.
“- Stock-based compensation 81,242 (105,792 ) Adjusted EBITDA $ 482,875 $ (3,180,057 ) Financial Results for the Year Ended December 31, 2023 Revenue for the full year 2023 was $6.9 million compared to $10.3 million for the prior year period, a reduction of $3.4 million, or 33.1%. Gaming segment revenues were $6.6 million for the full year 2023, compared to $9.1”
Earnings Releases
Motorsport Games Inc. reported fourth quarter of 2023 results: revenue $1.7 million, net income $2.7 million, or $1.35 per share, EPS $1.35 per share.
“Revenue for the fourth quarter of 2023 was $1.7 million compared to $3.8 million for the same period in the prior year, a reduction of $2.1 million, or 53.7%.”
Listing & Compliance Notices
Motorsport Games Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).
“February 5, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified Motorsport Games Inc. (the “Company”) that, based on Nasdaq’s review of the Company and the materials submitted by the Company to Nasdaq, Nasdaq’s staff has determined to grant the Company an extension to regain compliance with Nasdaq’s minimum $2,500,000 stockholders’ equity requirement set forth in Listing Rule 5550(b)(1) (the “NCM Equity Rule”), until May 15, 2024, subject to the Company’s regaining and evidencing compliance with the NCM Equity Rule by such date. The deficiency with respect to the Company’s compliance with th”
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