Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-018755

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001821175

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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--12-31

0001821175

2026-04-22

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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): April 22, 2026

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.)

3350

SW 148th Avenue, Suite 207

Miramar, FL

33027

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (305) 413-0812

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 ☒

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

1.01. Entry into a Material Definitive Agreement.

April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”)

with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company

purchased 904,395 shares

of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)

held by Driven Lifestyle (the “Class A Shares”). The Agreement provides for the Shares to be purchased at a price of $4.11,

which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading

days immediately preceding the signing of the Agreement. Pursuant to Section 1 of Article V of the Company’s Certificate of Incorporation,

as amended (the “Certificate of Incorporation”), upon the repurchase of the Class A Shares, all shares of the Company’s

Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”) held by Driven Lifestyle shall be cancelled.

Pursuant

to the Agreement Driven Lifestyle executed an irrevocable written consent (the “Stockholder Consent”) in its capacity as

the holder of at least two thirds of the voting power of the Class A Common Stock and Class B Common Stock, voting together as a single

class, approving a Certificate of Amendment (the “Charter Amendment”) to the Certificate of Incorporation and Amendment No.

2 (the “Bylaws Amendment”) to the Company’s Bylaws, as amended (the “Bylaws”). The Charter Amendment provides

as follows:

● Section

A of Article IX of the Certificate of Incorporation shall be amended to provide that the

Company reserves the right to amend, alter, change or repeal any provision contained in the

Certificate of Incorporation in the manner now or hereafter prescribed in the Certificate

of Incorporation, and by the laws of the State of Delaware, and all rights conferred upon

stockholders in the Certificate of Incorporation, as so amended, are granted subject to this

reservation, which consent shall be reasonably satisfactory to the Company.

● Section

B of Article IX of the Certificate of Incorporation shall be amended to provide that the

Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors

or a simple majority of all of the then outstanding shares of the capital stock of the Company

entitled to vote generally in the election of directors, which consent shall be reasonably

satisfactory to the Company; and

● Section

C of Article VII of the Certificate of Incorporation shall be amended to provide that any

action required or permitted to be taken by the stockholders of the Company must be effected

at a duly called annual or special meeting of stockholders of the Company and may not be

effected by any consent in writing by such stockholders, which consent shall be reasonably

satisfactory to the Company.

The

Bylaws Amendment provides as follows:

● Section

6.07 of the Bylaws shall be amended to provide that the Bylaws may be altered, amended or

repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of

the then outstanding shares of the Company’s capital stock entitled to vote generally

in the election of directors, which consent shall be reasonably satisfactory to the Company;

and

● Section

2.07 of the Bylaws shall be amended to provide that any action required or permitted to be

taken by the Company’s stockholders must be effected at a duly called annual or special

meeting of stockholders of the Company and may not be effected by any consent in writing

by such stockholders.

The

Agreement also provides that the Company shall file an Information Statement on Schedule 14C (the “Information Statement”)

with the Securities and Exchange Commission (the “SEC”) relating to the approval of the Charter Amendment and the Bylaws

Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the approval of the Charter Amendment and the Bylaws Amendment may

not take effect before a date which is 20 calendar days after a Definitive Information Statement is first provided to stockholders.

The

transactions contemplated in the Agreement were subject to customary closing conditions. The Company further agreed not to take or effect

any of the corporate actions approved by the Stockholder Consent prior to the later of: (i) the next business day following the closing

or (ii) after all requisite waiting periods for taking such corporate actions under SEC rules and regulations have passed.

The

foregoing descriptions of the Agreement, the Charter Amendment, and the Bylaws Amendment do not purport to be complete and are qualified

in its entirety by reference to each such document, copies or forms of which are filed as Exhibit 10.1, 3.1, and 3.2, respectively,

to this Current Report on Form 8-K and are incorporated by reference herein.

Item

2.01. Completion of Acquisition or Disposition of Assets.

The

disclosures set forth above under Item 1.01 relating to the repurchase of the Class A Shares are incorporated by reference herein.

Item

3.03. Material Modification to Rights of Security Holders.

The

disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference

herein.

Item 5.01 Changes in Control of Registrant.

The disclosures set forth above under Item

1.01 relating to the repurchase of the Class A Shares and the cancellation of the shares of Class B Common Stock are incorporated

by reference herein. Prior to the closing of the transactions contemplated in the Agreement, Driven Lifestyle controlled more than a

majority of our issued and outstanding voting shares. After such closing, Driven Lifestyle holds 6.10% of the total voting power of our

outstanding common stock by virtue of beneficially owning 254,453 shares, or 6.10%, of our Class A Common Stock and zero shares

of our Class B Common Stock. After such closing, Sharp Arrow Global Tech Ventures L.P., which was previously our second-largest

stockholder, holds 32.15% of the total voting power of our outstanding common stock by virtue of beneficially owning 1,463,637 shares

(including 377,836 shares underlying a pre-funded warrant currently exercisable), or 32.15%, of our Class A Common Stock.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting “), the Company’s stockholders approved

an Amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2021 Equity Incentive Plan (the “Plan”)

to increase the number of shares of Class A Common Stock that the Company will have authority to grant under the plan from 100,000 to

600,000. A description of the Plan is set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting, as filed

with the SEC on March 16, 2026 (the “Proxy Statement”), in the section entitled “Proposal No. 2—The Incentive

Plan Increase Proposal,” which is incorporated herein by reference. The description is qualified in its entirety by reference to

the full text of the Plan Amendment, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated

herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

disclosures set forth above under Item 1.01 relating to the Charter Amendment and the Bylaws Amendment are incorporated by reference

herein.

Item

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

Action

by Written Consent

April 22, 2025, Driven Lifestyle delivered to the Company the Stockholder Consent in its capacity as the holder of at least two thirds

of the voting power of the Class A Common Stock and Class B Common Stock, voting together as a single class, approving the Charter Amendment

and the Bylaws Amendment (the “Approved Matters”). Because the Stockholder Consent is sufficient to satisfy the stockholder

vote requirement under the Delaware General Corporation Law (the “DGCL”) for the approval of the Approved Matters, no additional

stockholder vote will be needed for their approval. Consequently, the Company will not be soliciting proxies or holding a meeting of

stockholders to consider the Approved Matters.

Pursuant

to Section 228 of the DGCL, Section 2.07 of the Bylaws, and Section 14(c) of the Securities Exchange Act of 1934, as amended, and the

regulations promulgated thereunder, including Regulation 14C, the Information Statement will be filed with the SEC and sent or given

to the stockholders of the Company to provide prompt notice of the taking of a corporate action by written consent of stockholders to

the Company’s stockholders who have not consented in writing to such action.

Annual

Meeting

April 23, 2026, the Company held the Annual Meeting which had been adjourned from April 17, 2026 due to lack of quorum, at which the

Company’s stockholders were asked to consider and vote on five proposals, each of which is listed below and described in more detail

in the Proxy Statement. With respect to each proposal, holders of Class A Common Stock were entitled to cast one vote per share held

as of the close of business on February 27, 2026 (the “Record Date”) and holders of Class B Common Stock were entitled to

cast ten votes per share held as of the close of business on the Record Date. On the Record Date there were 5,078,450 shares of Class

A Common Stock and 700,000 shares of Class B Common Stock issued and outstanding and entitled to vote at the 2026 Annual Meeting.

The

following are the final results of voting on each of the proposals presented at the Annual Meeting:

Proposal

No. 1: Election of Class I Directors.

The

Company’s stockholders elected each of John Delta and Guoquan (Paul) Huang.

Nominee

Votes

For

Votes

Withheld

Broker

Non-Votes

John

Delta

9,051,977

35,668

865,619

Guoquan

(Paul) Huang

9,072,843

14,802

865,619

Proposal

No. 2: Amendment to the Incentive Plan

The

Company’s stockholders approved the Plan Amendment.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,022,451

59,200

5,994

865,619

Proposal

No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The

Company’s stockholders ratified the selection of Grassi & Co. CPAs, P.C. as the Company’s independent registered public

accounting firm for the year ending December 31, 2026.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,948,319

2,915

2,030

Proposal

No. 4: Issuance of Shares of Common Stock Upon Exercise of Warrants

The

Company’s stockholders approved the exercise of the warrants issued by the Company on July 29, 2024 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.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,849,974

53,973

183,698

865,619

Proposal

No. 5: Adjournment of the 2026 Annual Meeting

The

Company’s stockholders approved the adjournment of the Annual 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. 4.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,027,835

57,982

1,828

865,619

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

3.1

Form

of Certificate of Amendment to the Certificate of Incorporation, as amended, of Motorsport Games Inc.

3.2

Form

of Amendment No. 2 to the Bylaws of Motorsport Games Inc.

10.1

Share Repurchase Agreement, dated April 22, 2026, by and between Motorsport Games Inc. and Driven Lifestyle Group LLC

10.2

Amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

April 23, 2026

By:

/s/

Stephen Hood

Stephen

Hood

Chief

Executive Officer and President

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

FORM

OF CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

Motorsport

Games Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State

of Delaware, hereby certifies, effective as of 12:01 a.m. Eastern Time on ______________, 2026, as follows:

The

Corporation filed its Certificate of Incorporation with the Secretary of State of the State of Delaware on January 8, 2021 (the “Certificate”).

This

Certificate of Amendment amends the provisions of the Certificate.

Section

A of Article IX of the Certificate is hereby amended and restated as follows:

“A.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or

hereafter prescribed by statute and this Certificate, and all rights conferred upon the stockholders herein are granted subject to this

reservation.”

Section

B of Article IX of the Certificate is hereby amended and restated as follows:

“B.

The Board is expressly empowered to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws of the Corporation. Any

alteration, amendment or repeal of the Bylaws of the Corporation by the Board or adoption of new bylaws by the Board shall require the

approval of a majority of the authorized number of directors. The stockholders shall also have power to alter, amend or repeal the Bylaws

of the Corporation or adopt new Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class

or series of stock of the Corporation required by law or by this Certificate, such action by stockholders shall require the affirmative

vote of the holders of greater than fifty percent (50%) of the voting power of all of the then-outstanding shares of the capital stock

of the Corporation entitled to vote generally in the election or directors, voting together as a single class.”

Section

C. of Article VII of the Certificate is deleted in its entirety, and the following is substituted in lieu thereof:

“C.

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special

meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.”

This

Certificate of Amendment was duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law

of the State of Delaware.

All

other provisions of the Certificate shall remain in full force and effect.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this __th day of ______, 2026.

MOTORSPORT GAMES INC.,

a Delaware corporation

By:

Name:

Title:

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

FORM

OF AMENDMENT NO. 2 TO THE BYLAWS OF

MOTORSPORT GAMES INC.

This

Amendment No. 2 (this “Amendment”) to the Bylaws of Motorsport Games Inc., a Delaware corporation (the “Corporation”),

as adopted pursuant to Section 6.07 of said by-laws, is effective as of the [●] day of ______, 2026.

Article

2.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof:

“Section

2.07. Action by Consent. Any action required or permitted to be taken by the stockholders of the Corporation must be effected

at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such

stockholders.”

Article

6.07 of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof:

“Section

6.07. Amendments. The Board of Directors is expressly empowered to alter, amend or repeal these bylaws or adopt new bylaws. Any

alteration, amendment or repeal of these bylaws by the Board of Directors or adoption of new bylaws by the Board of Directors shall require

the approval of a majority of the authorized number of directors. The stockholders shall also have power to alter, amend or repeal these

bylaws or adopt new bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation

required by law or by the certificate of incorporation, such action by stockholders shall require the affirmative vote of the holders

of greater than fifty percent (50%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation

entitled to vote generally in the election or directors, voting together as a single class.”

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit 10.1

Execution Copy

REPURCHASE AGREEMENT

This

Share Repurchase Agreement (this “Agreement”) is dated as of April 22, 2026, between Driven Lifestyle Group LLC, a

Florida limited liability company (the “Seller”), and Motorsport Games Inc., a Delaware corporation (the “Company”).

WHEREAS,

the Seller owns (i) 1,158,848 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A

Common Stock”), and (ii) 700,000 shares (the “Class B Shares”) of the Company’s Class B Common Stock,

par value $0.0001 per share (the “Class B Common Stock), and the Company desires to purchase from the Seller, and Seller

desires to sell to the Company, 904,395 shares of the Class A Common Stock (the “Class A Shares”; and together with

all of the Class B Shares, the “Shares”) upon the terms and conditions hereinafter set forth herein (the “Share

Repurchase”);

WHEREAS,

the Seller was issued all 700,000 Class B Shares at the time of the effectiveness of the Company’s initial registration statement

filed in connection with the Company’s IPO when the Seller acquired 700,000 of the Class A Shares;

WHEREAS,

Article V, Section 8 of the Company’s Certificate of Incorporation, as amended, provides as follows:

“8.

Relinquishment of Shares of Class B Common Stock. The sole holder of Class B Common Stock will initially have the right to acquire

the same number of shares of Class B Common Stock as the number of shares of Class A Common Stock acquired by such holder at the time

immediately prior to the effectiveness (the “Effective Time”) of the registration statement of the Corporation

filed in connection with the IPO (the “Initial Class A Shares”). The number of the authorized shares of Class

B Common Stock shall equal the number of shares of Class B Common Stock issued to such holder at the Effective Time. In the

event such holder of Class B Common Stock relinquishes beneficial ownership of any of such holder’s Initial Class A Shares at any

time, one share of Class B Common Stock held by such holder will be cancelled for each such share of Initial Class A Shares no longer

beneficially owned by such holder or its affiliates. Any pledge of any shares of any shares of the Initial Class A Shares

by such holder or its affiliates will not constitute a relinquishment of such beneficial ownership of the Initial Class A Shares. Such

holder of shares of Class B Common Stock shall not have transfer, conversion, registration or economic rights with respect to such shares

of Class B Common Stock (emphasis added)”; and

WHEREAS,

in light of the fact that 700,000 of the Class A Shares being transferred pursuant to this Agreement constitute “Initial Class

A Shares” within the meaning of Article V, Section 8 of the Company’s Certificate of Incorporation, upon the Seller’s

transfer of such Class A Shares to the Company hereunder, all of the Class B Shares will be relinquished and cancelled.

NOW,

THEREFORE, IN CONSIDERATION of the premises, the mutual covenants contained in this Agreement, and for other good and valuable consideration

the receipt and adequacy of which are hereby acknowledged, the Company and the Seller agree as follows:

ARTICLE I.

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Action”

means an action, suit, inquiry, notice of violation, proceeding or investigation before or by any court, arbitrator, governmental or

administrative agency or regulatory authority.

“Board

of Directors” means the Company’s board of directors.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in Miami, Florida are authorized or required

by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be

authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in Miami, Florida are generally

open for use by customers on such day.

“Bylaws”

means the Company’s Bylaws, as amended.

“Certificate

of Incorporation” means the Company’s Certificate of Incorporation, as amended.

“Closing”

means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“Closing

Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Company’s obligation to pay the Purchase Price and (ii) the Seller’s obligation

to deliver the Class A Shares, in each case, have been satisfied or waived; it being the intent of the parties to close as soon as possible

following the mailing of the Information Statement to the Company’s stockholders.

“Company

Counsel” means Blank Rome LLP, with offices located at 1271 Avenue of the Americas, New York, NY 10020.

“Information

Statement” shall have the meaning set forth in Section 4.1 below.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Purchase

Price” means the aggregate amount to be paid for Class A Shares purchased hereunder.

“SEC”

means the U.S. Securities and Exchange Commission.

“Transaction

Documents” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated

hereunder.

“Transfer

Agent” means ClearTrust, LLC located at 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558, and any successor transfer

agent of the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Seller agrees to sell, and the

Company agrees to purchase from the Seller, the 904,395 Class A Shares owned by it at a purchase price per share equal to $4.11 (based

on the five day average closing price of the Class A Common Stock). On the Closing Date, the Company shall deliver to the Seller, via

wire transfer, immediately available funds equal to the Purchase Price, without deduction or setoff of any kind or amount. The Seller

shall deliver the Shares to the Company by delivering executed stock powers, given that the Shares are uncertificated, and the Company

and the Seller shall deliver the other items set forth in Section 2.2 deliverable at the Closing. The parties acknowledge that upon payment

of the Purchase Price, all Class B Shares shall be relinquished and cancelled. Upon satisfaction of the covenants and conditions set

forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location (including remotely by

electronic transmission).

2.2

Deliveries.

(a)

On or prior to the Closing Date, the Seller shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by the Seller;

(ii)

Seller’s wire instructions;

(iii)

a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to return and deliver the Shares to the Company,

which evidence shall be reasonably satisfactory to the Company and executed stock powers transferring the Shares to the Company; and

(iv)

a certificate, dated and duly executed as of the Closing Date on behalf of the Seller by a duly authorized officer of the Seller that

each of the conditions set forth in Section 2.2(a) and Section 2.2(b) have been satisfied.

(b)

In addition, as soon as practicable following the date hereof, the Seller shall deliver or cause to be delivered to the Company the following,

each of which will take effect no earlier than the consummation of the transactions contemplated by this Agreement:

(i)

Seller’s irrevocable written consent in its capacity as the holder of at least two thirds of the voting power of the Class A Common

Stock and Class B Common Stock, voting together as a single class, to amend Section A of Article IX of the Certificate of Incorporation

to provide that the Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation

in the manner now or hereafter prescribed in the Certificate of Incorporation, and by the laws of the State of Delaware, and all rights

conferred upon stockholders in the Certificate of Incorporation, as so amended, are granted subject to this reservation, which consent

shall be reasonably satisfactory to the Company;

(ii)

Seller’s irrevocable written consent in its capacity as the holder of at least two thirds of the voting power of the Class A Common

Stock and Class B Common Stock, voting together as a single class, to amend Section B of Article IX of the Certificate of Incorporation

to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority

of all of the then outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, which

consent shall be reasonably satisfactory to the Company;

(iii)

Seller’s irrevocable written consent in its capacity as the holder of at least two thirds of the voting power of the Class A Common

Stock and Class B Common Stock, voting together as a single class, to amend Section C of Article VII of the Certificate of Incorporation

to provide that any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual

or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders, which consent

shall be reasonably satisfactory to the Company;

(iv)

Seller’s irrevocable written consent, in its capacity as the holder of at least two thirds of the voting power of the Class A Common

Stock and Class B Common Stock, voting together as a single class, to amend Section 6.07 of the Bylaws to provide that the Bylaws may

be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding

shares of the Company’s capital stock entitled to vote generally in the election of directors, which consent shall be reasonably

satisfactory to the Company;

(v)

Seller’s irrevocable written consent in its capacity as the holder of at least two thirds of the voting power of the Class A Common

Stock and Class B Common Stock, voting together as a single class, to amend Section 2.07 of the Bylaws to provide that any action required

or permitted to be taken by the Company’s stockholders must be effected at a duly called annual or special meeting of stockholders

of the Company and may not be effected by any consent in writing by such stockholders; and

(vi)

Seller’s executed proxy card for the Company’s 2026 Annual Meeting of Stockholders as voted in favor of Proposal No. 4 to

approve the exercise of the warrants issued by the Company on July 29, 2024 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 and in favor of Proposal 2 to approve the increase

in the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan to increase the number of shares of the Company’s

Class A common stock available for awards under the Incentive Plan by 500,000 shares.

(c)

On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Seller the following:

(i)

this Agreement duly executed by the Company;

(ii)

the Purchase Price by wire transfer to the account specified in writing by the Seller; and

(iii)

a certificate, dated and duly executed as of the Closing Date on behalf of the Company by a duly authorized officer of the Company that

each of the conditions set forth in Section 2.2(c) have been satisfied.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects when made and on the Closing Date of the Seller’s representations and warranties contained

herein;

(ii)

all obligations, covenants and agreements of the Seller required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the delivery by the Seller of the items set forth in Section 2.2(a) of this Agreement; and

(iv)

the delivery by the Seller of the items set forth in Section 2.2(b) of this Agreement prior to the Closing.

(b)

The obligations of the Seller hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects when made and on the Closing Date of the Company’s representations and warranties contained

herein;

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

and

(iii)

the delivery by the Company of the items set forth in Section 2.2(c) of this Agreement.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. The Company hereby represents and warrants as of the date hereof and as of the

Closing Date to the Seller as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)

Organization; Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the State

of Delaware.

(b)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors, a committee of the Board of Directors, or the Company’s stockholders

in connection herewith or therewith. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery

will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the

valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general

equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies.

(c)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, do not and will not (i) conflict

with or violate any provision of the Company’s or any subsidiary’s certificate or articles of incorporation, bylaws, or other

organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or

both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any subsidiary,

or give to others any rights of termination, amendment, anti-dilution or similar adjustments acceleration or cancellation (with or without

notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or subsidiary debt

or otherwise) or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company

or any subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment,

injunction, decree or other restriction of any court or governmental authority to which the Company or a subsidiary is subject (including

federal and state corporate and securities laws and regulations, such as the Delaware General Corporation Law), or by which any property

or asset of the Company or a subsidiary is bound or affected.

(d)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of

the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,

arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) that would reasonably

be expected to prohibit or restrain the ability of the Company to enter into this Agreement or consummate the transactions contemplated

hereby.

3.2

Representations and Warranties of the Seller. The Seller hereby represents and warrants as of the date hereof and as of the Closing

Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)

Organization; Good Standing. The Seller is duly organized, validly existing and in good standing under the laws of the State of

Florida.

(b)

Authorization; Enforcement. The Seller has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Seller and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller and no further

action is required by the Seller, Seller’s manager’s or Seller’s members in connection herewith or therewith. This

Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the

Seller and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Seller

enforceable against the Seller in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,

insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,

and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)

No Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which

it is a party, and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or

violate any provision of the Seller’s operating agreement, or other organizational or charter documents, or (ii) conflict with,

or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation

of any Lien upon the Shares, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,

decree or other restriction of any court or governmental authority to which the Seller is subject (including federal and state securities

laws and regulations), or by which any property or asset of the Seller or a subsidiary is bound or affected.

(d)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of

the Seller, threatened against or affecting the Seller, or any of its properties before or by any court, arbitrator, governmental or

administrative agency or regulatory authority (federal, state, county, local or foreign) that would reasonably be expected to prohibit

or restrain the ability of the Seller to enter into this Agreement or consummate the transactions contemplated hereby.

(e)

No Liens. Seller owns the Shares and will transfer to the Company good title to the Shares, free and clear of any Liens.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

Information Statement. The Company shall file an Information Statement on Form 14-C (“Information Statement”)

with the SEC following receipt of the irrevocable written consents provided by Seller pursuant to Sections 2.2(b) (ii)-(v) above (the

“Consents”).

4.2

Cancellation of Class B Shares. Upon consummation of the Share Repurchase, the Company shall instruct the Transfer Agent to cancel

and retire the Class B Shares.

4.3

Corporate Actions. The Company covenants and agrees not to take or effect any of the corporate actions approved by the Consents

prior to the later of: (i) the next Business Day following the Closing Date or (ii) after all requisite waiting periods for taking such

corporate actions under SEC rules and regulations have passed. The Seller covenants and agrees not to take any action to withdraw, modify

or supersede the Consents, provided the Closing of the transactions contemplated hereby occurs no later than the Second Business Day

following the date the Company clears all comments on the Information Statement with the SEC.

ARTICLE

MISCELLANEOUS

5.1

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice

delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Company.

5.2

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Business Day; (b) the next Business Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Business Day or

later than 5:30 p.m. (New York City time) on any Business Day; (c) the second (2nd) Business Day following the date of mailing, if sent

by U.S. nationally recognized overnight courier service; or (d) upon actual receipt by the party to whom such notice is required to be

given; provided, however, that any notice sent by means of clause (c) or (d) above must also be sent by email

in accordance with any of clause (a) through (c) above. The address for such notices and communications shall be as set forth on the

signature pages attached hereto.

5.4

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Seller or, in the case of a waiver, by the party against whom enforcement of

any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement

shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition

or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise

of any such right.

5.5

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.6

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of the Seller (other than by merger).

5.7

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction

Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition

to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.9

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares for the

applicable statute of limitations.

5.10

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed

to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.11

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.12

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Seller and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary

damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents

and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at

law would be adequate.

5.13

Further Assurances. Each party to this Agreement shall execute and cause to be delivered to each other party to this Agreement

such instruments and other documents, and shall take such other actions, as such other parties may reasonably request (prior to, at or

after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

5.14

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.

5.15

Termination of Rule 10b5-1 Plan and Waiver of Restricted Period. The Company hereby: (i) acknowledges the Seller’s termination

of its existing Rule 10b5-1 Plan, to facilitate the consummation of the transactions contemplated hereby; (ii) waives any and all restrictions

on trading under its Code of Ethics or other policies, having found that Seller is entering into this Agreement to sell the Shares not

on the basis of any material non-public information and that the transactions contemplated hereby are consistent in all material respects

with the Seller’s objectives in entering into its Rule 10b5-1 Plan; and (iii) pre-clears Seller’s sale of the Shares to the

Company as contemplated hereby.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Share Repurchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

SELLER:

DRIVEN LIFESTYLE

GROUP LLC

Address

for Notices:

5972

NE 4th Avenue

Miami, FL 33137

By:

/s/

Mike Zoi

Name:

Mike

Zoi

E-Mail:

Title:

Manager

COMPANY:

MOTORSPORT GAMES

INC.

Address

for Notices:

3350

SW 148th Avenue, Suite 207

Miramar,

FL 33027

By:

/s/ Stephen Hood

Name:

Stephen

Hood

E-Mail:

Title:

Chief Executive Officer

with a copy to (which shall not constitute

notice):

Attn:

Leslie Marlow, Esq.

Blank

Rome LLP

1271

Avenue of the Americas

New

York, NY 10020

E-Mail:

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit 10.2

AMENDMENT

TO THE Amended and Restated

Motorsport Games INC. 2021 Equity Incentive Plan

Whereas,

the Board of Directors (the “Board”) of Motorsport Games Inc. (the “Company”) heretofore established

the Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”); and

Whereas,

the Board desires to amend the Plan to increase the maximum number of shares of the Company’s Class A common stock, par value $0.0001

per share (the “Common Stock”) available for grants of Awards thereunder by an additional 500,000 shares of

Common Stock to 600,000 shares of Common Stock; and

Whereas,

pursuant to Section 13.1 of the Plan, the Board has the right to amend the Plan with respect to certain matters; and

Whereas,

the Board has approved and authorized this amendment to the Plan (this “Amendment”) and has recommended that the stockholders

of the Company approve this Amendment; and

Whereas,

the stockholders of the Company have approved this Amendment at a duly called meeting; now, therefore, be it

Resolved,

that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, such that Section 5.1 of the

Plan is hereby amended by increasing the share references in such section by an additional 500,000 shares of Common Stock to 600,000

shares of Common Stock, so that the first sentence of Section 5.1 reads in its entirety as follows:

Subject

to adjustment as provided in Section 10, the aggregate number of shares of Stock reserved and available for grant pursuant to the Plan

shall be 600,000 shares.

Except

as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force

and effect.

[Signature

page follows.]

witness whereof, the Company has caused this Amendment

to be signed this 23rd day of April, 2026.

MOTORSPORT

GAMES INC.

By:

/s/

Stephen Hood

Name:

Stephen

Hood

Title:

Chief

Executive Officer

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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