Current Report Filing (8-k)
November 18 2022 - 4:17PM
Edgar (US Regulatory)
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2022-11-18
2022-11-18
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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.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation) |
|
001-39868
(Commission
File
Number) |
|
86-1791356
(I.R.S.
Employer
Identification
No.) |
5972
NE 4th Avenue
Miami,
FL
(Address
of principal executive offices) |
|
33137
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 507-8799
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, $0.0001 par value per share |
|
MSGM |
|
The
Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry Into a Material Definitive Agreement
On
November 18, 2022, Motorsport Games Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification
Agreement”) with John Delta, the director of the Company (the “Indemnified Party”). The Indemnification Agreement is
in furtherance of the indemnification provisions contained in the Company’s Certificate of Incorporation and requires the Company
to indemnify the Indemnified Party under the circumstances and to the extent provided for in the Indemnification Agreement, to the fullest
extent permitted under Delaware law.
The
Indemnification Agreement provides for indemnification against expenses such as attorneys’ fees, judgments, fines and settlement
amounts and also the mandatory advancement and reimbursement of certain reasonable expenses, subject to limited exceptions, in each case
incurred by the Indemnified Party in various legal proceedings arising out of such person’s services as a director of the Company.
The Indemnification Agreement also outlines procedures for requesting and obtaining the payment of such expenses.
The
foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Indemnification Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
2.02 Results of Operations and Financial Condition.
On
November 18, 2022, Company issued a press release (the “Press Release”) announcing
its financial results for its fiscal quarter ended September 30, 2022. A copy of the Press Release is attached to this Form 8-K as Exhibit
99.1 and it is incorporated by reference into this Item 2.02. The Press Release is deemed to be “furnished” to the SEC and
it shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. The Press Release shall not be deemed to be incorporated by reference
into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as may be expressly set forth by specific reference in any such filing.
Item
7.01 Regulation FD Disclosure.
On
November 18, 2022, the Company posted on its website presentation materials related to the Company’s financial results for its
fiscal quarter ended September 30, 2022 (the “Presentation”). A copy of the Presentation is attached to this Form 8-K as
Exhibit 99.2 and it is incorporated by reference into this Item 7.01. These materials may be amended or updated at any time and from
time to time through another Current Report on Form 8-K, a later Company filing, a later posting on the Company’s website or other
applicable means. The Presentation is deemed to be “furnished” to the SEC and it shall not be deemed to be “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The Presentation shall not be
deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as
may be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MOTORSPORT
GAMES INC. |
| |
|
|
| Date:
November 18, 2022 |
By: |
/s/
Dmitry Kozko |
| |
|
Dmitry
Kozko |
| |
|
Chief
Executive Officer and Interim Chief Financial Officer |
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