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): January 12, 2023

Motorsport Games Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (305) 507-8799

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry Into a Material Definitive Agreement

On January 12, 2023, Motorsport Games Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with Navtej Singh Sunner, the director of the Company (the “Indemnified Party”). The Indemnification Agreement is in furtherance of the indemnification provisions contained in the Company’s Certificate of Incorporation and requires the Company to indemnify the Indemnified Party under the circumstances and to the extent provided for in the Indemnification Agreement, to the fullest extent permitted under Delaware law.

The Indemnification Agreement provides for indemnification against expenses such as attorneys’ fees, judgments, fines and settlement amounts and also the mandatory advancement and reimbursement of certain reasonable expenses, subject to limited exceptions, in each case incurred by the Indemnified Party in various legal proceedings arising out of such person’s services as a director of the Company. The Indemnification Agreement also outlines procedures for requesting and obtaining the payment of such expenses.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 12, 2023, Navtej Singh Sunner was appointed to the Company’s Board of Directors to fill the vacancy from prior independent directors’ resignation. The Board of Directors determined that Mr. Sunner qualifies as an independent director for purposes of the rules and regulations under the Securities Exchange Act of 1934, as amended, and under the applicable NASDAQ listing standards. The Board of Directors determined that Mr. Sunner qualifies to be a Director of the Company and to serve as a member of the Board’s Audit Committee in light of his experience in the finance and accounting matters in his capacity as a CEO of Navatron Limited, as well as a member of the Board’s Compensation Committee and as Chairman of the Board’s Nominating and Governance Committee (replacing Mr John Delta, the prior Chairman of the Board’s Nominating and Governance Committee). Mr. Delta will continue serving as a member of the Board’s Nominating and Governance Committee.

As a member of the Company’s Board of Directors and each of the Audit Committee and Compensation Committee and as Chairman of Nominating and Governance Committee, Mr. Sunner will receive such compensation as disclosed in the “Director Compensation” section of the Company’s Definitive Proxy Statement filed with the SEC on April 27, 2022.

Item 9.01 Financial Statements and Exhibits.

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.

EXHIBIT INDEX