MGAM signs asset purchase deal; pays $205,000 plus 5,300,000 shares

Rhea-AI Filing Summary

Mobile Global Esports (MGAM) entered an asset purchase agreement with Reality Sports Online on October 17, 2025. The company will acquire a technology platform, intellectual property, and related assets for $205,000 in cash and 5,300,000 shares of common stock. Closing is subject to specified conditions in the agreement.

The seller agreed to customary representations, warranties, and indemnification, including coverage for certain third‑party claims, subject to an Indemnification Deductible and Liability Cap. The share issuance was made in reliance on Section 4(a)(2) of the Securities Act. MGAM’s common stock is quoted on the OTC Pink Sheets under the symbol MGAM.

Insights

M&A and Capital Markets Analyst

Cash-plus-stock acquisition; equity issuance increases share count.

MGAM agreed to buy a tech platform and IP from Reality Sports Online for a mix of $205,000 cash and 5,300,000 common shares. This structure preserves cash relative to an all-cash deal while transferring value via stock.

The agreement includes customary reps, warranties, and indemnification subject to an Indemnification Deductible and Liability Cap, which can help manage post-closing risk. Closing remains contingent on stated conditions, so completion timing depends on satisfying those conditions.

Issuing 5,300,000 shares increases the company’s share count. The shares were offered under Securities Act Section 4(a)(2). Actual impact will depend on closing and subsequent integration outcomes disclosed in future company communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 17, 2025

Mobile Global Esports Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41458		86-2684455
(State or other jurisdiction of		(Commission File Number)		IRS Employer
incorporation or organization)				Identification No.)

500 Post Road East, 2nd Floor

Westport, CT 06880

(Address of principal executive offices)

Registrant’s telephone number, including area code: (475) 666-8401

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		MGAM		OTC Pink Sheets

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement.

On October 17, 2025, Mobile Global Esports, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Reality Sports Online, Inc. (the “Seller”). Pursuant to the Agreement, the Seller agreed to sell, and the Company agreed to purchase a technology platform, intellectual property, and other related assets associated with the Seller’s business (the “Purchased Assets”).

In consideration for the Purchased Assets, the Company has agreed to pay $205,000 to the Seller and issue to the Seller, 5,300,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The Agreement contains certain representations, warranties and covenants of the parties that are customary for agreements of its type. In addition, the Seller has agreed to indemnify the Company for any inaccuracy in or breach of the Agreement, any unpaid indebtedness or transaction expenses of the Seller at or prior to closing, and certain third-party claims, in each case subject to the Indemnification Deductible and Liability Cap (as defined in the Agreement). The closing is subject to the satisfaction or waiver of certain conditions set forth in the Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the press release announcing the Agreement between the Company and the Seller is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

The offer and sale to the Seller of the Shares was made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Asset Purchase Agreement, dated October 17, 2025, between the Company and Reality Sports Online, Inc.
99.1		Press release dated October 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 20, 2025

MOBILE GLOBAL ESPORTS INC.

	By:	/s/ Brett Rosin
		Brett Rosin
		Chief Executive Officer

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FAQ

What did MGAM agree to acquire in the October 17, 2025 deal?

MGAM agreed to acquire a technology platform, intellectual property, and related assets from Reality Sports Online.

What is the consideration MGAM will pay for the acquisition?

MGAM will pay $205,000 in cash and issue 5,300,000 shares of common stock.

Is the MGAM acquisition subject to any conditions?

Yes. Closing is subject to satisfaction or waiver of conditions specified in the asset purchase agreement.

Under what exemption will the MGAM shares be issued?

The offer and sale of the shares were made in reliance on Section 4(a)(2) of the Securities Act of 1933.

Does the agreement include indemnification?

Yes. The seller agreed to indemnify MGAM for certain matters, subject to an Indemnification Deductible and Liability Cap.

Where is MGAM’s common stock quoted?

MGAM’s common stock is quoted on the OTC Pink Sheets under the symbol MGAM.

When was the agreement announced?

The agreement was signed on October 17, 2025, and a press release dated October 20, 2025 was referenced.