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): ~~August~~October 2924, 2025

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, FL		33027
3350 SW 148th Avenue Suite 207 Miramar, FL		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 ☒

If 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 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnMotorsport ~~August~~Games ~~29,~~Inc. ~~2025, the Compensation Committee~~ (the “~~Compensation Committee~~Company”) ofheld ~~the~~a ~~Board~~Special Meeting of ~~Directors~~Stockholders ~~(the~~on ~~“Board” or~~October 24, 2025 (the “~~Board~~Special ~~of Directors~~Meeting”), at ~~and~~which the ~~Board~~Company’s ofstockholders ~~Motorsport~~voted ~~Games~~on ~~Inc.~~two proposals (the “~~Company~~Proposals”) ~~held~~and ~~separate~~cast ~~meetings~~their ~~to discuss~~votes ~~and~~as ~~ultimately~~described ~~approve~~below. These ~~certain~~Proposals ~~updates~~are todescribed ~~the~~in ~~compensation~~detail ofin the ~~executive~~Company’s ~~officers~~definitive ~~(the~~proxy ~~“Executives”)~~statement ofon ~~the~~Schedule ~~Company (Stephen~~14A ~~Hood,~~for the ~~Chief~~Special ~~Executive Officer~~Meeting, ~~and~~which was ~~Stanley~~filed ~~Beckley,~~with the ~~Chief~~Securities ~~Financial~~and ~~Officer~~Exchange ~~(by~~Commission ~~teleconference)~~on ~~and~~September ~~the~~9, ~~members~~2025 of (the ~~Board~~ of“Definitive ~~Directors~~Proxy Statement”). The ~~Compensation~~matters voted ~~Committee~~upon ~~met~~at ~~and recommended that~~ the ~~Board~~Company’s ~~approve~~Special ~~the~~Meeting ~~changes~~and to the ~~compensation~~results of ~~the~~such ~~Executives and~~voting ~~the~~are ~~Board~~set ~~described~~forth ~~in this Current Report on Form 8-K~~below.

ToAt ~~assist~~ the ~~Compensation~~Special ~~Committee in making these compensation recommendations to the Board~~Meeting, the Compensation Committee retained Alliant Human Capital (“Alliant”), a leading compensation consulting firm. Alliant provided the Compensation Committee and the Board with a written report that provided a review of relevant Company’s ~~peers~~stockholders inwere ~~order~~asked to ~~inform~~vote ~~the~~on ~~Board and~~ the ~~Compensation~~following ~~Committee regarding~~two ~~market~~(2) positioning in both executive and director compensation at peer group companies, such that the Board and Compensation Committee would have insight regarding market-competitive reward levels and structures, while understanding what may also be consistent with compensation that is considered “best practice.”Proposals:

InProposal ~~addition,~~1: noApproval ~~equity~~of ~~awards~~the ~~were~~exercise ~~granted~~of towarrants ~~the~~issued ~~Executives~~by or the ~~Board~~Company inon ~~2024~~July or29, ~~2025~~2024 into ~~light~~purchase ofup ~~the~~to ~~fact~~an ~~that~~aggregate ~~equity~~of ~~awards~~949,310 ~~are not~~shares ~~available~~of ~~at this time due to~~ the Company’s ~~inability~~Class toA ~~obtain~~common ~~stockholder~~stock, ~~approval~~par tovalue ~~increase~~$0.0001 ~~the~~per ~~number~~share of(the ~~shares of~~ “Class A common stock”), ~~that~~under ~~may~~applicable berules and ~~issued~~regulations asof ~~awards~~the ~~under~~Nasdaq ~~the~~Stock ~~Company’s~~Market ~~2021~~LLC. ~~Equity~~This ~~Incentive~~proposal ~~Plan~~is (referred to as the “~~Incentive~~Warrant ~~Plan~~Exercise Proposal”).

~~Executive~~The ~~Officers~~Company’s stockholders did not approve the Warrant Exercise Proposal based on the votes below:

Based on the foregoing and other factors, the Compensation Committee recommended, and the Board approved, the following compensation for the Executives: (1) effective September 1, 2025, the Chief Executive Officer’s annual base salary was increased to $485,000, and the Chief Financial Officer’s annual base salary was increased to $300,000; and (2) a catch-up bonus for 2024, will be paid in September 2025, to the Chief Executive Officer in the amount of $50,000 and to the Chief Financial Officer in the amount of $30,000. In addition, the Compensation Committee recommended, and the Board approved, four key metrics that must be met in order for the Executives to receive an annual bonus for 2025, with each metric accounting for 25% of any potential bonus. The 2025 annual bonus (if any) will be paid in cash in the first fiscal quarter of 2026 and was set at 50% of the Chief Executive Officer’s annual base salary and 20% of the Chief Financial Officer’s annual base salary.

Votes For		Votes Against		Abstentions		Broker Non-Votes
136,285		8,498,874		7,430		-

~~Board~~Proposal 2: Approval of ~~Directors~~a proposal to adjourn the Special 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 the Warrant Exercise Proposal. This proposal is referred to as the “Adjournment Proposal”.

~~Based~~The onCompany’s ~~the~~stockholders ~~foregoing~~did ~~and~~not ~~other~~approve ~~factors,~~ the ~~Compensation~~Adjournment ~~Committee~~Proposal ~~recommended,~~based ~~and~~on the ~~Board~~votes ~~approved, the following compensation for the members of the Board of Directors (effective September 1, 2025, unless otherwise noted)~~below: (1) eliminate per-meeting Board member fees, (2) increase annual cash retainer for each Board member from $25,000 to $40,000; (3) the annual compensation for Committee Chairs will be as follows: (i) Audit Committee ($20,000); (ii) Compensation Committee ($15,000); and Nominating and Corporate Governance Committee ($10,000); (4) the annual compensation for members of each of the Committees of the Board will be: (i) Audit Committee Members ($8,000); (ii) Compensation Committee Members ($5,000); and (iii) Nominating and Corporate Governance Committee Members ($2,500); (5) the annual compensation for the Chairman of the Board will be $15,000 (effective (and pro rated) as of the date of his appointment as Chairman). All cash retainers are paid quarterly in advance.

In addition, pursuant to the Company’s existing agreement and as disclosed in the Company’s public filings, each non-employee director is entitled to receive an annual cash payment as well as an annual stock option award under the Incentive Plan to purchase such number of shares of the Company’s Class A common stock that will equal $75,000 divided by the closing trading price of the Class A common stock on the date of each such grant, which will vest one year from the date of grant. Upon the occurrence of certain corporate events, including a “Change of Control” (as defined in the Incentive Plan) of the Company, all such stock option awards will immediately vest. As stated above, no equity awards have been granted in 2024 and 2025 due to the lack of shares of Class A common stock allocated under the Incentive and the Company’s inability to obtain stockholder approval to increase the number of shares of Class A common stock that may be issued as awards under the Incentive Plan. As a result, each non-employee Director did not receive multiple, annual stock option awards under the Incentive Plan that each respective Director was entitled to receive in 2024 and 2025. The Board unanimously agreed to acknowledge and approve that the Company shall remain legally obligated to issue any prior equity compensation to each Director that was owed and not granted (or agree to pay an equivalent amount in cash or other consideration acceptable to the Director) upon a “Change of Control” (as defined in the Incentive Plan) or if a Board member ceases to serve as a Director of the Company for any reason other than for “Cause” (as defined in the Incentive Plan).

Votes For		Votes Against		Abstentions		Broker Non-Votes
145,961		8,489,078		7,550		-

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: September 5, 2025	By:	/s/ Stephen Hood
Date: October 24, 2025	By:	/s/ Stephen Hood
		Stephen Hood
		Chief Executive Officer and President

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