Motorsport Games Inc.

DEF 14A 1 formdef14a.htm DEF 14A

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

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, OCTOBER 24, 2025

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Motorsport Games Inc., a Delaware corporation (the “Company”), to be held on October 24, 2025, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027.

At the Special Meeting, you will be asked: (1) to approve the exercise of the Warrants (as defined below) issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), under applicable rules and regulations of the Nasdaq Stock Market LLC (Proposal No. 1); and (2) to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1 (Proposal No. 2). No other matters will be considered at the Special Meeting

In a private placement transaction that closed on July 29, 2024 (the “Private Placement”), the Company issued the Warrants, which were comprised of the following: (i) Series A warrants (the “Series A Warrants”) to purchase up to 460,830 shares of Class A common stock; (ii) Series B warrants (the “Series B Warrants,” and collectively with the Series A Warrants, the “Purchase Warrants”) to purchase up to 460,830 shares of Class A common stock, which Purchase Warrants were purchased by two institutional investors (the “Investors”) in the Private Placement; and (iii) placement agent warrants (the “Placement Agent Warrants” and collectively with the Purchase Warrants, the “Warrants”) to purchase up to 27,650 shares of Class A common stock (the “Placement Agent Warrants”) that were issued to designees of H.C. Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”) as compensation for Wainwright acting as placement agent in connection with the Private Placement.

On or about September 9, 2025, we will commence mailing the Notice of Internet Availability of Proxy Materials. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the proxy statement and a proxy card or voting instruction form on or about September 9, 2025. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials.

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YOUR VOTE IS IMPORTANT

The close of business on August 27, 2025, has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on August 27, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

The proxy card or voting instruction form, as applicable, will entitle you to vote your shares on the matters presented at the Special Meeting, even if you are unable to attend in person. Please mark the proxy card to indicate your vote, date and sign the proxy card and return it in the enclosed envelope as soon as possible for receipt prior to the Special Meeting, or follow the instructions in the accompanying proxy materials to vote via the internet. Regardless of the number of shares you own, please be sure you are represented at the Special Meeting either by attending in person or by returning your proxy by mail or voting on the internet as soon as possible.

Our Board recommends that you vote “FOR” Proposal Nos. 1 and 2.

Our Board is deeply committed to the Company, its stockholders and enhancing stockholder value and we thank you for your ongoing support and continued interest in Motorsport Games.

Sincerely,

/s/ Stephen Hood

Stephen Hood

Miramar, Florida

September 9, 2025

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**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, OCTOBER 24, 2025, AT 11:00 A.M. LOCAL TIME

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Motorsport Games Inc., a Delaware corporation (the “Company”), will be held on Friday, October 24, 2025, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 3350 SW 148th Avenue, Suite 207, Miramar, Florida 33027, to consider the following matters, as more fully described in the proxy statement accompanying this notice:

In a private placement transaction that closed on July 29, 2024 (the “Private Placement”), the Company issued the Warrants, which were comprised of the following: (i) Series A warrants (the “Series A Warrants”) to purchase up to 460,830 shares of Class A common stock; (ii) Series B warrants (the “Series B Warrants,” and collectively with the Series A Warrants, the “Purchase Warrants”) to purchase up to 460,830 shares of Class A common stock, which Purchase Warrants were purchased by two institutional investors (the “Investors”) in the Private Placement; and (iii) placement agent warrants (the “Placement Agent Warrants” and collectively with the Purchase Warrants, the “Warrants”) to purchase up to 27,650 shares of Class A common stock (the “Placement Agent Warrants”) that were issued to designees of H.C. Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”) as compensation for Wainwright acting as placement agent in connection with the Private Placement.

Stockholders of record at the close of business on August 27, 2025 are entitled to notice of and to vote at our Special Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the Special Meeting in person.

On or about September 9, 2025, we will commence mailing the Notice of Internet Availability of Proxy Materials. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the proxy statement and a proxy card or voting instruction form on or about September 9, 2025. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, OCTOBER 24, 2025

The proxy statement is available atwww.proxyvote.com.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY card) AND SUCH MATERIALS WILL BE SENT TO YOU.

Our Board recommends that you vote “FOR” Proposal Nos. 1 and 2.

BY ORDER OF THE BOARD OF DIRECTORS

Sincerely,

/s/ Stephen Hood

Stephen Hood Chief Executive Officer and President

Miramar, Florida

September 9, 2025

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Table of Contents

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3350 SW 148 th Avenue, Suite 207

Miramar, Florida 33027

**SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON

FRIDAY, OCTOBER 24, 2025

PROXY STATEMENT