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Washington, DC 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): October 26, 2023


Motorsport Games Inc.

(Exact name of registrant as specified in its charter)









(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


5972 NE 4th Avenue

Miami, FL



(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (305) 507-8799



(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 1.02 Termination of a Material Definitive Agreement.


On October 26, 2023, BARC (TOCA) Limited (“BARC”), the exclusive promoter of the British Touring Car Championship (the “BTCC”), delivered notice to Motorsport Games Inc. (the “Company”) terminating the license agreement, dated May 29, 2020, by and between BARC and the Company (the “BTCC License Agreement”). The termination of the BTCC License Agreement was effective as of November 3, 2023. Pursuant to the BTCC License Agreement, the Company had been granted an exclusive license to use certain licensed intellectual property for motorsports and/or racing video gaming products related to, themed as, or containing the BTCC, on consoles and mobile applications, esports series and esports events. BTCC’s decision to terminate the BTCC License Agreement was due to the Company not satisfying certain of its obligations under the BTCC License Agreement, including the release and sale of BTCC gaming and esports products within two years of the effective date off the BTCC License Agreement and the payment of certain royalties, including certain minimum annual guarantees. Following the termination of the BTCC License Agreement, all outstanding royalties payable and other sums payable by the Company to BARC, became due and payable. As of the date of this Current Report on Form 8-K, approximately $0.8 million was due to BARC.







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: November 6, 2023 By: /s/ Stephen Hood
    Stephen Hood
    Chief Executive Officer and President