MSGM

Business Context and Reporting Period

This Form 8-K Current Report from Motorsport Games Inc. covers the event date of April 23, 2026. The filing reports on the outcome of the Company's 2026 Annual Meeting of Stockholders held on that date.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure events rather than operational financial performance.

Material Changes

The primary material change reported is the stockholder approval of the exercise of warrants issued on July 29, 2024. As of April 23, 2026, these warrants became exercisable. The specific warrant details are:

• Total Shares: Up to 949,310 shares of Class A Common Stock.
• Series A Warrants: 460,830 shares at an exercise price of $2.17 per share.
• Series B Warrants: 460,830 shares at an exercise price of $2.17 per share.
• Placement Agent Warrants: 27,650 shares at an exercise price of $2.17125 per share.

Outlook, Risks, and Unusual Items

Expiration Dates:

• Series A Warrants expire on October 23, 2031 (5.5 years from approval).
• Series B Warrants expire on October 25, 2027 (18 months from approval).

Material Agreement: Holders of the Purchase Warrants agreed that the Company's repurchase of shares from Driven Lifestyle Group LLC will not constitute a "Fundamental Transaction" under the warrant terms.

Investor Verification Checklist

• Verify the current market price of Class A Common Stock (MSGM) relative to the $2.17 exercise price to assess immediate dilution risk.
• Confirm the total number of outstanding shares post-exercise to calculate potential dilution impact.
• Review the terms of the share repurchase from Driven Lifestyle Group LLC to understand the capital allocation strategy.
• Monitor the Company's cash position to determine if it has sufficient liquidity to support potential warrant exercises.