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): November 8, 2023
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 1.02 Termination of a Material Definitive Agreement.
On November 8, 2023, INDYCAR, LLC (“INDYCAR LLC”) delivered a notice to Motorsport Games Inc. (the “Company”) to terminate the two license agreements, each dated July 13, 2021, by and between INDYCAR LLC and the Company (collectively, the “INDYCAR License Agreements”), effective immediately. Pursuant to the INDYCAR License Agreements, INDYCAR LLC had granted the Company licenses to use certain licensed intellectual property for motorsports and/or racing video gaming products and esports events related to, themed as, or containing the INDYCAR racing series. INDYCAR LLC stated that its decision to terminate the INDYCAR License Agreements was due to the Company’s alleged failure to satisfy certain of its obligations under the INDYCAR License Agreements, including making INDYCAR racing series video gaming products available in the United States and facilitating a minimum number of INDYCAR racing series esports events, in each case, as specified in the applicable INDYCAR License Agreement. The Company is evaluating the validity of INDYCAR LLC’s notice of termination, including demands for certain payments under the INDYCAR License Agreements, as well as the Company’s options under the INDYCAR License Agreements.
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: November 14, 2023 | By: | /s/ Stephen Hood |
| | | Stephen Hood |
| | | Chief Executive Officer and President |
