Motorsport Games Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
MSGM$4.38+1.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Documents filed as part of this Report: |
| (1) | Financial Statements. The consolidated financial statements listed on the index set forth on page F-1 of this Report are filed as a part of this Report. |
| (2) | Financial Statement Schedules. All financial statement schedules have been omitted since the information is either not applicable or required or is included in the financial statements or notes thereof. |
| (b) | Exhibits |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit Number · Filing Date · Filed/Furnished Herewith | |||||
| 2.1 | Plan of Conversion of Motorsport Gaming US LLC | S-1/A | 333-251501 | 2.1 | 1/11/21 |
| 2.2 | Delaware Certificate of Conversion | S-1/A | 333-251501 | 2.2 | 1/11/21 |
| 2.3 | Florida Articles of Conversion | S-1/A | 333-251501 | 2.3 | 1/11/21 |
| 2.4 | Stock Purchase Agreement, dated August 14, 2018, by and between 704Games Company and Motorsport Gaming US LLC | S-1 | 333-251501 | 2.4 | 12/18/20 |
| 2.5 | Plan of Merger, dated as of April 16, 2021, between 704Games Company and 704 Games LLC | 8-K | 001-39868 | 2.1 | 4/20/21 |
| 3.1.1 | Certificate of Incorporation of Motorsport Games Inc. | S-1/A | 333-251501 | 3.3 | 1/11/21 |
| 3.1.2 | Certificate of Amendment to the Certificate of Incorporation of Motorsport Games Inc. | 8-K | 001-39868 | 3.1 | 11/10/22 |
| 3.2.1 | Bylaws of Motorsport Games Inc. | S-1/A | 333-251501 | 3.4 | 1/11/21 |
| 3.2.2 | Amendment No. 1 to the Bylaws of Motorsport Games Inc. | 8-K | 001-39868 | 3.2 | 11/10/22 |
| 3.3 | Certificate of Merger of 704Games LLC | 8-K | 001-39868 | 3.1 | 4/20/21 |
| 4.1 | Form of Class A common stock Certificate | S-1 | 333-251501 | 4.1 | 12/18/20 |
| 4.2 | Description of Motorsport Games Inc.’s Securities Registered under Section 12 of the Exchange Act | 10-K | 001-39868 | 4.2 | 3/24/23 |
| 4.3 | Form of Wainwright Warrant | 8-K | 001-39868 | 4.1 | 2/2/23 |
| 10.1 | Backoffice Services Agreement, dated March 23, 2023 (but effective as of January 1, 2023), by and between Motorsport Network, LLC and Motorsport Games Inc. | 10-K | 001-39868 | 10.1.1 | 3/24/23 |
| 10.2 | Promissory Note, dated April 1, 2020, by and between Motorsport Network, LLC and Motorsport Gaming US LLC | S-1 | 333-251501 | 10.3 | 12/18/20 |
| 10.3 | Joint Venture Agreement, dated March 15, 2019, by and among Automobile Club de l’Ouest, Motorsport Gaming US LLC and Le Mans Esports Series Limited | S-1 | 333-251501 | 10.5 | 12/18/20 |
| 10.4 | Amendment No. 1, dated January 25, 2021, to Joint Venture Agreement, dated March 15, 2019, between Motorsport Games Inc. and Automobile Club de l’Ouest | 8-K | 001-39868 | 10.1 | 1/27/21 |
| 10.5* | License Agreement, dated May 29, 2020, by and between BARC (TOCA) Limited and Motorsport Gaming US LLC | S-1 | 333-251501 | 10.9 | 12/18/20 |
| 10.6* | Distribution Agreement, dated April 18, 2016, by and between U&I Entertainment, LLC and 704Games Company LLC | S-1 | 333-251501 | 10.10.1 | 12/18/20 |
| 10.7 | Amendment to Distribution Agreement, dated November 23, 2020, by and between U&I Entertainment, LLC and 704Games Company | S-1 | 333-251501 | 10.10.2 | 12/18/20 |
| 10.8+ | Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan, dated November 10, 2022 | 8-K | 001-39868 | 10.1 | 11/10/22 |
| 10.9+ | Form of UK Approved Company Share Option Plan (Sub-Plan to the Motorsport Games Inc. 2021 Equity Incentive Plan) | S-1/A | 333-251501 | 10.15.2 | 12/31/20 |
| 10.10+ | Form of UK Motorsport Games Incentive Plan (Sub-Plan to the Motorsport Games Inc. 2021 Equity Incentive Plan) | S-1/A | 333-251501 | 10.15.3 | 12/31/20 |
| 10.11+ | Form of Incentive Stock Option Award Agreement Under the Motorsport Games Inc. 2021 Equity Incentive Plan | S-1 | 333-251501 | 10.16 | 12/18/20 |
| 10.12+ | Form of Restricted Stock Award Agreement Under the Motorsport Games Inc. 2021 Equity Incentive Plan | S-1 | 333-251501 | 10.17 | 12/18/20 |
| 10.13* | License Agreement, dated August 11, 2020, by and between Epic Games International S.à.r.l. and MS Gaming Development LLC | S-1 | 333-251501 | 10.20 | 12/18/20 |
| 10.14* | Xbox Console Publisher License Agreement, by and between Microsoft Corporation and 704Games Company | S-1 | 333-251501 | 10.21 | 12/18/20 |
| 10.15* | PlayStation Global Developer and Publisher Agreement, by and among Sony Computer Entertainment, Inc., Sony Computer Entertainment America LLC, Sony Computer Entertainment Europe Ltd. and 704Games Company | S-1 | 333-251501 | 10.22 | 12/18/20 |
| 10.16 | Side Letter Agreement relating to Promissory Note, dated September 4, 2020, by and between Motorsport Network, LLC and Motorsport Gaming US LLC | S-1 | 333-251501 | 10.26 | 12/18/20 |
| 10.17 | Amendment to Promissory Note, dated November 23, 2020, by and between Motorsport Network, LLC and Motorsport Gaming US LLC | S-1 | 333-251501 | 10.28 | 12/18/20 |
| 10.18* | License Agreement, effective as of January 25, 2021, between Automobile Club de l’Ouest and Le Mans Esports Series Ltd | 8-K | 001-39868 | 10.2 | 1/27/21 |
| 10.19* | License Agreement, effective as of January 25, 2021, between Automobile Club de l’Ouest and Le Mans Esports Series Ltd | 8-K | 001-39868 | 10.3 | 1/27/21 |
| 10.20* | License Agreement, effective as of January 25, 2021, between Automobile Club de l’Ouest and Le Mans Esports Series Ltd | 8-K | 001-39868 | 10.4 | 1/27/21 |
| 10.21* | Share Purchase Agreement, dated April 1, 2021, among Motorsport Games Inc., Luminis International B.V. and Technology In Business B.V. | 8-K | 001-39868 | 10.1 | 4/1/21 |
| 10.22 | 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 | 8-K | 001-39868 | 10.1 | 4/28/2022 |
| 10.23 | 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 | 8-K | 001-39868 | 10.1 | 7/22/22 |
| 10.24* | License Agreement, effective as of July 13, 2021, between Motorsport Games Inc. and INDYCAR LLC | 8-K | 001-39868 | 10.1 | 7/15/21 |
| 10.25* | License Agreement, effective as of July 13, 2021, between Motorsport Games Inc. and INDYCAR LLC | 8-K | 001-39868 | 10.2 | 7/15/21 |
| 10.26 | Support Agreement, dated September 8, 2022, by and between Motorsport Games Inc. and Motorsport Network, LLC | 8-K | 001-39868 | 10.1 | 9/8/22 |
| 10.27+ | Consulting Services Agreement, dated October 4, 2022, by and between Motorsport Games Inc. and TechCXO, LLC (John Delta) | 8-K | 001-39868 | 10.1 | 10/14/22 |
| 10.28+ | Indemnification Agreement, dated as of November 18, 2022, between Motorsport Games Inc. and John Delta | 8-K | 001-39868 | 10.1 | 11/18/22 |
| 10.29+ | Indemnification Agreement, dated as of December 23, 2022, between Motorsport Games Inc. and Andrew Jacobson | 8-K | 001-39868 | 10.1 | 12/27/22 |
| 10.30+ | Indemnification Agreement, dated as of January 12, 2023, between Motorsport Games Inc. and Navtej Singh Sunner | 8-K | 001-39868 | 10.1 | 1/13/23 |
| 10.31 | Settlement Agreement, dated as of January 11, 2023, among Motorsport Games Inc., Continental General Insurance Company, Counsel to Continental and other defendants name therein | 8-K | 001-39868 | 10.1 | 1/18/23 |
| 10.32 | Debt-For-Equity Exchange Agreement, dated as of January 30, 2023, between Motorsport Games Inc. and Motorsport Network, LLC | 8-K | 001-39868 | 10.1 | 1/30/23 |
| 10.33 | Form of Securities Purchase Agreement, dated as of February 1, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto | 8-K | 001-39868 | 10.1 | 2/2/23 |
| 10.34 | Debt-For-Equity Exchange Agreement, dated as of February 1, 2023, between Motorsport Games Inc. and Motorsport Network, LLC | 8-K | 001-39868 | 10.2 | 2/2/23 |
| 10.35 | Form of Securities Purchase Agreement, dated as of February 2, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto | 8-K | 001-39868 | 10.1 | 2/3/23 |
| 10.36 | Form of Securities Purchase Agreement, dated as of February 3, 2023, between Motorsport Games Inc. and the purchaser identified on the signature page thereto | 8-K | 001-39868 | 10.1 | 2/6/23 |
| 10.37 | Consultancy Agreement, executed on February 13, 2013, but effective as of February 1, 2023, between Motorsport Games Inc. and Paula Sagnier Limited | 8-K | 001-39868 | 10.1 | 2/14/23 |
| 10.38+ | 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 | 8-K | 001-39868 | 10.1 | 4/19/23 |
| 10.39 | Assignment and Assumption Agreement, dated as of October 3, 2023, among Motorsport Games Inc., 704GAMES LLC and iRacing.com Motorsport Simulations, LLC | 8-K | 001-39868 | 10.1 | 10/5/23 | |
| 10.40* | 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 | 8-K | 001-39868 | 10.2 | 10/5/23 | |
| 10.41* | 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 | 8-K | 001-39868 | 10.3 | 10/5/23 | |
| 10.42+ | Offer letter, dated November 3, 2023, between Motorsport Games Inc. and Stanley Beckley | 10-Q | 001-39868 | 10.4 | 11/7/23 | |
| 10.43+ | Employment Agreement, effective as of January 1, 2020, by and between Motorsport Gaming US LLC and Dmitry Kozko | S-1 | 333-251501 | 10.11 | 12/18/20 | |
| 10.44+ | Amendment, dated June 18, 2021, to Employment Agreement, effective as of January 1, 2020, by and between Motorsport Games Inc. and Dmitry Kozko | 8-K | 001-39868 | 10.1 | 6/21/21 | |
| 10.45+ | Amendment to Employment Agreement, dated October 20, 2022, by and between Motorsport Games Inc. and Dmitry Kozko | 8-K | 001-39868 | 10.1 | 10/21/22 | |
| 21.1 | Subsidiaries of Motorsport Games Inc. | X | ||||
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act | X | ||||
| 31.2 | Certification of Interim Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act | X | ||||
| 32.1 | Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | X |
| 97.1+ | Motorsport Games Inc. Clawback Policy | X |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X |
| * | Portions of the exhibit, marked by brackets, have been omitted in accordance with applicable SEC rules. The Company agrees to furnish an unredacted copy of this exhibit to the SEC upon request. |
|---|---|
| + | Indicates management contract or compensatory plan. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.