UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Motorsport Games Inc. (the “Company”) held a Special Meeting of Stockholders on October 25, 2024 (the “Special Meeting”), at which the Company’s stockholders voted on two proposals (the “Proposals”) and cast their votes as described below. These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on September 10, 2024 (the “Definitive Proxy Statement”). The matters voted upon at the Company’s Special Meeting and the results of such voting are set forth below.
At the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:
Proposal 1: The approval to exercise warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), under applicable rules and regulations of the Nasdaq Stock Market LLC. This proposal is referred to as the “Warrant Exercise Proposal.”
The Company’s stockholders did not approve the Warrant Exercise Proposal based on the votes below:
| Votes For | Votes Against | Abstentions* | ||
| 210,069 | 8,524,301 | 1,133 |
Proposal 2: Approval for one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Warrant Exercise Proposal. This proposal is referred to as the “Adjournment Proposal.”
The stockholders approved the Adjournment Proposal based on the votes listed below. However, a decision was made not to adjourn the Special Meeting to a later date:
| Votes For | Votes Against | Abstentions* | ||
| 8,689,341 | 45,037 | 1,125 |
*There were no broker non-votes with respect to the Warrant Exercise Proposal or the Adjournment Proposal, as such proposals were “non-routine” proposals.
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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: October 25, 2024 | By: | /s/ Stephen Hood |
| Stephen Hood | ||
| Chief Executive Officer and President | ||
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