MSGM — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On July 22, 2026, our Board of Directors approved and adopted a preferred stock rights agreement and authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Class A Common Stock to stockholders of record as of the close of business on August 3…

• In connection with the adoption of the Rights Agreement, on July 22, 2026, our Board of Directors adopted a Certificate of Designations of Series A Participating Preferred Stock (the “Certificate of Designations”) setting forth the rights, powers, and preferences of the Series A Preferred Stock. The…

• On July 22, 2026, our Board of Directors determined to amend our Bylaws by adopting certain Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective as of such date. The Amended and Restated Bylaws modified provisions of the Bylaws including, but not limited to:

• ●Conduct of Meetings: The Amended and Restated Bylaws provide that our Board of Directors or the presiding officer of any stockholders meeting has broad authority, to the maximum extent permitted by applicable law, to establish the rules, regulations, and procedures necessary or desirable for the pr…

• ●Adjournment, Postponements and Cancellations of Stockholders’ Meetings: The Amended and Restated Bylaws provide that if a quorum is not present or represented at any stockholders’ meeting, a majority of the voting power of our stockholders present in person or represented by proxy at the meeting or…

Text removed vs the prior filing · source: 10-Q · 2026-05-13

• Pursuant to the Repurchase Agreement, we filed a preliminary information statement on Schedule 14C with the SEC relating to the approval of the Charter Amendment and the Bylaws Amendment on April 23, 2026, and we filed a definitive information statement relating to such matters on May 4, 2026. Under…

• Prior to the closing of the transactions contemplated in the Repurchase Agreement, Driven Lifestyle controlled more than a majority of our issued and outstanding voting shares. After such closing, Driven Lifestyle held 6.10% of the total voting power of our outstanding common stock by virtue of bene…

• Development expenses consist of the cost to develop the games we produce, which includes salaries, benefits, and operating expenses of our in-house development teams, as well as consulting expenses for any contracted external development. Development expenses also include expenses relating to our so…

• We did not organize a Le Mans Virtual Series (“LMVS”) event in 2026 or 2025, resulting in no earned sponsorship or events revenue in 2026 and 2025 in our Esports segment.

• Consolidated cost of revenues was $0.5 million for 2026 and 2025, respectively, which primarily consists of amortization and royalty expenses in both periods.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• ● requiring that stockholders who wish to bring stockholder proposals, including proposed nominations, before an annual meeting comply with the advance notice and procedural requirements set forth in the Amended and Restated Bylaws;

• ● authorizing an individual acting as chairman of a meeting of our stockholders to, for any or no reason, adjourn, recess, postpone, or cancel any such meeting;

• ● creating a classified board of directors of two staggered classes;

• ● providing our board of directors with the exclusive ability to fill director vacancies;

• ● prohibiting our stockholders from calling special meetings of stockholders; and

Text removed vs the prior filing · source: 10-Q · 2026-05-13

• ● permitting our board of directors to issue preferred stock without stockholder approval; and

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On August 12, 2026, the Board approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and our directors and executive officers for the purpose of providing our directors and executive officers with, among other things, contractual rights …

• The Indemnification Agreement clarifies and supplements the indemnification coverage provided in our Certificate of Incorporation and Amended and Restated Bylaws. Among other things, the Indemnification Agreement requires us to indemnify our directors and executive officers to the fullest extent per…

• Subject to certain limited exceptions, the Indemnification Agreement also provides for the mandatory advancement of expenses (including attorneys’ fees) incurred by a director or executive officer in defending any such proceeding in advance of its final disposition, upon receipt of an undertaking by…

• The Indemnification Agreement also establishes procedures for applying for indemnification, determines the allocation of the burden of proof, sets forth presumption standards in favor of the indemnified party, and clarifies that our obligations under the Indemnification Agreement are primary to any …

• The Indemnification Agreement provides that the indemnification rights provided thereunder are not exclusive of any other rights that an indemnified person may have under any statute, provision of our Certificate of Incorporation or Amended and Restated Bylaws, any agreement, or vote of stockholders…

Text removed vs the prior filing · source: 10-Q · 2026-05-13

• On May 12, 2026, Citibank extended the maturity date of the Citibank Promissory Note by one year to February 20, 2028. For further information on the Credit Agreement with Citibank and the Citibank Promissory Note, see the section titled “Liquidity and Capital Resources—Citibank Line of Credit” in I…

• During the three months ended March 31, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K.