Current Report Filing (8-k)
08 Junho 2023 - 5:02PM
Edgar (US Regulatory)
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2023-06-08
2023-06-08
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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 8, 2023
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 5.07 | Submission
of Matters to a Vote of Security Holders. |
Motorsport
Games Inc. (the “Company”) held its Annual Stockholders’ Meeting on June 8, 2023 (the “2023 Annual Meeting”).
The matters voted upon at the Company’s 2023 Annual Meeting and the results of such voting are set forth below:
Proposal
1: Based on the voting results set forth below, at the 2023 Annual Meeting the Company’s stockholders duly elected each
of the following Class I director nominees to serve for a 2-year term expiring as of the Company’s annual stockholders’ meeting
to be held in 2025:
Director
Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
Andrew
P. Jacobson |
|
8,556,561 |
|
4,137 |
|
429,614 |
Navtej
Singh Sunner |
|
8,529,792 |
|
30,906 |
|
429,614 |
The
Board has determined that each of Mr. Andrew P. Jacobson and Mr. Navtej Singh Sunner qualifies as an independent director.
Proposal
2: Based on the voting results set forth below, at the 2023 Annual Meeting the Company’s stockholders duly approved the
issuance by the Company of 21,394 restricted shares of the Company Class A common st0ock to Frank Sagnier as partial consideration for
services to the Company pursuant to the Consultancy Agreement effective as of February 1, 2023, as required by and in accordance with
NASDAQ Listing Rule 5635:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
8,516,325 |
|
43,509 |
|
867 |
|
429,614 |
Proposal
3: Based on the voting results set forth below, at the 2023 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, 2023:
Votes
For |
|
Votes
Against |
|
Abstentions* |
8,981,507 |
|
2,185 |
|
6,620 |
*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 8, 2023 |
By: |
/s/
Stephen Hood |
|
|
Stephen
Hood |
|
|
Chief
Executive Officer and President |
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