Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 14, 2023, the board of directors of the Company determined to terminate the Company’s current CEO Dmitry Kozko’s employment
with the Company without “Cause” (as such term is defined in Mr. Kozko’s employment agreement, as amended, with the
Company) effective as of April 19, 2023. Upon such termination, Mr. Kozko will be entitled to the severance pursuant to the terms of
his employment agreement, as amended. Mr. Kozko’s employment agreement and the amendments thereto were disclosed as Exhibit 10.11
to the Company’s Registration Statement on Form S-1, filed on December 18, 2020, Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on June 21, 2021 and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022. The
board of directors of the Company determined that it was in the best interests of the Company and its stockholders that Mr. Kozko would
remain as a director of the Company due to his extensive experience with the Company, his leadership and technology experience, and his
significant experience in fundraising for the Company and managing and directing U.S. Nasdaq listed publicly traded companies. Mr.
Kozko, in his capacity as a director of the Company, will assist the board of directors and the management of the Company with fundraising
for the Company. Mr. Kozko will also provide, on an as needed basis and without any additional compensation, support to the Company for
orderly transition of his duties to a new CEO.
On
April 14, 2023, the board of directors of the Company appointed Stephen Hood as the Company’s new CEO and President effective April
19, 2023 to fill the vacancy created by the above-described termination. The board of directors, while noting Mr. Kozko’s significant
efforts and achievements, especially in fund raising, for the Company, concluded that Mr. Hood’s extensive prior knowledge of the
Company and its products and extensive experience in game development would be a better fit for the Company in its games’ development
stage.
Stephen
Hood, 45, has served as a business development consultant to Speed Capital Ltd. from October 2022 to April 2023. Mr. Hood served as the
Company’s President from April 2019 to January 2022. Mr. Hood has also served as President of Motorsport Games Limited, our UK
subsidiary, from February 2020 to January 2022 and as a director of 704Games from September 2018 to January 2022. Previously, Mr. Hood
served as Head of Esports for Autosport Media UK Limited, a subsidiary of Motorsport Network, from July 2018 to March 2019. Prior to
joining Motorsport Network, Mr. Hood served as Executive Producer at Dovetail Games, a UK-based producer of digital hobbies, from September
2016 to May 2018 and as a Creative Director from December 2014 to September 2016. Mr. Hood was employed at Codemasters, a British video
game developer and publisher, as Creative Director from November 2011 to December 2013 and as Chief Game Designer from March 2009 to
November 2011. Prior to that, Mr. Hood was Design Manager at Ideaworks Game Studio, a British video game developer, from August 2006
to October 2008 and a Senior Designer at renowned British developer Lionhead Studios Limited from 2004 to 2006. He also has held various
positions as Design Director and Design Manager with other video game producers. Mr. Hood is a BAFTA award winning developer (Best Simulation,
The Movies and Best Sports Game, Formula One 2010) with particular expertise in building creative teams and designing and managing the
development of complex video game projects and services.
There
are no family relationships between Mr. Hood, on the one hand, and any director, executive officer or any affiliate of the Company,
on the other hand.
The
disclosure of Mr. Hood’s compensation provided in Item 1.01 of this Current Report is hereby incorporated by reference into this
Item 5.02.