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$MSGM·8-K

Motorsport Games Inc. · May 26, 4:05 PM ET

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Motorsport Games Inc. 8-K

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Motorsport Games Inc. Amends Charter and Bylaws; Bars Written Stockholder Consents

What Happened
Motorsport Games Inc. filed an 8-K on May 26, 2026 disclosing a Certificate of Amendment to its Certificate of Incorporation (filed May 22, 2026, effective May 24, 2026) and Amendment No. 2 to its Bylaws (effective May 24, 2026). These amendments follow an irrevocable written consent delivered April 22, 2025 by holders of at least two-thirds of the voting power and a Definitive Information Statement filed May 4, 2026. The changes: reserve the company’s right to amend the certificate, allow the board or a simple majority of outstanding voting shares to adopt or amend bylaws, and require that any stockholder action be taken only at a duly called annual or special meeting — eliminating stockholder action by written consent.

Key Details

  • April 22, 2025: holders with at least two-thirds of voting power delivered the irrevocable consent approving the amendments.
  • May 4, 2026: Definitive Information Statement filed; per Rule 14c-2 the amendments could not take effect before May 24, 2026.
  • May 22, 2026: Certificate of Amendment filed with Delaware Secretary of State (effective May 24, 2026); Bylaws Amendment deemed effective May 24, 2026.
  • Specific changes: amendments to Article IX (Sections A & B) and Article VII (Section C) of the Certificate of Incorporation; Bylaws Sections 6.07 and 2.07 updated to permit board or simple-majority changes and to bar written stockholder consents.

Why It Matters
These amendments change how corporate governance actions can be taken: shareholders can no longer act by written consent and must use in-person or virtual annual/special meetings to effect actions, while the board gains explicit authority to alter bylaws (or changes can be made by a simple majority of outstanding voting stock). For investors, this affects the mechanics of shareholder-driven proposals or rapid changes proposed outside formal meetings — a governance change that can influence how quickly and easily shareholders can pursue corporate actions. The filing does not report financial results or changes to economic rights of the shares.