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): December 23, 2022
Motorsport Games Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39868 | | 86-1791356 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
5972 NE 4th Avenue Miami, FL | | 33137 |
| (Address of principal executive offices) | | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share | | MSGM | | The Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
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 December 23, 2022, Motorsport Games Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with Andrew P. Jacobson, 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 December 23, 2022, Andrew P. Jacobson 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. Jacobson 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. Jacobson 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 industries, as well as a member of the Board’s Compensation Committee and Nominating and Governance Committee.
As a member of the Company’s Board of Directors and each of the Audit Committee, Compensation Committee and Nominating and Governance Committee, Mr. Jacobson 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.
(d) 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.
| | Motorsport Games Inc. |
| | | |
| Date: December 23, 2022 | By: | /s/ Dmitry Kozko |
| | | Dmitry Kozko |
| | | Chief Executive Officer and Interim Chief Financial Officer |
EXHIBIT INDEX
