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): April 25, 2025

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 5.07. Submission of Matters to a Vote of Security Holders.

On April 25, 2025, Motorsport Games Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), at which the Company’s stockholders were asked to consider and vote on five proposals, each of which is listed below and described in more detail in the Company’s definitive proxy statement for the 2025 Annual Meeting, as filed with the SEC on March 21, 2025, as supplemented on April 17, 2025. With respect to each proposal, holders of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) were entitled to cast one vote per share held as of the close of business on March 11, 2025 (the “Record Date”) and holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), were entitled to cast ten votes per share held as of the close of business on the Record Date. On the Record Date there were 3,183,558 shares of Class A common stock and 700,000 shares of Class B common stock issued and outstanding and entitled to vote at the 2025 Annual Meeting.

The following are the final results of voting on each of the proposals presented at the 2025 Annual Meeting:

Proposal No. 1: Election of Class I Directors.

The Company’s stockholders elected each of Andrew P. Jacobson and Navtej Singh Sunner.

Proposal No. 2: Amendment to the Incentive Plan

The Company’s stockholders did not approve an Amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan (the “Incentive Plan”) to increase the number of shares of Class A common stock available for award under the Incentive Plan by 200,000 shares from 100,000 shares to 300,000 shares.

Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Grassi & Co. CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Proposal No. 4: Issuance of Shares of Common Stock Upon Exercise of Warrants

The Company’s stockholders did not approve the exercise of the warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of Class A common stock under applicable rules and regulations of the Nasdaq Stock Market LLC.

Proposal No. 5: Adjournment of the 2025 Annual Meeting

The Company’s stockholders approved the adjournment of the 2025 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there should be insufficient votes for, or otherwise in connection with, the approval of Proposal No. 4. However, a decision was made not to adjourn the 2025 Annual Meeting to a later date.

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.