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): ~~February~~March 2010, 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 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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~February~~March 2010, 2026, Motorsport Games Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~business~~press ~~loan~~release ~~agreement~~announcing ~~(the~~its ~~“Credit~~financial ~~Agreement”)~~results for the quarter ~~with~~ending ~~Citibank~~December 31, ~~N.A.~~2025 ~~(“Citibank”),~~and ~~pursuant~~full-year to2025. ~~which~~A ~~Citibank~~copy ~~provided~~of the ~~Company~~Press ~~with~~Release ais ~~revolving~~furnished ~~line~~as ofExhibit ~~credit~~99.1 ofto upthis ~~to $3~~report.0 ~~million~~The atPress anRelease is ~~interest~~deemed ~~rate~~to ~~equal~~be “furnished” to the ~~Adjusted~~U.S. ~~Term~~Securities ~~SOFR~~and ~~(as~~Exchange ~~defined~~Commission in (the ~~Credit Agreement~~“SEC”) ~~plus~~and ~~2.250%,~~shall ~~subject~~not tobe ~~increase~~deemed ~~upon~~to anbe ~~event~~“filed” offor ~~default.~~purposes ~~The~~of ~~Adjusted~~Section ~~Term~~18 ~~SOFR has a floor~~ of ~~0.75%.~~the ~~The~~Exchange ~~revolving~~Act ~~line~~ of ~~credit~~1934, isas ~~evidenced~~amended ~~by a promissory note~~ (the “~~Promissory~~Exchange ~~Note~~Act”), ~~that~~or ~~the~~otherwise subject ~~Company~~to ~~issued~~the toliabilities ~~Citibank~~of inthat ~~the~~section. ~~principal~~The ~~amount~~Press ofRelease upshall tonot ~~$3.0~~be ~~million.~~deemed ~~The~~to ~~Promissory Note~~be ~~has~~incorporated aby ~~stated~~reference ~~maturity~~into ~~date~~any of ~~February~~the ~~20,~~Company’s filings ~~2027.~~under ~~The~~the ~~Company~~Securities ~~also~~Act ~~entered~~of ~~into~~1933, aas ~~commercial~~amended ~~security~~(the ~~agreement~~“Securities ~~pursuant~~Act”) toor ~~which~~ the ~~Company~~Exchange ~~granted~~Act, ~~Citibank~~except aas ~~lien~~expressly onset forth ~~substantially~~by ~~all~~specific ofreference ~~the~~in ~~Company’s~~such ~~assets~~a filing.

~~The~~Item Credit Agreement includes certain affirmative covenants related to conducting the Company’s business and maintaining certain levels of cash flow and fixed charges, including a requirement to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) in excess of 17.~~200~~01 toRegulation ~~1.000~~FD ~~and a Cash Flow Leverage Ratio (as such term is defined in the Credit Agreement) not in excess of 2~~Disclosure.~~500 to 1.000. The Credit Agreement also contains negative covenants including prohibitions on the creation or existence of any liens or security interests on the Company’s assets.~~

~~The~~On ~~Credit~~March ~~Agreement~~10, ~~also~~2026, ~~contains~~the ~~events~~Company ofposted ~~default,~~on ~~including~~its ~~failure~~website topresentation ~~make~~materials ~~payments~~related ~~under~~to the ~~Note~~Company’s orfinancial ~~any~~results ~~related~~for ~~documents,~~its ~~failure~~fiscal toquarter ~~comply~~ending ~~with~~December ~~covenants~~31, ~~obligations~~2025 orand ~~conditions~~year ~~contained~~ended inDecember ~~the~~31, ~~Note~~2025 or(the ~~any~~“Presentation”). ~~related~~A ~~document,~~copy ~~defaults~~of ~~under~~the ~~other~~Presentation ~~loans,~~is ~~extension~~attached ofto ~~credit~~this orForm ~~security~~8-K ~~agreement~~as Exhibit 99.2 and ~~any~~it ~~change~~is inincorporated ~~the~~by ~~Company’s~~reference ~~ownership~~into ofthis ~~twenty~~Item ~~five~~7.01. ~~percent~~These ~~(25%)~~materials may be amended or ~~more~~updated ofat any time and from time to time through another Current Report on Form 8-K, a later Company filing, a later posting on the Company’s ~~common~~website ~~stock~~or other applicable means. The ~~occurrence~~Presentation is deemed to be “furnished” to the SEC and it shall not be deemed to be “filed” for purposes of anSection ~~event~~18 of ~~default~~the ~~can~~Exchange ~~result~~Act, inor otherwise subject to the ~~exercise~~liabilities of ~~remedies~~that ~~including~~section. anThe ~~increase~~Presentation shall innot ~~the~~be ~~applicable~~deemed ~~rate of~~to ~~interest~~be incorporated by ~~3.00%~~reference ~~and~~into ~~declaration~~any ~~that~~of ~~all~~the ~~outstanding~~Company’s ~~amounts~~filings ~~owed~~ under the ~~Promissory~~Securities ~~Note~~Act ~~immediately~~or ~~become~~the ~~due~~Exchange Act, ~~and~~except ~~payable.~~as may be expressly set forth by specific reference in any such filing

The foregoing descriptions of the Credit Agreement and the Promissory Note are qualified in their entirety by reference to the full text of such agreements, forms or copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	10.1	Business Loan Agreement, dated February 20, 2026, by and between Motorsport Games Inc. and Citibank, N.A.
	99.1	Press Release dated March 10, 2026
	10.2	Promissory Note, dated February 20, 2026, in favor of Citibank, N.A.
	99.2	Motorsport Games Inc. Presentation
	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: February 25, 2026	By:	/s/ Stephen Hood
Date: March 10, 2026	By:	/s/ Stephen Hood
		Stephen Hood
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release dated March 10, 2026
99.2		Motorsport Games Inc. Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filing Compare · Motorsport Games Inc.