Current Report Filing (8-k)
March 20 2023 - 8:01AM
Edgar (US Regulatory)
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2023-03-15
2023-03-15
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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): March 15, 2023
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 |
|
33137 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 507-8799
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
Class A common stock, $0.0001
par value per share |
|
MSGM |
|
The Nasdaq Stock Market
LLC
(The Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
March 15, 2023, the compensation committee of the board of directors of Motorsport Games Inc.’s (the “Company”) approved
a one-time cash bonus in the amount of $50,000 to Dmitry Kozko, the Company’s Chief Executive Officer and Interim Chief Financial Officer in connection with his efforts in (i) securing equity financing to the Company in 3 registered direct
offerings that raised approximately $11.32 Million and (ii) coordinating with Motorsport Network, LLC, the largest stockholder of the
Company, the debt in debt-for-equity exchanges that resulted in retiring approximately $4 million of Company’s debt. The bonus
amount is approximately 0.3% of the aggregate raised capital and the retired debt.
Effective
March 20, 2023, Dmitry Kozko, the Company’s Chief Executive Officer and Interim Chief Financial Officer, resigned
as Company’s Interim Chief Financial Officer and, immediately thereafter, effective March 20, 2023, Jason Potter was appointed
as the Company’s Chief Financial Officer, as well as the Company’s Principal Financial Officer and Principal Accounting Officer.
Mr.
Kozko will continue serving as the Chief Executive Officer of the Company.
Jason
Potter, 38, joined Motorsport Network, LLC (“MSN”), the majority stockholder of the Company, on September 2021 and will continue
to serve as Chief Accounting Officer of MSN. Since September 2022, he has served as the Chief Accounting Officer of the Company under
a shared service agreement between the Company and MSN. In addition, Mr. Potter has served as the Company’s Secretary and Treasurer
since January 26, 2023. Prior to joining MSN, Mr. Potter held the position of Director in the audit practice of PricewaterhouseCoopers
LLP (PwC) between June 2018 and September 2021, and Senior Manager in PwC’s national office between June 2016 and June 2018. He
holds an active Certified Public Accountant (CPA) license in the state of Oregon, is a Fellow Chartered Accountant of the Institute of
Chartered Accountants England & Wales and graduated from Cardiff University in 2007 with an undergraduate degree in Journalism, Film
& Media.
There
are no family relationships between Mr. Potter on the one hand and any director, executive officer, or any affiliate of the Company or
MSN.
In
connection with assuming such duties, Mr. Potter will receive an annual base salary equal to gross $230,000. Mr. Potter will be
eligible for a $20,000 bonus payable in $10,000 increments on March 31 and September 30, with the first
eligible bonus payment being March 31, 2023.
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: March
20, 2023 |
By: |
/s/
Dmitry Kozko |
|
|
Dmitry Kozko |
|
|
Chief Executive Officer |
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