Corporate Action (Form 8-K)

Item 3.03. Material Modifications to Rights of Security Holders.

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

At the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Motorsport Games Inc. (the "Company") held on April 23, 2026 (the "Stockholder Approval Date"), the Company's stockholders approved the exercise of the warrants issued by the Company on July 29, 2024 (the "Warrants") to purchase up to an aggregate of 949,310 shares of Class A Common Stock, under applicable rules and regulations of the Nasdaq Stock Market LLC.

The Warrants consist of: (a) Series A Warrants to purchase up to 460,830 shares of Class A Common Stock at an exercise price of $2.17 per share (the "Series A Warrants"); (b) Series B Warrants to purchase up to 460,830 shares of Class A Common Stock at an exercise price of $2.17 per share (the "Series B Warrants" and collectively with the Series A Warrants, the "Purchase Warrants"); and (c) warrants to purchase up to 27,650 shares of Class A Common Stock at an exercise price of $2.17125 per share issued to designees of H.C. Wainwright & Co., LLC, as placement agent compensation.

Pursuant to the terms of the Warrants, the Warrants were not exercisable until the Stockholder Approval Date. As a result of the action taken by the Company's stockholders at the Annual Meeting the Warrants became exercisable on April 23, 2026.

The Series A Warrants provide that they shall expire five and half years after the Stockholder Approval Date and the Series B Warrants provide that they shall expire 18 months after the Stockholder Approval Date. As a result of the action taken by the Company's stockholders at the Annual Meeting the Series A Warrants will expire on October 23, 2031, and the Series B Warrants expire on October 25, 2027. In addition, the holders of the Purchase Warrants have agreed that the Company's repurchase of shares of its Class A Common Stock from Driven Lifestyle Group LLC will not constitute a "Fundamental Transaction" under the Warrants.