Mobile Global Esports Files 8-K on Key Agreements
Ticker: MGAM · Form: 8-K · Filed: Dec 2, 2025 · CIK: 1886362
| Field | Detail |
|---|---|
| Company | Mobile Global Esports, Inc. (MGAM) |
| Form Type | 8-K |
| Filed Date | Dec 2, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $75,000, $65,000, $0.06, $10,000,000, $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
TL;DR
MOGO filed an 8-K on 12/1/25 covering new deals, debt, and stock sales.
AI Summary
On December 1, 2025, Mobile Global Esports, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The filing also covers financial statements and exhibits.
Why It Matters
This 8-K filing indicates potential new financial commitments and equity transactions for Mobile Global Esports, Inc., which could impact its financial structure and shareholder equity.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Numbers
- 001-41458 — SEC File Number (Identifies the company's filing history with the SEC.)
- 86-2684455 — IRS Employer Identification No. (Tax identification number for the company.)
Key Players & Entities
- Mobile Global Esports, Inc. (company) — Registrant
- December 1, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-41458 (other) — SEC File Number
- 86-2684455 (other) — IRS Employer Identification No.
- 500 Post Road East, 2nd Floor Westport, CT 06880 (address) — Principal executive office address
FAQ
What is the nature of the material definitive agreement entered into by Mobile Global Esports, Inc.?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
What type of direct financial obligation was created?
The filing states the creation of a direct financial obligation, but the specifics of the obligation are not detailed in the provided text.
What were the terms of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities, but the number of shares, price, or other terms are not specified in this excerpt.
What is the significance of the filing date of December 1, 2025?
December 1, 2025, is the date of the earliest event reported in this 8-K filing.
Where are Mobile Global Esports, Inc.'s principal executive offices located?
The principal executive offices of Mobile Global Esports, Inc. are located at 500 Post Road East, 2nd Floor, Westport, CT 06880.
Filing Stats: 1,297 words · 5 min read · ~4 pages · Grade level 12.5 · Accepted 2025-12-02 16:01:53
Key Financial Figures
- $75,000 — missory note in the principal amount of $75,000 (the "Promissory Note") for which the C
- $65,000 — ch the Company received net proceeds of $65,000. The proceeds from the sale of the Prom
- $0.06 — default. The conversion price shall be $0.06 per share (the "Fixed Price"), however,
- $10,000,000 — d the Investor agreed to purchase up to $10,000,000 (the "Commitment Amount") of the Compan
- $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Purchase Shares"). The
Filing Documents
- ea0267954-8k_mobile.htm (8-K) — 34KB
- ea026795401ex10-1_mobile.htm (EX-10.1) — 59KB
- ea026795401ex10-2_mobile.htm (EX-10.2) — 105KB
- ea026795401ex10-3_mobile.htm (EX-10.3) — 171KB
- ea026795401ex10-4_mobile.htm (EX-10.4) — 79KB
- 0001213900-25-117231.txt ( ) — 721KB
- mgam-20251201.xsd (EX-101.SCH) — 3KB
- mgam-20251201_lab.xml (EX-101.LAB) — 33KB
- mgam-20251201_pre.xml (EX-101.PRE) — 22KB
- ea0267954-8k_mobile_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Promissory Note Purchase Agreement On December 1, 2025, Mobile Global Esports, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Promissory Note Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $75,000 (the "Promissory Note") for which the Company received net proceeds of $65,000. The proceeds from the sale of the Promissory Note shall be used for working capital. The Promissory Note carries an interest rate of 10%, which shall be applied to the principal on the issuance date of the Promissory Note, and is payable on the maturity date of December 1, 2026. The Promissory Note is convertible into common stock of the Company at any time after the 180 th daily anniversary of the Promissory Note or at any time following an event of default. The conversion price shall be $0.06 per share (the "Fixed Price"), however, if 6 months after the date of issuance the Company's common stock trades below $0.06 for more than 5 consecutive trading days, then the Fixed Price shall be lowered to the lowest traded price during the default period. In the event that the Company's common stock trades below such adjusted price per share for more than 5 consecutive trading days, then the Fixed Price shall be eliminated and the conversion price shall reset to the lowest traded price throughout the period of default and shall be re-adjusted every 21 days that the Promissory Note remains in default. The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the failure to maintain a listing on the OTC Markets. The Promissory Note also contains customary covenants. At no t
03 Creation of a Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information provided above in Item 1.01 regarding the issuance of the Promissory Note and the 500,000 commitment shares is incorporated by reference into this Item 3.02. The Promissory Note and commitment shares issued to the Investor were or will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 Form of Securities Purchase Agreement for Promissory Note between the Company and ClearThink Capital Partners, LLC 10.2 Form of Promissory Note issued by the Company in favor of ClearThink Capital Partners, LLC 10.3 Form of Securities Purchase Agreement for ELOC between the Company and ClearThink Capital Partners, LLC 10.4 Form of Registration Rights Agreement between the Company and ClearThink Capital Partners, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE 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. Dated: December 2, 2025 MOBILE GLOBAL ESPORTS INC. By: /s/ Brett Rosin Brett Rosin Chief Executive Officer 3