MSGM / Motorsport Games Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Motorsport Games Inc.
US ˙ NasdaqCM ˙ US62011B2016

Mga Batayang Estadistika
CIK 1821175
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Motorsport Games Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 5, 2025 8-K

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): August 29, 2025 Motorsport Games In

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): August 29, 2025 Motorsport Games Inc.

August 27, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

August 13, 2025 8-K

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): August 13, 2025 Motorsport Games In

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): August 13, 2025 Motorsport Games Inc.

August 13, 2025 EX-99.1

Motorsport Games Reports Second Quarter 2025 Financial Results

Exhibit 99.1 Motorsport Games Reports Second Quarter 2025 Financial Results MIAMI, Florida –August 13, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its second quarter ended June 30, 2025. The Company has also posted the second quarter 2025 earnings slides highlighting key milestones that occurred during and subsequent to the

August 13, 2025 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport

June 12, 2025 424B3

2,272,728 Shares Class A common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287673 PROSPECTUS 2,272,728 Shares Class A common stock This prospectus relates to the resale from time to time of up to 2,272,728 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Motorsport Games Inc. by the Selling Stockholders identified in this prospectus, including their pledgees, assignees, done

June 9, 2025 CORRESP

June 9, 2025

June 9, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 6, 2025 8-K

Other Events

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): June 2, 2025 Motorsport Games Inc.

May 30, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Motorsport Games Inc.

May 30, 2025 S-3

As filed with the Securities and Exchange Commission on May 30, 2025

As filed with the Securities and Exchange Commission on May 30, 2025 Registration No.

May 9, 2025 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 9, 2025 Motorsport Games Inc.

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor

May 9, 2025 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

May 9, 2025 EX-99.1

Motorsport Games Reports First Quarter 2025 Financial Results

Exhibit 99.1 Motorsport Games Reports First Quarter 2025 Financial Results MIAMI, Florida – May 9, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its first quarter ended March 31, 2025. The Company has also posted the first quarter 2025 earnings slides highlighting key milestones that occurred during and subsequent to the peri

May 8, 2025 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b

April 28, 2025 8-K

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

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.

April 28, 2025 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted b

April 22, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 2025 Motorsport Games Inc.

April 17, 2025 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 15, 2025 Motorsport Games Inc.

April 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.

April 17, 2025 EX-99.1

Motorsport Games Regains Compliance With Nasdaq Listing Rules

Exhibit 99.1 Motorsport Games Regains Compliance With Nasdaq Listing Rules MIAMI, Florida - April 17, 2025 – Motorsport Games Inc. (“Motorsport Games” or “the Company”), the racing game developer and publisher of prominent simulation racing (or “sim racing”) titles including Le Mans Ultimate, is pleased to announce that it has regained compliance with the stockholders’ equity requirement of the Na

April 14, 2025 EX-10.1

Form of Securities Purchase Agreement, dated April 11, 2025, by and between Motorsport Games Inc. and the Purchasers signatory thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2025, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

April 14, 2025 EX-4.1

Pre-Funded Warrant, dated April 11, 2025

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 14, 2025 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 10, 2025 Motorsport Games Inc.

April 1, 2025 8-K

Other Events

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): March 27, 2025 Motorsport Games Inc.

March 21, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

March 20, 2025 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 20, 2025 Motorsport Games Inc.

March 20, 2025 EX-21.1

Subsidiaries of Motorsport Games Inc.

Exhibit 21.1 Subsidiaries of the Registrant Entity Name State or Other Jurisdiction of Incorporation or Organization 704Games Company Delaware MS Gaming Development LLC (1) Russia Motorsport Games Limited United Kingdom Racing Pro League, LLC Delaware Motorsport Games Inc. Delaware Motorsport Games Australia PTY LTD Australia Le Mans Esports Series Limited United Kingdom Studio397 B.V. Netherlands

March 20, 2025 EX-99.1

Motorsport Games Reports Fourth Quarter & Full Year 2024 Financial Results

Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2024 Financial Results MIAMI, Florida – March 20, 2025 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2024. The Company has also posted the fourth quarter and fiscal year-end 2024 earnings slides highlighting key m

March 20, 2025 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

March 20, 2025 EX-19.2

Amended and Restated Insider Trading Policy

Exhibit 19.2 Motorsport Games Inc. Amended and Restated Insider Trading Policy This Amended and Restated Insider Trading Policy (“Policy”) provides the standards of Motorsport Games Inc. (“Motorsport” or the “Company”) with respect to transactions in securities of the Company and the handling of confidential information about Motorsport and the companies with which Motorsport does business. The fe

March 20, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39868 Motorsport Gam

March 20, 2025 EX-19.1

Code of Ethics and Business Conduct

Exhibit 19.1

March 10, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

March 7, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 3, 2025 Motorsport Games Inc.

February 28, 2025 8-K

Other Events

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): February 26, 2025 Motorsport Games Inc.

February 26, 2025 EX-10.1

Settlement Agreement, dated as of February 20, 2025, between the Company and Technology In Business B.V. and Luminis International B.V.

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is entered into by and between Motorsport Games Inc., a Delaware corporation (“Purchaser”), Technology in Business B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Seller”), and Luminis International, B.V., a private company with limited liability incorporated under the laws of

February 26, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 20, 2025 Motorsport Games Inc.

February 4, 2025 EX-99.1

Motorsport Games Inc. Announces Business Updates and Preliminary 2024 Results

Exhibit 99.1 Motorsport Games Inc. Announces Business Updates and Preliminary 2024 Results MIAMI, Florida - February 4, 2025 – Motorsport Games Inc. (NASDAQ: MSGM), a racing game developer and publisher, today announced operational, financial and other business updates. Recent Highlights and Accomplishments ● Expected to generate fourth quarter 2024 revenues ranging from $1.8 million to $2.1 milli

February 4, 2025 8-K

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): February 4, 2025 Motorsport Games I

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): February 4, 2025 Motorsport Games Inc.

December 6, 2024 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 4, 2024 Motorsport Games Inc.

December 6, 2024 424B3

$100,000,000 MOTORSPORT GAMES INC. Class A Common Stock Preferred Stock Debt Securities

Filed pursuant to Rule 424(b)(3) Registration No. 333-283444 PROSPECTUS $100,000,000 MOTORSPORT GAMES INC. Class A Common Stock Preferred Stock Debt Securities Warrants Units We may, from time to time, offer and sell up to $100,000,000 of any combination of our Class A common stock, par value $0.0001 (the “Class A common stock”), preferred stock, par value $0.0001 (the “preferred stock”), debt sec

December 6, 2024 EX-16.1

Letter of Grant Thornton LLP, dated December 6, 2024

Exhibit 16.1 December 6, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Motorsport Games Inc. File No. 001-39868 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Motorsport Games Inc. dated December 6, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP Mia

December 2, 2024 CORRESP

VIA EDGAR

December 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 25, 2024 S-3

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration Statement No.

November 25, 2024 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Motorsport Games Inc.

November 25, 2024 EX-4.3

Form of Indenture

Exhibit 4.3 MOTORSPORT GAMES, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 202 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section

November 22, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 20, 2024 Motorsport Games Inc.

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39868 Motor

November 14, 2024 EX-99.1

Motorsport Games Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Motorsport Games Reports Third Quarter 2024 Financial Results MIAMI, Florida – November 14, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its third quarter ended September 30, 2024. The Company has also posted the third quarter 2024 earnings slides highlighting key milestones that occurred during and subsequent t

November 14, 2024 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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 14, 2024 Motorsport Games Inc.

November 14, 2024 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

October 25, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): October 25, 2024 Motorsport Games Inc.

October 4, 2024 EX-99.1

Motorsport Games Considering Strategic Alternatives

Exhibit 99.1 Motorsport Games Considering Strategic Alternatives MIAMI, Florida – October 4, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) is announcing that the Board of Directors has authorized management to consider strategic alternatives to maximize shareholder value, including a potential sale or merger of the Company. Management is also seeking funding tha

October 4, 2024 8-K

Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities, Other Events, Financial Statements and Exhibits

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): October 3, 2024 Motorsport Games Inc.

September 10, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

September 3, 2024 424B3

949,310 Shares Class A common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281661 PROSPECTUS 949,310 Shares Class A common stock This prospectus relates to the resale from time to time of up to 949,310 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Motorsport Games Inc. by the Selling Stockholders identified in this prospectus (the “Selling Stockholders”), including their

August 29, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

August 27, 2024 CORRESP

Motorsport Games Inc. 5972 NE 4th Avenue Miami, Florida 33137 (949) 361-1200

Motorsport Games Inc. 5972 NE 4th Avenue Miami, Florida 33137 (949) 361-1200 August 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs and Larry Spirgel Re: Motorsport Games Inc. Registration Statement on Form S-1 File No: 333-281661 Request for Acceleration of Effectiveness Ladies

August 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Motorsport Games Inc.

August 20, 2024 S-1

As filed with the Securities and Exchange Commission on August 20, 2024

As filed with the Securities and Exchange Commission on August 20, 2024 Registration No.

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport

August 9, 2024 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

August 9, 2024 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 9, 2024 Motorsport Games Inc.

August 9, 2024 EX-99.1

MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Exhibit 99.1 Motorsport Games Reports Second Quarter 2024 Financial Results MIAMI, Florida – August 9, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or “the Company”) today reported financial results for its second quarter ended June 30, 2024. The Company has also posted the second quarter 2024 earnings slides highlighting key milestones that occurred during and subsequent to the

July 29, 2024 EX-4.2

Form of Series A Common Stock Purchase Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 29, 2024 8-K

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): July 26, 2024 Motorsport Games Inc.

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): July 26, 2024 Motorsport Games Inc.

July 29, 2024 EX-10.1

Form of Securities Purchase Agreement, dated as of July 26, 2024, by and among Motorsport Games Inc. and the Purchasers named therein

Exhibit 10.1 form SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2024, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

July 29, 2024 EX-4.3

Form of Series B Common Stock Purchase Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 29, 2024 EX-4.1

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Motorsport Games Inc. Warrant Shares: 108,902 Issue Date: July 29, 2024 Initial Exercise Date: July 29, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

July 29, 2024 424B5

351,928 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 108,902 Shares of Class A Common Stock Shares of Class A Common Stock Underlying the Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 10, 2022) 351,928 Shares of Class A Common Stock Pre-Funded Warrants to Purchase 108,902 Shares of Class A Common Stock Shares of Class A Common Stock Underlying the Pre-Funded Warrants We are offering 351,928 shares (the “Shares”) of our Class A common stock, par value $0.0001 per

July 29, 2024 EX-4.4

Form of Placement Agent Warrant

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 29, 2024 EX-99.1

Motorsport Games Announces $1 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Motorsport Games Announces $1 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, July 26, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into definitive agreements for the sale and issuance of 460,830 shares of Class A common stock (or pre-funded warrants in lieu thereof) of the Comp

July 26, 2024 424B5

Canaccord Genuity The date of this prospectus supplement is July 26, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 10, 2022) This prospectus supplement amends and supplements the information in the prospectus supplement, dated March 31, 2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-262462) (the “Prior Prospectus”), relat

July 10, 2024 8-K

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): July 10, 2024 Motorsport Games Inc.

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): July 10, 2024 Motorsport Games Inc.

July 10, 2024 EX-99.1

Motorsport Games Inc. Announces Preliminary Financial Results for Q2 2024

Exhibit 99.1 Motorsport Games Inc. Announces Preliminary Financial Results for Q2 2024 MIAMI, Florida - July 10, 2024 – Motorsport Games Inc. (NASDAQ: MSGM), a racing game developer and publisher, today disclosed its preliminary financial results on an unaudited basis for the quarter ending June 30, 2024. The company anticipates reporting net income ranging between $1.6 million and $1.8 million fo

June 12, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): June 11, 2024 Motorsport Games Inc.

June 5, 2024 8-K

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): June 3, 2024 Motorsport Games Inc.

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): June 3, 2024 Motorsport Games Inc.

May 23, 2024 EX-10.1

Settlement Agreement, dated as of May 17, 2024 between Motorsport Games Inc. and INDYCAR, LLC

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. SETTLEMENT AGREEMENT AND LICENSE This Settlement Agreement and License (this “Agreement”) is executed as of May 17, 2024, but shall not be effective until the date on wh

May 23, 2024 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 17, 2024 Motorsport Games Inc.

May 20, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 16, 2024 Motorsport Games Inc.

May 7, 2024 EX-99.1

MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Exhibit 99.1 Motorsport Games Reports First Quarter 2024 Financial Results MIAMI, Florida – May 7, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its first quarter ended March 31, 2024. The Company has also posted the first quarter 2024 earnings slides highlighting key milestones that occurred in the period, which are accessib

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor

May 7, 2024 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

May 7, 2024 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 7, 2024 Motorsport Games Inc.

May 1, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 26, 2024 Motorsport Games Inc.

May 1, 2024 EX-10.1

Asset Purchase Agreement, dated as of April 26, 2024, between Motorsport Games Inc. and Traxion.GG Limited

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2024, by and among MOTORSPORT GAMES INC., a Delaware corporation (“Seller”), and Traxion.GG Limited, a company incorporated in England and Wales with company number 15642930 whose registered office is at Maybrook House, 27 Grainger Street, Newcastle Upon Tyne, United Kingdom, NE1 5JE (“Bu

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 19, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

April 18, 2024 EX-10.1

Settlement Agreement, dated as of April 12, 2024, between Motorsport Games Inc. and BARC (TOCA) LIMITED

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is entered into and effective as of April 12, 2024 (the “Effective Date”) between: (i) Motorsport Games Inc., a Delaware corporation whose registered office is at 5972 NE 4th Avenue, Miami, Florida 33137, U.S.A. (the “Company”), and (ii) BARC (TOCA) LIMITED, a private limited company incorporated and registered in Engla

April 18, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 12, 2024 Motorsport Games Inc.

April 18, 2024 EX-10.2

License Agreement, dated as of April 12, 2024, between Motorsport Games Inc. and BARC (TOCA) LIMITED

Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. LICENSE AGREEMENT This LICENSE AGREEMENT (this “Agreement”) is entered into effective as of April 12, 2024 (the “Effective Date”), by and between: (i) BARC (TOCA) LIMITE

April 1, 2024 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

April 1, 2024 EX-99.1

MOTORSPORT GAMES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2023 Financial Results MIAMI, Florida – April 1, 2024 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2023. The Company has also posted the fourth quarter and fiscal year-end 2023 earnings slides highlighting key mi

April 1, 2024 8-K

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 1, 2024 Motorsport Games Inc.

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 1, 2024 Motorsport Games Inc.

April 1, 2024 EX-21.1

Subsidiaries of Motorsport Games Inc.

Exhibit 21.1 Subsidiaries of the Registrant Entity Name State or Other Jurisdiction of Incorporation or Organization 704Games Company Delaware MS Gaming Development LLC Russia Motorsport Games Limited United Kingdom Racing Pro League, LLC Delaware Motorsport Games Inc. Delaware Motorsport Games Australia PTY LTD Australia Le Mans Esports Series Limited United Kingdom Motorsport Games GE LLC Georgi

April 1, 2024 EX-97.1

Motorsport Games Inc. Clawback Policy

Exhibit 97.1

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport Gam

February 6, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 5, 2024 Motorsport Games Inc.

January 29, 2024 8-K

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 26, 2024 Motorsport Games I

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 26, 2024 Motorsport Games Inc.

November 22, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 17, 2023 Motorsport Games Inc.

November 14, 2023 8-K

Termination of a Material Definitive Agreement

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.

November 7, 2023 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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 7, 2023 Motorsport Games Inc.

November 7, 2023 EX-99.1

Motorsport Games Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Motorsport Games Reports Third Quarter 2023 Financial Results MIAMI, November 7, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its third fiscal quarter ended September 30, 2023. The Company has also posted Q3 2023 earnings slides highlighting key milestones that occurred in the period, which are accessible on the

November 7, 2023 EX-10.4

Offer letter, dated November 3, 2023, between Motorsport Games Inc. and Stanley Beckley

Exhibit 10.4 Stanley Beckley Email: [email protected] Offer of Employment Dear Stanley: This letter, dated November 3rd, 2023, but effective as of November 8th, 2023 (this “Offer of Employment”), is confirming the offer extended to you prior to the Start Date referenced below with respect to your full-time “at will” employment as Interim Chief Financial Officer at Motorsport Games Inc

November 7, 2023 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor

November 6, 2023 8-K

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): October 26, 2023 Motorsport Games I

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): October 26, 2023 Motorsport Games Inc.

November 2, 2023 8-K

Costs Associated with Exit or Disposal Activities

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): October 29, 2023 Motorsport Games Inc.

October 5, 2023 8-K

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): October 3, 2023 Motorsport Games In

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): October 3, 2023 Motorsport Games Inc.

October 5, 2023 EX-10.1

Assignment and Assumption Agreement, dated as of October 3, 2023, among Motorsport Games Inc., 704GAMES LLC and iRacing.com Motorsport Simulations, LLC

Exhibit 10.1 EXECUTION COPY ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (“Agreement”) is entered into as of October 3, 2023, by and among (i) iRacing.com Motorsport Simulations, LLC, a Delaware limited liability company (the “Assignee”); (ii) 704Games LLC, a Delaware limited liability company (successor by merger to 704 Games Company, a Delaware corporation) (the “

October 5, 2023 EX-10.3

Limited License Agreement, dated as of October 3, 2023, between 704GAMES LLC and NASCAR Team Properties, a series trust organized under the laws of Delaware

Exhibit 10.3 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. LIMITED LICENSE Agreement THIS LIMITED lICENSE AGREEMENT (the “Agreement”), also referenced as Document #651639, is entered into as of October 3, 2023 (“Effective Date”)

October 5, 2023 EX-99.2

MOTORSPORT GAMES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Exhibit 99.2 MOTORSPORT GAMES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2022 Motorsport Games Inc. Divestiture of the NASCAR License Pro Forma Revenues $ 10,324,559 $ - $ 10,324,559 Cost of revenues [1] 4,960,317 - 4,960,317 Gross profit 5,364,242 - 5,364,242 Operating expenses: Sales and marketing [2] 6,172,324 - 6,172,324 Dev

October 5, 2023 EX-99.1

EXCLUSIVE SIMULATION-STYLE NASCAR® VIDEO GAME LICENSE SOLD TO IRACING

Exhibit 99.1 EXCLUSIVE SIMULATION-STYLE NASCAR® VIDEO GAME LICENSE SOLD TO IRACING MIAMI, FL – October 5, 2023 – Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games”), is announcing today the sale and transfer of NASCAR Team Properties’ (NTP) exclusive license for NASCAR® themed simulation-style console racing games. The sale and transfer, approved by NTP, will see the license transfer from 70

October 5, 2023 EX-10.2

Consent to Assignment and Assumption of, and Releases, dated as of October 3, 2023, among 704GAMES LLC, iRacing.com Motorsport Simulations, LLC and NASCAR Team Properties, a series trust organized under the laws of Delaware

Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. October 3, 2023 VIA EMAIL ONLY NASCAR Team Properties 550 South Caldwell Street, 2000 Charlotte, NC 28202 Attention: Megan Malayter NTP Trustee Re: Request for consent t

September 7, 2023 8-K

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): September 6, 2023 Motorsport Games

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): September 6, 2023 Motorsport Games Inc.

August 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport

August 21, 2023 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

August 21, 2023 8-K

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): August 21, 2023 Motorsport Games In

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): August 21, 2023 Motorsport Games Inc.

August 21, 2023 EX-99.1

Motorsport Games Reports Second Quarter 2023 Financial Results

Exhibit 99.1 Motorsport Games Reports Second Quarter 2023 Financial Results MIAMI, August 21, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its second fiscal quarter ended June 30, 2023. The Company has also posted Q2 2023 earnings slides highlighting key milestones that occurred in the period, which are accessible on the Com

August 14, 2023 NT 10-Q

SEC FILE NUMBER

SEC FILE NUMBER 001-39868 CUSIP NUMBER 62011B102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 8, 2023 8-K

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): June 8, 2023 Motorsport Games Inc.

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): June 8, 2023 Motorsport Games Inc.

May 11, 2023 EX-99.1

Motorsport Games Reports First Quarter 2023 Financial Results

Exhibit 99.1 Motorsport Games Reports First Quarter 2023 Financial Results MIAMI, May 11, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its first fiscal quarter ended March 31, 2023. The Company has also posted a Q1 2023 Review video and Q1 2023 earnings slides highlighting key milestones that occurred in the period, which ar

May 11, 2023 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 11, 2023 Motorsport Games Inc.

May 11, 2023 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor

April 19, 2023 EX-10.1

Statement of Terms and Conditions of Employment, effective as of April 19, 2023, between Motorsport Games Limited (the Company’s UK subsidiary) and Stephen Hood

Exhibit 10.1 STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT BETWEEN MOTORSPORT GAMES LIMITED AND STEPHEN HOOD DATED: April 19th, 2023 Parties 1. Motorsport Games Ltd incorporated and registered in England and Wales with company number 12445844 whose registered office is at Silverstone Innovation Centre, Silverstone Park, Silverstone, NN12 8GX (Company, Employer or we). 2. Stephen Hood, Field End,

April 19, 2023 8-K

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 14, 2023 Motorsport Games Inc

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 14, 2023 Motorsport Games Inc.

April 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

April 13, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 3, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 31, 2023 EX-1.1

Equity Distribution Agreement, dated as of March 31, 2023, between Motorsport Games Inc. and Canaccord Genuity LLC

Exhibit 1.1 motorsport games INC. $10,000,000 EQUITY DISTRIBUTION AGREEMENT March 31, 2023 Canaccord Genuity LLC 99 High Street, 12th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Motorsport Games Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows: 1. Issuance and Sale of Shares. (a) The Company agr

March 31, 2023 424B5

Prospectus Supplement, dated March 31, 2023, to the Registration Statement on Form S-3 (File No. 333-262462), as filed with the Securities and Exchange Commission on March 31, 2023

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) Up to $2,919,403 Class A Common Stock Motorsport Games Inc. (the “Company”, “Motorsport Games”, “us”, “we” or “our”) has entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”), acting as sales agent, on March 31, 2

March 31, 2023 8-K

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): March 31, 2023 Motorsport Games Inc

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): March 31, 2023 Motorsport Games Inc.

March 28, 2023 8-K

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): March 28, 2023 Motorsport Games Inc

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): March 28, 2023 Motorsport Games Inc.

March 24, 2023 EX-4.2

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2022, Motorsport Games Inc. (“we,” “us,” “Motorsport Games” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock, par value $0.0001 per share. Our authorized capital s

March 24, 2023 8-K

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): March 24, 2023 Motorsport Games Inc

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): March 24, 2023 Motorsport Games Inc.

March 24, 2023 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

March 24, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Motorsport Games I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Motorsport Games Inc.

March 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport Games Inc.

March 24, 2023 EX-10.1_1

Backoffice Services Agreement, dated March 23, 2023 (but effective as of January 1, 2023), by and between Motorsport Network, LLC and Motorsport Games Inc.

Exhibit 10.1.1 BACKOFFICE SERVICE AGREEMENT DATED MARCH 23, 2023 (BUT EFFECTIVE AS OF JANUARY 1, 2023), BY AND BETWEEN MOTORSPORTNETWORK, LLC AND MOTORSPORT GAMES INC US.

March 24, 2023 EX-99.1

Motorsport Games Reports Fourth Quarter of 2022 & Full Year 2022 Financial Results

Exhibit 99.1 Motorsport Games Reports Fourth Quarter of 2022 & Full Year 2022 Financial Results MIAMI, March 24, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2022. The Company has also posted a 2022 Year End Review video and Q4 ‘22 and fiscal year-end earnings slides high

March 20, 2023 8-K

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): March 15, 2023 Motorsport Games Inc

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): March 15, 2023 Motorsport Games Inc.

February 14, 2023 8-K

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): February 13, 2023 Motorsport Games

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): February 13, 2023 Motorsport Games Inc.

February 14, 2023 EX-10.1

Consultancy Agreement, executed on February 13, 2013, but effective as of February 1, 2023, between Motorsport Games Inc. and Paula Sagnier Limited

Exhibit 10.1 CONSULTANCY AGREEMENT VIA EMAIL Paula Sagnier Limited Attention: Frank Sagnier E-mail for notices: [email protected] Executed on February 13, 2023 but effective as of February 1, 2023, the parties hereto (“Parties” and each “Party”) hereby agree as follows: 1. Pursuant to this consultancy agreement (this “Agreement”), Paula Sagnier Limited, a company organized and existing under

February 6, 2023 EX-4.1

Form of Wainwright Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 6, 2023 EX-99.1

Motorsport Games Announces $4.03 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Motorsport Games Announces $4.03 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, February 3, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 232,188 shares of the Company’s Class A common stock at a purchase p

February 6, 2023 8-K

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): February 3, 2023 Motorsport Games I

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): February 3, 2023 Motorsport Games Inc.

February 6, 2023 EX-10.1

Form of Securities Purchase Agreement, dated as of February 3, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

February 6, 2023 424B5

232,188 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 232,188 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 232,188 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to institution

February 3, 2023 424B5

144,366 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 144,366 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 144,366 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to institution

February 3, 2023 EX-10.1

Form of Securities Purchase Agreement, dated as of February 2, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

February 3, 2023 EX-99.1

Motorsport Games Announces $3.39 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Motorsport Games Announces $3.39 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, February 2, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 144,366 shares of the Company’s Class A common stock at a purchase p

February 3, 2023 EX-4.1

Form of Wainwright Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 3, 2023 8-K

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): February 2, 2023 Motorsport Games I

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): February 2, 2023 Motorsport Games Inc.

February 2, 2023 EX-99.1

Motorsport Games Announces $3.9 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Motorsport Games Announces $3.9 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, Feb. 1, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 183,020 shares of the Company’s Class A common stock at a purchase price

February 2, 2023 EX-10.1

Form of Securities Purchase Agreement, dated as of February 1, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

February 2, 2023 EX-99.2

Motorsport Games Converts All Remaining Debt in Additional Debt-for-Equity Exchange with Motorsport Network

Exhibit 99.2 Motorsport Games Converts All Remaining Debt in Additional Debt-for-Equity Exchange with Motorsport Network MIAMI, February 1, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into an additional debt-for-equity exchange agreement (the “Agreement”) with its majority stockholder, Motorsport Network, LLC (“Moto

February 2, 2023 EX-4.1

Form of Wainwright Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 2, 2023 424B5

183,020 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 10, 2022) 183,020 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of 183,020 shares of the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of Motorsport Games Inc. (“Company”, “Motorsport Games”, “us” or “we”) to an institut

February 2, 2023 8-K

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): February 1, 2023 Motorsport Games I

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): February 1, 2023 Motorsport Games Inc.

February 2, 2023 EX-10.2

Debt-For-Equity Exchange Agreement, dated as of February 1, 2023, between Motorsport Games Inc. and Motorsport Network, LLC

EX-10.2 5 ex10-2.htm Exhibit 10.2 DEBT-FOR-EQUITY EXCHANGE AGREEMENT This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of February 1, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”). RECITALS A. The Company and MSN is executing and delivering

February 2, 2023 SC 13D/A

MSGM / Motorsport Games Inc. Class A / Motorsport Network, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

January 31, 2023 SC 13D

MSGM / Motorsport Games Inc. Class A / Motorsport Network, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Motorsport Games Inc.

January 30, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 30, 2023 Motorsport Games Inc.

January 30, 2023 EX-99.1

Motorsport Games Announces Debt-for-Equity Exchange with Motorsport Network

Exhibit 99.1 Motorsport Games Announces Debt-for-Equity Exchange with Motorsport Network MIAMI, January 30, 2023 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into a debt-for-equity exchange agreement (the “Agreement”) with its majority stockholder, Motorsport Network, LLC (“Motorsport Network”), to repay $1,000,000 in deb

January 30, 2023 EX-10.1

Debt-For-Equity Exchange Agreement, dated as of January 30, 2023, between Motorsport Games Inc. and Motorsport Network, LLC

Exhibit 10.1 DEBT-FOR-EQUITY EXCHANGE AGREEMENT This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”). RECITALS A. The Company and MSN is executing and delivering this Agreement in re

January 27, 2023 8-K

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 27, 2023 Motorsport Games I

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 27, 2023 Motorsport Games Inc.

January 18, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 11, 2023 Motorsport Games Inc.

January 18, 2023 EX-10.1

Settlement Agreement, dated as of January 11, 2023, among Motorsport Games Inc., Continental General Insurance Company, Counsel to Continental and other defendants name therein

Exhibit 10.1 SETTLEMENT AGREEMENT INNOVATE 2, CORP.; CONTINENTAL GENERAL INSURANCE COMPANY; and LEO CAPITAL HOLDINGS LLC, Plaintiffs, v. MOTORSPORT GAMES INC. (f/k/a MOTORSPORT GAMING US LLC); MIKE ZOI; JONATHAN NEW; DMITRY KOZKO; and ALEX ROTHBERT, Defendants. Civil Action No. 1:21-cv-00165-SB THIS SETTLEMENT AGREEMENT (the “Agreement”), dated January 11, 2023, is entered into by and among Contin

January 13, 2023 8-K

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 I

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.

January 13, 2023 EX-10.1

Indemnification Agreement, dated as of January 12, 2023, between Motorsport Games Inc. and Navtej Singh Sunner

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of January 12, 2023 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Navtej Sunner (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capital

December 27, 2022 EX-10.1

Indemnification Agreement, dated as of December 23, 2022, between Motorsport Games Inc. and Andrew Jacobson

EX-10.1 2 ex10-1.htm Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of December 23, 2022 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Andrew Jacobson (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Ag

December 27, 2022 8-K

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

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.

December 9, 2022 EX-99.1

Motorsport Games Enters into Equity Purchase Agreement

Exhibit 99.1 Motorsport Games Enters into Equity Purchase Agreement MIAMI, December 9, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into a purchase agreement (the “Agreement”) with an investor for up to $2 million, which amount may increase at the Company’s option to $10 million. Under the terms and conditions of the

December 9, 2022 8-K

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 9, 2022 Motorsport Games I

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 9, 2022 Motorsport Games Inc.

December 9, 2022 EX-10.1

Purchase Agreement, dated as of December 9, 2022, between Motorsport Games Inc. and Alumni Capital LP

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2022, by and between MOTORSPORT GAMES INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes

December 9, 2022 424B5

Up to $2,000,000 and $40,000 in shares of Class A Common Stock Up to an additional $8,160,000 in shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262462 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 1, 2022) Up to $2,000,000 and $40,000 in shares of Class A Common Stock and Up to an additional $8,160,000 in shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of up to an initial amount of $2,000,000 (the ?Initial Purchase Amount?) in shares of

November 29, 2022 8-K

Other Events, Financial Statements and Exhibits

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 29, 2022 Motorsport Games Inc.

November 29, 2022 EX-99.1

MOTORSPORT GAMES REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT

Exhibit 99.1 MOTORSPORT GAMES REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT MIAMI, FL ? NOVEMBER 29, 2022 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or ?Company?), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announced today that it has received notice from the Nasdaq Stock Market

November 18, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor

November 18, 2022 EX-99.1

Motorsport Games Reports Third Quarter 2022 Financial Results

Exhibit 99.1 Motorsport Games Reports Third Quarter 2022 Financial Results MIAMI, Nov 18, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today reported financial results for its third quarter ended September 30, 2022 (“Q3 2022”). The Company has also posted to the Company’s investor relations website a Q3 2022 Quarter End Review video and a Q3 2022 earnings slide

November 18, 2022 EX-10.1

Indemnification Agreement, dated as of November 18, 2022, between Motorsport Games Inc. and John Delta

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of November 18, 2022 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and John Delta (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitaliz

November 18, 2022 8-K

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 18, 2022 Motorsport Games

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 18, 2022 Motorsport Games Inc.

November 18, 2022 EX-99.2

Motorsport Games Inc. Presentation

Exhibit 99.2

November 14, 2022 8-K

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 9, 2022 Motorsport Games I

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 9, 2022 Motorsport Games Inc.

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ............ 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ?T

November 10, 2022 EX-10.1

Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan, dated November 10, 2022

Exhibit 10.1 AMENDED AND RESTATED MOTORSPORT GAMES INC. 2021 EQUITY INCENTIVE PLAN EFFECTIVE DATE: NOVEMBER 10, 2022 Approved by Stockholders: JANUARY 12, 2021 SECTION 1 ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, EXPIRATION DATE 1.1 ESTABLISHMENT. Motorsport Games Inc. (the “Company”) hereby establishes the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”). 1.2 PURPOS

November 10, 2022 EX-99.2

Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split

Exhibit 99.2 PRESS RELEASE DATED NOVEMBER 10, 2022 Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split MIAMI, November 10, 2022 — As previously announced, Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) confirmed today that the 1-for-10 reverse stock split of the Company’s Class A and Class B common stock became effective as of 12:0

November 10, 2022 EX-3.1

Certificate of Amendment to the Certificate of Incorporation of Motorsport Games Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Motorsport Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies, effective as of 12:01 a.m. EST on November 10, 2022, as follows: 1. The Corporation filed its Certificate of Incorporation with the Secretary of State of the State of De

November 10, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 9, 2022 Motorsport Games Inc.

November 10, 2022 EX-3.2

Amendment No. 1 to the Bylaws of Motorsport Games Inc.

Exhibit 3.2 AMENDMENT NO. 1 TO THE BYLAWS OF MOTORSPORT GAMES INC. This Amendment No. 1 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”), is made and entered into on November 9, 2022. RECITALS: WHEREAS, pursuant to Section 6.07 of the Corporation’s Bylaws (the “Bylaws”) and Article IX.B of the Corporation’s Certificate of Incorporation (the “Cha

November 10, 2022 EX-99.1

Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split

Exhibit 99.1 PRESS RELEASE DATED NOVEMBER 9, 2022 Motorsport Games Announces Completion of Previously Announced 1-for-10 Reverse Stock Split MIAMI, November 9, 2022 — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) announced today that the 1-for-10 reverse stock split of the Company’s Class A and Class B common stock will become effective as of 12:01 a.m. EST on November

October 21, 2022 EX-10.1

Amendment to Employment Agreement, dated October 20, 2022, by and between Motorsport Games Inc. and Dmitry Kozko

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement, ?dated as of January 1, 2020 (as hereafter amended, the ?Employment Agreement?), ?by and ?between MOTORSPORT GAMES INC., a Delaware corporation (following a corporate conversion, and formerly a Florida limited liability company known as MOTORSPORT GAMING US LLC) (?Employer?), and DMITRY KO

October 21, 2022 8-K

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): October 20, 2022 Motorsport Games I

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): October 20, 2022 Motorsport Games Inc.

October 14, 2022 EX-10.1

Consulting Services Agreement, dated October 4, 2022, by and between Motorsport Games Inc. and TechCXO, LLC (John Delta)

Exhibit 10.1 Consulting Services Agreement The below designated Client (?Client?) acknowledges and agrees that the services described on Exhibit A will be performed by TechCXO, LLC pursuant to, and are governed by, the Terms and Conditions attached hereto and incorporated as part of this Consulting Services Agreement (?Agreement?). The terms of the accompanying exhibits are hereby incorporated by

October 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 4, 2022 Motorsport Games Inc.

October 5, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

September 20, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

September 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 9, 2022 Motorsport Games Inc.

September 9, 2022 EX-10.1

Support Agreement, dated September 8, 2022

Exhibit 10.1 Motorsport Games Inc. September 8, 2022 5972 NE 4th Avenue Miami, FL 33137 Attention: Board of Directors Re: Support Agreement Dear Motorsport Games Board Members: This Support Agreement (?Support Agreement?) is to confirm the following: (1) At Motorsport Games? written request, Motorsport Network will promptly issue a $3 million cash advance (the ?Cash Advance?) to Motorsport Games u

September 9, 2022 EX-99.1

Motorsport Games Inc. Press Release

Exhibit 99.1 Motorsport Games Announces Transformative 2022 Restructuring Program, Financing Commitment and Plans for Reverse Stock Split 2022 Restructuring Program designed to improve Profitability and Cash Flow ? Expected to generate approximately $4 million in Annualized Cost Reductions by the end of 2023 Financing Commitment will Improve Capital Structure and Deliver New Funding for the Busine

September 9, 2022 DEFA14A

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): September 8, 2022 Motorsport Games

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): September 8, 2022 Motorsport Games Inc.

September 8, 2022 8-K

Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 8, 2022 Motorsport Games Inc.

September 8, 2022 EX-10.1

Support Agreement, dated September 8, 2022, by and between Motorsport Games Inc. and Motorsport Network, LLC

Exhibit 10.1 Motorsport Games Inc. September 8, 2022 5972 NE 4th Avenue Miami, FL 33137 Attention: Board of Directors Re: Support Agreement Dear Motorsport Games Board Members: This Support Agreement (?Support Agreement?) is to confirm the following: (1) At Motorsport Games? written request, Motorsport Network will promptly issue a $3 million cash advance (the ?Cash Advance?) to Motorsport Games u

September 8, 2022 EX-99.1

Motorsport Games Announces Transformative 2022 Restructuring Program, Financing Commitment and Plans for Reverse Stock Split 2022 Restructuring Program designed to improve Profitability and Cash Flow – Expected to generate approximately $4 million in

Exhibit 99.1 Motorsport Games Announces Transformative 2022 Restructuring Program, Financing Commitment and Plans for Reverse Stock Split 2022 Restructuring Program designed to improve Profitability and Cash Flow ? Expected to generate approximately $4 million in Annualized Cost Reductions by the end of 2023 Financing Commitment will Improve Capital Structure and Deliver New Funding for the Busine

August 10, 2022 EX-99.2

Motorsport Games Inc. Presentation

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport

August 10, 2022 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 10, 2022 Motorsport Games Inc.

August 10, 2022 EX-99.1

Motorsport Games Reports Second Quarter 2022 Financial Results

Exhibit 99.1 Motorsport Games Reports Second Quarter 2022 Financial Results MIAMI, Aug 10, 2022 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?) today reported financial results for its second quarter ended June 30, 2022 (?Q2 2022?). The Company has also posted to the Company?s investor relations website a Q2 2022 Quarter End Review video and a Q2 2022 earnings slide de

July 22, 2022 EX-10.1

Letter Agreement, dated July 21, 2022 but effective as of July 19, 2022, to further amend Share Purchase Agreement and Pledge of Shares Among Motorsport Games Inc., Luminis International B.V., Technology In Business B.V. and certain Technology In Business B.V. shareholders parties thereto

Exhibit 10.1 Technology in Business B.V. Luminis International B.V. Attn: Directors and Shareholders Dated July 21, 2022 and effective as of July 19, 2022 Re: Second Amendment to the Share Purchase Agreement and Pledge of Shares Dear Directors and Shareholders, Reference is made to that certain Agreement to Amend the Share Purchase Agreement and Pledge of Shares entered into on April 22, 2022 (the

July 22, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 21, 2022 Motorsport Games Inc.

June 22, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 21, 2022 Motorsport Games Inc.

June 9, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): June 6, 2022 Motorsport Games Inc.

May 16, 2022 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 16, 2022 Motorsport Games Inc.

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorspor

May 16, 2022 EX-99.1

Motorsport Games Reports First Quarter 2022 Financial Results

Exhibit 99.1 Motorsport Games Reports First Quarter 2022 Financial Results MIAMI, May 16, 2022 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?) today reported financial results for its first quarter ended March 31, 2022 (?Q1 2022?). The Company has also posted to the Company?s investor relations website a Q1 2022 Quarter End Review video and a Q1 2022 earnings slide dec

May 16, 2022 EX-99.2

Motorsport Games Inc. presentation materials

Exhibit 99.2

April 28, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 22, 2022 Motorsport Games Inc.

April 28, 2022 EX-10.1

Letter Agreement, dated April 22, 2022, to amend Share Purchase Agreement and Pledge of Shares among Motorsport Games Inc., Luminis International B.V., Technology In Business B.V. and certain Technology In Business B.V. shareholders parties thereto

Exhibit 10.1 Technology in Business B.V. Luminis International B.V. Attn: Directors and Shareholders April 22, 2022 Re: Agreement to Amend the Share Purchase Agreement and Pledge of Shares Dear Directors and Shareholders, This letter serves to confirm our mutual agreement to amend the Pledge of Shares entered into between Motorsport Games Inc. (the ?Pledgor?), Technology in Business B.V. (the ?Ple

April 27, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

April 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motorsport Games Inc.

March 30, 2022 EX-4.2

Description of Motorsport Games Inc.’s Securities Registered under Section 12 of the Exchange Act

Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2021, Motorsport Games Inc. (?we,? ?us,? ?Motorsport Games? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): Class A common stock, $0.0001 par value $0.0001 per share. Our authorized c

March 30, 2022 EX-99.2

Motorsport Games Inc. presentation materials

Exhibit 99.2

March 30, 2022 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 30, 2022 Motorsport Games Inc.

March 30, 2022 EX-99.1

Motorsport Games Reports Fourth Quarter & Full Year 2021 Financial Results

Exhibit 99.1 Motorsport Games Reports Fourth Quarter & Full Year 2021 Financial Results MIAMI, March 30, 2022 - Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?) today reported financial results for its fourth quarter and fiscal year ended December 31, 2021. The Company has also posted a 2021 Year End Review video and Q4 ?21 and fiscal year-end earnings slides highlighting

March 2, 2022 8-K

Other Events

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): March 2, 2022 Motorsport Games Inc.

February 10, 2022 SC 13G

MSGM / Motorsport Games Inc. Class A / Motorsport Network, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Motorsport Games Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 62011B102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 10, 2022 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

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): February 8, 2022 Motorsport Games Inc.

February 10, 2022 EX-1

Joint Filing Agreement

EX-1 2 ex1.htm EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the

February 10, 2022 EX-10.1

Lease Agreement, dated February 8, 2022, by and between Lemon City Group, LLC and Motorsport Games Inc.

Exhibit 10.1 LEASE AGREEMENT This LEASE AGREEMENT (this ?Lease?), is made as of the 8th day of February, 2022 by and between Lemon City Group, LLC, a Florida limited liability company with a primary business address at 5972 NE 4th Avenue, Miami, Florida 33137 (?Landlord?); and Motorsport Games Inc., a Florida corporation, with a primary business address at 5972 NE 4th Avenue, Miami, Florida 33137

February 9, 2022 CORRESP

February 9, 2022

February 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

February 1, 2022 S-3

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

February 1, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Motorsport Games Inc.

January 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 21, 2022 Motorsport Games Inc.

January 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 6, 2022 Motorsport Games Inc.

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39868 Motor

November 4, 2021 EX-99.1

Motorsport Games Reports Third Quarter 2021 Financial Results

Exhibit 99.1 Motorsport Games Reports Third Quarter 2021 Financial Results MIAMI, Nov. 4, 2021 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?) today reported financial results for the third quarter ended September 30, 2021. The Company also posted a Third Quarter 2021 review video and Q3 Earnings Slides highlighting key milestones that occurred in the period, which are

November 4, 2021 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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 4, 2021 Motorsport Games Inc.

November 4, 2021 EX-99.2

Motorsport Games Inc. presentation materials

Exhibit 99.2

September 7, 2021 EX-16.1

Letter from Dixon Hughes Goodman LLP to the SEC, dated September 1, 2021

Exhibit 16.1 September 1, 2021 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 1, 2021 of Motorsport Games Inc. and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. Very tr

September 7, 2021 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): September 1, 2021 Motorsport Games Inc.

August 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 25, 2021 Motorsport Games Inc.

August 25, 2021 EX-99.1

MOTORSPORT GAMES WELCOMES PETER MOORE TO BOARD OF DIRECTORS Leading Racing Video Game Company Adds SVP/GM of Sports and Live Entertainment at Unity Technologies, Former President at EA Sports & Liverpool F.C. CEO as Board Member

Exhibit 99.1 MOTORSPORT GAMES WELCOMES PETER MOORE TO BOARD OF DIRECTORS Leading Racing Video Game Company Adds SVP/GM of Sports and Live Entertainment at Unity Technologies, Former President at EA Sports & Liverpool F.C. CEO as Board Member Miami, FL - August 25, 2021 - Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?), a leading racing game developer, publisher and espor

August 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 13, 2021 Motorsport Games Inc.

August 13, 2021 EX-99.1

Motorsport Games Inc. presentation materials

Exhibit 99.1

August 11, 2021 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 11, 2021 Motorsport Games Inc.

August 11, 2021 EX-99.1

Motorsport Games Reports Second Quarter 2021 Financial Results

Exhibit 99.1 Motorsport Games Reports Second Quarter 2021 Financial Results MIAMI, Florida ? August 11, 2021 ? Motorsport Games Inc. (NASDAQ: MSGM) (?Motorsport Games? or the ?Company?) today reported financial results for the second quarter ended June 30, 2021. The Company also posted a Second Quarter 2021 review video, highlighting key milestones that occurred in the period, which is accessible

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