Motorsport Games Inc. 8-K

What Happened

• Motorsport Games Inc. filed an 8-K on April 24, 2026 reporting that at its April 23, 2026 Annual Meeting stockholders approved the exercise of warrants issued July 29, 2024. As a result the warrants became exercisable on April 23, 2026 under applicable Nasdaq rules.
• The Warrants cover up to 949,310 shares of Class A Common Stock in three tranches and include an agreement from warrant holders that the Company’s repurchase of shares from Driven Lifestyle Group LLC will not be treated as a “Fundamental Transaction” under the warrants.

Key Details

• Total potential shares: up to 949,310 Class A shares (460,830 Series A; 460,830 Series B; 27,650 placement-agent designees).
• Exercise prices: $2.17 per share for Series A and Series B; $2.17125 per share for the 27,650 placement-agent designee warrants.
• Expiration dates: Series A expire on October 23, 2031 (5.5 years after approval); Series B expire on October 25, 2027 (18 months after approval).
• If all warrants are exercised, potential gross proceeds to the company ≈ $2.06 million.

Why It Matters

• These approvals make nearly 950,000 shares potentially issuable, which represents possible dilution to existing shareholders if holders exercise the warrants.
• Exercise of the warrants would also provide Motorsport Games with cash proceeds (roughly $2.06M if all exercised), which could be used for operations, development, or other corporate needs.
• The agreement that the Driven Lifestyle Group LLC share repurchase is not a “Fundamental Transaction” under the warrants limits one class of warrant-holder protections in that specific repurchase scenario, per the filing.