Motorsport Games Inc. — fact timeline

Stanley Beckley was appointed as Chief Accounting and Compliance Officer at Motorsport Games Inc..

“Stanley Beckley, who currently serves as Chief Financial Officer, was appointed to the position of Chief Accounting and Compliance Officer.”

Peter Hansen-Chambers was appointed as Chief Financial Officer at Motorsport Games Inc..

“On June 16, 2026, the Company’s Board of Directors appointed Peter Hansen-Chambers as its new Chief Financial Officer”

Motorsport Games Inc. amended Promissory Note Amendment with Citibank, N.A. (effective 2026-06-15).

“The parties also entered into an amendment (the “Promissory Note Amendment”) to the promissory note relating to the Credit Agreement (the “Promissory Note”) extending the maturity date of the Promissory Note from February 20, 2027, to February 20, 2028.”

Motorsport Games Inc. amended Credit Agreement Amendment with Citibank, N.A. (effective 2026-06-15).

“On June 15, 2026, Motorsport Games Inc. (the “Company”) entered into an Amendment to Business Loan Agreement (the “Credit Agreement Amendment”) with Citibank, N.A. (“Citibank”), amending the Business Loan Agreement, dated February 20, 2026 (the “Credit Agreement”), between the Company and Citibank, pursuant to which Citibank has provided the Company with a revolving line of credit.”

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provides as follows: ● Section 6.07 of the Bylaws is amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the Company’s capital stock entitled to vote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.”

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.”

Motorsport Games Inc. reported its first quarter ended March 31, 2026 results: revenue $4.0 million, net income $1.0 million, EPS $0.06 per share.

“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”

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.”

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.”

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.”

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”).”

Motorsport Games Inc. reported fiscal year ended December 31, 2025 results: revenue $11.3 million, net income $6.8 million, EPS $1.43 per share.

“Revenues for the full year 2025 were $11.3 million compared to $8.7 million for the prior year, an increase of $2.6 million, or 30.0%. Gaming segment revenues represented 100% of the Company’s total 2025 and 2024 revenues, The increase in Gaming segment revenues was primarily due to a $5.8 million increase in 2025 from sales of our Le Mans Ultimate racing title released in February 2024, particularly DLC sales, which were higher compared to 2024, and $1.2 million from RaceControl, offset by a $4.4 million decrease in revenues in 2025 related to NASCAR, a gaming title the company decided to sell so that we might concentrate our efforts elsewhere. As a result, we were not selling the NASCAR titles from the start of 2025. We did not organize a Le Mans Virtual Series event in 2025 or 2024, resulting in no earned sponsorship or events revenue in 2025 and 2024 in our Esports segment. Consolidated gross profit was $9.2 million for the full year 2025 compared to $5.5 million for the prior year”

Motorsport Games Inc. reported the fourth quarter of 2025 results: revenue $3.8 million, net income $0.8 million, EPS $0.15 per share.

“Revenue for the fourth quarter of 2025 was $3.8 million compared to $2.0 million for the same period in the prior year, an increase of $1.8 million, or 94.9%. Gross profit was $3.3 million compared to $0.9 million for the same period in the prior year, an increase of $2.4 million, while gross profit margin increased to 85.0% from 45.8%. Net income for the fourth quarter of 2025 was $0.8 million, compared to net loss $2.9 million for the same period in the prior year, an increase of $3.7 million. The increase in net income is driven by an increase in sales of our Le Mans Ultimate racing title, particularly downloadable content (“DLC”) sales. Consequently, net income attributable to Class A common stock was $0.15 per share for the fourth quarter of 2025, compared to net loss per share of $0.89 in the same prior year period.”

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.”

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.”

Motorsport Games Inc. received a nasdaq compliance regained notice regarding stockholders equity (rules 5550(b)(1)).

“April 15, 2025, Motorsport Games Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that based on the Company’s Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025, Nasdaq has determined that the Company now complies with the stockholders’ equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1). As previously reported, on November 20, 2024, the Company received a letter from Nasdaq stating that the Company did not comply with the minimum $2.5 million stockholders’ equ”

Motorsport Games Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“in the most recently completed fiscal year or in two of the three most recently completed fiscal years. As of December 31, 2024, the Company’s stockholders’ equity was $1,226,002. In accordance with Nasdaq rules, the Company had until January 6, 2025 to submit a plan to the Nasdaq Staff to regain compliance with the Stockholders’ Equity Requirement, which”

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.”

Motorsport Games Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“March 3, 2025, 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 April 14, 2025, 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 the”

Motorsport Games Inc. engaged Grassi & Co., CPAs, P.C. as its auditor.

“On December 4, 2024, the Audit Committee of the Board of Directors of Motorsport Games Inc., a Delaware corporation (the “Company”), approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024, effective immediately, and dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.”

Motorsport Games Inc. dismissed Grant Thornton LLP as its auditor.

“On December 4, 2024, the Audit Committee of the Board of Directors of Motorsport Games Inc., a Delaware corporation (the “Company”), approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024, effective immediately, and dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.”

Motorsport Games Inc. announced a restructuring with charges of approximately $0.2 million affecting primarily in the United States and the United Kingdom (approximately 24 employees and contractors).

“worldwide. The Company expects to record a restructuring charge related to the workforce reduction, primarily consisting of severance and redundancy costs of approximately $0.2 million. The Company expects to recognize and pay out the majority of the restructuring charge in the fourth quarter of fiscal year 2024. The Company further anticipates the”

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.”

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”

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”).”

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”

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").”

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”

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%.”

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”

Motorsport Games Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“(the “Stockholders’ Equity Requirement”). In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company reported stockholders’ equity of $498,897, which was below the Stockholders’ Equity Requirement. Additionally, the Company did not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing”

Motorsport Games Inc. terminated INDYCAR License Agreements with INDYCAR, LLC (effective 2023-11-08).

“On November 8, 2023, INDYCAR, LLC (“INDYCAR LLC”) delivered a notice to Motorsport Games Inc. (the “Company”) to terminate the two license agreements, each dated July 13, 2021, by and between INDYCAR LLC and the Company (collectively, the “INDYCAR License Agreements”), effective immediately.”

Motorsport Games Inc. reported its third fiscal quarter ended September 30, 2023 results: revenue $ 1,693,871, net income $ (3,534,132 ), EPS $(1.28) per share.

“by $4.6 million, driven in part by actions taken by the Company as part of its previously announced 2022 Restructuring Program. In addition, revenue for 2023 was $1.7 million compared to $1.2 million for 2022, a $0.5 million, or 38.5%, improvement that positively impacted net loss. The increase in revenue was primarily driven by the release of the”

Motorsport Games Inc. terminated BTCC License Agreement with BARC (TOCA) Limited (effective 2023-11-03).

“terminating the license agreement, dated May 29, 2020, by and between BARC and the Company (the “BTCC License Agreement”). The termination of the BTCC License Agreement was effective as of November 3, 2023.”

Motorsport Games Inc. announced a restructuring with charges of $0.4 to $0.5 million affecting Australia and the United Kingdom (approximately 38 employees).

“on October 29, 2023, the Company determined to implement additional measures to continue to bring down its year-over-year operating expense through a reduction of the Company’s workforce primarily in Australia and the United Kingdom by approximately 38 employees. The workforce reduction is expected to impact approximately 40% of the Company’s employees worldwide. The Company expects to record a restructuring charge related to the workforce reduction, primarily consisting of severance and redundancy costs, in a preliminary estimated range of $0.4 to $0.5 million.”

Motorsport Games Inc. completed a disposition involving iRacing.com Motorsport Simulations, LLC for $5,000,000 at closing (closed 2023-10-03).

“iRacing paid to 704 $5,000,000 at closing of the transactions contemplated by the Assignment”

Motorsport Games Inc. entered into Assignment and Assumption Agreement with iRacing.com Motorsport Simulations, LLC valued at $5,000,000 (effective 2023-10-03).

“On October 3, 2023, Motorsport Games Inc. (the “Company”) entered into an Assignment and Assumption Agreement (the “Assignment”) among the Company, 704GAMES LLC, a Delaware limited liability company (successor by merger to 704 Games Company, a Delaware corporation) and a wholly owned subsidiary of the Company (“704”), and iRacing.com Motorsport Simulations, LLC (“ iRacing ”).”

Motorsport Games Inc. shareholders approved Ratification of Audit Committee's selection of Grant Thornton LLP as independent registered public accounting firm for year ending December 31, 2023 at the 2023-06-08 meeting.

“Based on the voting results set forth below, at the 2023 Annual Meeting the Company’s stockholders duly ratified the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: Votes Against Abstentions* 8,981,507 2,185 6,620 *There were no broker non-votes with respect to the ratification of the Audit Committee’s selection of Grant Thornton LLP , as this was a “routine” proposal.”

Motorsport Games Inc. shareholders approved Approval of issuance of 21,394 restricted shares to Frank Sagnier as partial consideration for services pursuant to Consultancy Agreement at the 2023-06-08 meeting.

“Based on the voting results set forth below, at the 2023 Annual Meeting the Company’s stockholders duly approved the issuance by the Company of 21,394 restricted shares of the Company Class A common st0ock to Frank Sagnier as partial consideration for services to the Company pursuant to the Consultancy Agreement effective as of February 1, 2023, as required by and in accordance with NASDAQ Listing Rule 5635: Votes Against Abstentions Broker Non-Votes 8,516,325 43,509 867 429,614”

Motorsport Games Inc. shareholders approved Election of Class I directors at the 2023-06-08 meeting.

“Based on the voting results set forth below, at the 2023 Annual Meeting the Company’s stockholders duly elected each of the following Class I director nominees to serve for a 2-year term expiring as of the Company’s annual stockholders’ meeting to be held in 2025: Director Nominee Votes Withheld Broker Non-Votes Andrew P. Jacobson 8,556,561 4,137 429,614 Navtej Singh Sunner 8,529,792 30,906 429,614”

Motorsport Games Inc. reported first fiscal quarter ended March 31, 2023 results: revenue $1.7 million, net income $5.3 million, EPS $2.33 per share.

“The Company reported a net loss for the first quarter of 2023 (“2023”) of $5.3 million, or $2.33 per share, compared to a net loss of $16.0 million, or $12.97, for the first quarter of 2022 (“2022”). The Company also reported an Adjusted EBITDA loss for 2023 of $4.3 million, compared to an Adjusted EBITDA loss of $5.6 million for the same period in the prior year. The Company benefited from no impairment losses in 2023, compared to $9.3 million of impairment losses in 2022, with the remaining $1.4 million reduction in net loss primarily due to reduced external marketing spend and lower payroll costs in 2023 when compared to 2022, as a result of the actions taken under the Company’s previously announced 2022 Restructuring Program. Revenue for 2023 was $1.7 million compared to $3.3 million for the same period in the prior year, a reduction of $1.6 million, or 48%. The Company experienced less favorable pricing and lower volume of digital sales in its existing product portfolio, as well a”

Stephen Hood was appointed as Chief Executive Officer and President at Motorsport Games Inc..

“the board of directors of the Company appointed Stephen Hood as the Company’s new CEO and President effective April 19, 2023.”

Motorsport Games Inc. reported the twelve months ended December 31, 2022 results: revenue $10.3 million, net income $36.8 million, EPS $30.73 per share.

“Revenue for the full year 2022 was $10.3 million compared to $15.1 million for the same period in the prior year, a reduction of $4.8 million, or 31.5%.”

Motorsport Games Inc. reported the three months ended December 31, 2022 results: revenue $3.8 million, net income $4.8 million, EPS $4.17 per share.

“Revenue for the fourth quarter of 2022 was $3.8 million compared to $8.2 million for the same period in the prior year, a reduction of $4.4 million, or 54%.”

Jason Potter was appointed as Chief Financial Officer at Motorsport Games Inc..

“immediately thereafter, effective March 20, 2023, Jason Potter was appointed as the Company’s Chief Financial Officer, as well as the Company’s Principal Financial Officer and Principal Accounting Officer.”

Dmitry Kozko resigned as Interim Chief Financial Officer at Motorsport Games Inc..

“Effective March 20, 2023, Dmitry Kozko, the Company’s Chief Executive Officer and Interim Chief Financial Officer, resigned as Company’s Interim Chief Financial Officer”

Motorsport Games Inc. entered into Purchase Agreement with the Purchasers valued at approximately $4.03 million (effective 2023-02-03).

“On February 3, 2023, Motorsport Games Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers listed on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 232,188 shares (the “Registered Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”) for a purchase price of $17.39 per Registered Share.”

Motorsport Games Inc. entered into Purchase Agreement with the Purchasers valued at approximately $3.39 million (effective 2023-02-02).

“On February 2, 2023, Motorsport Games Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers listed on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 144,366 shares (the “Registered Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”) for a purchase price of $23.50 per Registered Share. The Company expects to receive aggregate gross proceeds from the Offering of approximately $3.39 million, before deducting placement agent fees and other offering expenses.”

Motorsport Games Inc. entered into Exchange Agreement with Motorsport Network, LLC valued at $2,948,565.99 (effective 2023-02-01).

“On February 1, 2023, the Company entered into a debt-for-equity exchange agreement (the “Exchange Agreement”) with Motorsport Network, LLC (“Motorsport Network”) whereby the Company issued to Motorsport Network 441,402 shares of Class A Common Stock (the “Acquired Shares”), which amount represents the aggregate number of shares of Class A Common Stock equal to $2,948,565.99 (the “Discharged Debt”), representing the Company’s remaining debt outstanding (including the principal and not yet paid interest thereon) under that certain promissory note dated April 1, 2020, as amended on November 23, 2020 (as amended, the “Line of Credit”), held by Motorsport Network, divided by $6.68, which is the lower of: (i) the Nasdaq Official Closing Price of the Class A Common Stock immediately preceding the signing of the Exchange Agreement, or (ii) the average Nasdaq Official Closing Price of the Class A Common Stock for the five trading days immediately preceding the signing of the Exchange Agreement.”