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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): June 21, 2022

 

Motorsport Games Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39868   86-1791356

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (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 5.07Submission of Matters to a Vote of Security Holders.

 

Motorsport Games Inc. (the “Company”) held its Annual Stockholders’ Meeting on June 21, 2022 (the “2022 Annual Meeting”). The matters voted upon at the Company’s 2022 Annual Meeting and the results of such voting are set forth below:

 

Proposal 1: Based on the voting results set forth below, at the 2022 Annual Meeting the Company’s stockholders duly elected each of the following Class II director nominees to serve for a 2-year term expiring as of the Company’s annual stockholders’ meeting to be held in 2024:

 

Director Nominee   Votes For   Votes Withheld   Broker Non-Votes
Dmitry Kozko   79,145,338   39,008   1,067,078
Francesco Piovanetti   78,085,718   98,628   1,067,078
Neil Anderson   77,151,543   1,032,803   1,067,078

 

The Board has determined that each of Mr. Piovanetti and Mr. Anderson qualifies as an independent director.

 

Proposal 2: Based on the voting results set forth below, at the 2022 Annual Meeting the Company’s stockholders duly ratified the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

 

Votes For   Votes Against   Abstentions*
79,218,404   25,611   7,409

 

*There were no broker non-votes with respect to the ratification of the Audit Committee’s selection of Grant Thornton LLP, as this was a “routine” proposal.

 

 
 

 

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: June 22, 2022 By: /s/ Dmitry Kozko
    Dmitry Kozko
    Chief Executive Officer