MSGM Motorsport Games Inc. - 8-K

Item
1.01. Entry into a Material Definitive Agreement.

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. Pursuant to Section 1 of Article V of the Company’s Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), upon the repurchase of the Class A Shares, all shares of the Company’s
Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”) held by Driven Lifestyle shall be cancelled.

Pursuant
to the Agreement Driven Lifestyle executed an irrevocable written consent (the “Stockholder Consent”) in its capacity as
the holder of at least two thirds of the voting power of the Class A Common Stock and Class B Common Stock, voting together as a single
class, approving a Certificate of Amendment (the “Charter Amendment”) to the Certificate of Incorporation and Amendment No.
2 (the “Bylaws Amendment”) to the Company’s Bylaws, as amended (the “Bylaws”). The Charter Amendment provides
as follows:

●

Section
A of Article IX of the Certificate of Incorporation shall be amended to provide that the
Company reserves the right to amend, alter, change or repeal any provision contained in the
Certificate of Incorporation in the manner now or hereafter prescribed in the Certificate
of Incorporation, and by the laws of the State of Delaware, and all rights conferred upon
stockholders in the Certificate of Incorporation, as so amended, are granted subject to this
reservation, which consent shall be reasonably satisfactory to the Company.

●

Section
B of Article IX of the Certificate of Incorporation shall be 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Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors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 capital stock of the Company
entitled to vote generally in the election of directors, which consent shall be reasonably
satisfactory to the Company; and

●

Section
C of Article VII of the Certificate of Incorporation shall be amended to provide that any
action required or permitted to be taken by the stockholders of the Company 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, which consent shall be reasonably
satisfactory to the Company.

The
Bylaws Amendment provides as follows:

●

Section
6.07 of the Bylaws shall be 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, which consent shall be reasonably satisfactory to the Company;
and

●

Section
2.07 of the Bylaws shall be 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.

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The
Agreement also provides that the Company shall file an Information Statement on Schedule 14C (the “Information Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the approval of the Charter Amendment and the Bylaws
Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the approval of the Charter Amendment and the Bylaws Amendment may
not take effect before a date which is 20 calendar days after a Definitive Information Statement is first provided to stockholders.

The
transactions contemplated in the Agreement were subject to customary closing conditions. The Company further agreed not to take or effect
any of the corporate actions approved by the Stockholder Consent prior to the later of: (i) the next business day following the closing
or (ii) after all requisite waiting periods for taking such corporate actions under SEC rules and regulations have passed.

The
foregoing descriptions of the Agreement, the Charter Amendment, and the Bylaws Amendment do not purport to be complete and are qualified
in its entirety by reference to each such document, copies or forms of which are filed as Exhibit 10.1, 3.1, and 3.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.

Item
2.01. Completion of Acquisition or Disposition of Assets.

The
disclosures set forth above under Item 1.01 relating to the repurchase of the Class A Shares are incorporated by reference herein.

Item
3.03. Material Modification to Rights of Security Holders.

The
disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference
herein.

Item 5.01 Changes in Control of Registrant.

The disclosures set forth above under Item
1.01 relating to the repurchase of the Class A Shares and the cancellation of the shares of Class B Common Stock are incorporated
by reference herein. Prior to the closing of the transactions contemplated in the Agreement, Driven Lifestyle controlled more than a
majority of our issued and outstanding voting shares. After such closing, Driven Lifestyle holds 6.10% of the total voting power of our
outstanding common stock by virtue of beneficially owning 254,453 shares, or 6.10%, of our Class A Common Stock and zero shares
of our Class B Common Stock. After such closing, Sharp Arrow Global Tech Ventures L.P., which was previously our second-largest
stockholder, holds 32.15% of the total voting power of our outstanding common stock by virtue of beneficially owning 1,463,637 shares
(including 377,836 shares underlying a pre-funded warrant currently exercisable), or 32.15%, of our Class A Common Stock.

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

At
the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting “), the Company’s stockholders approved
an Amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2021 Equity Incentive Plan (the “Plan”)
to increase the number of shares of Class A Common Stock that the Company will have authority to grant under the plan from 100,000 to
600,000. A description of the Plan is set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting, as filed
with the SEC on March 16, 2026 (the “Proxy Statement”), in the section entitled “Proposal No. 2—The Incentive
Plan Increase Proposal,” which is incorporated herein by reference. The description is qualified in its entirety by reference to
the full text of the Plan Amendment, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated
herein by reference.

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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The
disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference
herein.

Item
5.07. Submission of Matters to a Vote of Security Holders.

Action
by Written Consent

On
April 22, 2025, Driven Lifestyle delivered to the Company the Stockholder Consent in its capacity as the holder of at least two thirds
of the voting power of the Class A Common Stock and Class B Common Stock, voting together as a single class, approving the Charter Amendment
and the Bylaws Amendment (the “Approved Matters”). Because the Stockholder Consent is sufficient to satisfy the stockholder
vote requirement under the Delaware General Corporation Law (the “DGCL”) for the approval of the Approved Matters, no additional
stockholder vote will be needed for their approval. Consequently, the Company will not be soliciting proxies or holding a meeting of
stockholders to consider the Approved Matters.

Pursuant
to Section 228 of the DGCL, Section 2.07 of the Bylaws, and Section 14(c) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, including Regulation 14C, the Information Statement will be filed with the SEC and sent or given
to the stockholders of the Company to provide prompt notice of the taking of a corporate action by written consent of stockholders to
the Company’s stockholders who have not consented in writing to such action.

Annual
Meeting

On
April 23, 2026, the Company held the Annual Meeting which had been adjourned from April 17, 2026 due to lack of quorum, at which the
Company’s stockholders were asked to consider and vote on five proposals, each of which is listed below and described in more detail
in the Proxy Statement. With respect to each proposal, holders of Class A Common Stock were entitled to cast one vote per share held
as of the close of business on February 27, 2026 (the “Record Date”) and holders of Class B Common Stock were entitled to
cast ten votes per share held as of the close of business on the Record Date. On the Record Date there were 5,078,450 shares of Class
A Common Stock and 700,000 shares of Class B Common Stock issued and outstanding and entitled to vote at the 2026 Annual Meeting.

The
following are the final results of voting on each of the proposals presented at the Annual Meeting:

Proposal
No. 1: Election of Class I Directors.

The
Company’s stockholders elected each of John Delta and Guoquan (Paul) Huang.

Nominee

Votes
For

Votes
Withheld

Broker
Non-Votes

John
Delta

9,051,977

35,668

865,619

Guoquan
(Paul) Huang

9,072,843

14,802

865,619

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Proposal
No. 2: Amendment to the Incentive Plan

The
Company’s stockholders approved the Plan Amendment.

Votes
For

Votes
Against

Abstentions

Broker
Non-Votes

9,022,451

59,200

5,994

865,619

Proposal
No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The
Company’s stockholders ratified the selection of Grassi & Co. CPAs, P.C. as the Company’s independent registered public
accounting firm for the year ending December 31, 2026.

Votes
For

Votes
Against

Abstentions

Broker
Non-Votes

9,948,319

2,915

2,030

-

Proposal
No. 4: Issuance of Shares of Common Stock Upon Exercise of Warrants

The
Company’s stockholders approved the exercise of the warrants issued by the Company on July 29, 2024 to purchase up to an aggregate
of 949,310 shares of Class A Common Stock, under applicable rules and regulations of the Nasdaq Stock Market LLC.

Votes
For

Votes
Against

Abstentions

Broker
Non-Votes

9,849,974

53,973

183,698

865,619

Proposal
No. 5: Adjournment of the 2026 Annual Meeting

The
Company’s stockholders approved the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
Proposal No. 4.

Votes
For

Votes
Against

Abstentions

Broker
Non-Votes

9,027,835

57,982

1,828

865,619

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Number

Exhibit
Description

3.1

Form
of Certificate of Amendment to the Certificate of Incorporation, as amended, of Motorsport Games Inc.

3.2

Form
of Amendment No. 2 to the Bylaws of Motorsport Games Inc.

10.1

Share Repurchase Agreement, dated April 22, 2026, by and between Motorsport Games Inc. and Driven Lifestyle Group LLC

10.2

Amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan

104

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