Motorsport Games Inc. 8-K

What Happened

• Motorsport Games Inc. announced a share repurchase agreement dated April 22, 2026 under which the company bought 904,395 shares of its Class A common stock from Driven Lifestyle Group LLC at $4.11 per share (total ≈ $3,717,063.45). Under the company’s charter, the repurchase triggers cancellation of all Class B shares held by Driven Lifestyle.
• Driven Lifestyle delivered an irrevocable stockholder consent approving proposed amendments to the Certificate of Incorporation and the Bylaws that (a) limit stockholder action by written consent (requiring actions to be taken at a meeting), and (b) confirm that the Board or a simple majority of outstanding voting shares can adopt or amend bylaws. The company will file a Definitive Information Statement on Schedule 14C; the approved amendments cannot take effect until required waiting periods (including the Rule 14c-2 20-calendar-day period) expire.

Key Details

• Shares repurchased: 904,395 Class A shares at $4.11 per share (≈ $3,717,063.45).
• Corporate governance changes: stockholder written consents will no longer be permitted; bylaw amendments may be made by the Board or a simple majority of outstanding voting stock.
• Equity plan increase: At the April 23, 2026 annual meeting, shareholders approved increasing the 2021 Equity Incentive Plan authorization from 100,000 to 600,000 Class A shares (net increase 500,000 shares).
• Annual meeting outcomes: Directors John Delta and Guoquan (Paul) Huang were elected; Grassi & Co. CPAs, P.C. was ratified as the independent auditor; shareholders approved potential issuance of up to 949,310 Class A shares on exercise of certain warrants.

Why It Matters

• Governance: The charter and bylaw changes make it harder for stockholders to act by written consent and centralize amendment authority with the Board or a majority vote at meetings — a material change to how investors can press corporate actions.
• Ownership and voting: The repurchase and cancellation of Driven Lifestyle’s Class B shares reduce that holder’s high‑voting share position, which could change the company’s voting dynamics (filing does not state the exact number of Class B shares cancelled).
• Potential dilution: The approved increase to the equity incentive plan (to 600,000 shares) and shareholder approval related to warrant exercises (up to 949,310 shares) are items investors should monitor for future dilution to existing holders.
• Timing and next steps: The company will file the required Schedule 14C information statement and will not effect the approved corporate actions until the applicable waiting periods expire.