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Motorsport Games Inc.

04/23/2026 | Press release | Distributed by Public on 04/23/2026 15:12

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On April 22, 2026, Motorsport Games Inc. (the "Company") entered into a Share Repurchase Agreement (the "Agreement") with Driven Lifestyle Group LLC, a Florida limited liability company ("Driven Lifestyle"), pursuant to which the Company purchased 904,395 shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") held by Driven Lifestyle (the "Class A Shares"). The Agreement provides for the Shares to be purchased at a price of $4.11, which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding the signing of the Agreement. Pursuant to Section 1 of Article V of the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), upon the repurchase of the Class A Shares, all shares of the Company's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") held by Driven Lifestyle shall be cancelled.

Pursuant to the Agreement Driven Lifestyle executed an irrevocable written consent (the "Stockholder Consent") in its capacity as the holder of at least two thirds of the voting power of the Class A Common Stock and Class B Common Stock, voting together as a single class, approving a Certificate of Amendment (the "Charter Amendment") to the Certificate of Incorporation and Amendment No. 2 (the "Bylaws Amendment") to the Company's Bylaws, as amended (the "Bylaws"). The Charter Amendment provides as follows:

	●	Section A of Article IX of the Certificate of Incorporation shall be amended to provide that the Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed in the Certificate of Incorporation, and by the laws of the State of Delaware, and all rights conferred upon stockholders in the Certificate of Incorporation, as so amended, are granted subject to this reservation, which consent shall be reasonably satisfactory to the Company.

	●	Section B of Article IX of the Certificate of Incorporation shall be amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, which consent shall be reasonably satisfactory to the Company; and

	●	Section C of Article VII of the Certificate of Incorporation shall be amended to provide that any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders, which consent shall be reasonably satisfactory to the Company.

The Bylaws Amendment provides as follows:

	●	Section 6.07 of the Bylaws shall be amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the Company's capital stock entitled to vote generally in the election of directors, which consent shall be reasonably satisfactory to the Company; and

	●	Section 2.07 of the Bylaws shall be amended to provide that any action required or permitted to be taken by the Company's stockholders must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders.

Motorsport Games Inc. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 23, 2026 at 21:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]