Mobile Global Esports (OTC: MGAM) issues $150k convertible note

Rhea-AI Filing Summary

Mobile Global Esports Inc. entered into a material financing agreement by issuing a convertible promissory note with an aggregate principal amount of $150,000, including $15,000 of original issue discount, to an investor. The note bears 6% annual interest and matures on September 15, 2026.

Beginning six months after issuance, the investor may convert the note into common stock at a price equal to 65% of the market price, defined as the lowest trading price over the 15 trading days before conversion. The company may prepay the note at escalating premiums ranging from 110% of principal shortly after issuance up to 140% if prepaid between 150 and 180 days after issuance.

Insights

Credit and capital structure analyst

MGAM adds small high-discount convertible note with flexible prepayment.

Mobile Global Esports entered into a convertible note for $150,000 principal, including $15,000 original issue discount, at 6% interest, maturing on September 15, 2026. This provides near-term funding through debt that can later be converted into common stock.

The conversion price is set at 65% of the market price, using the lowest trading price over the prior 15 trading days, which allows the investor to convert at a substantial discount if they choose. That structure can lead to share issuance tied to market performance, with the actual impact depending on future trading prices and conversion decisions.

The company has the option to prepay the note at premiums that step up from 110% to 140% of principal between the issuance date and 180 days after issuance. This creates an economic trade-off: early repayment could limit future conversions but would require paying a premium over face value.

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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): September 16, 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 communication 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 September 16, 2025, Mobile Global Esports, Inc. (the “Company”) issued a convertible promissory note in the aggregate principal amount of $150,000 of which $$15,000 is original issue discount (the “Note”) to an investor (the “Investor”).

The Note bears interest at 6% per annum and has a maturity date of September 15, 2026. In addition, the Note is convertible into the Company’s common stock beginning six (6) months after issuance at a conversion price equal to 65% multiplied by the Market Price. Market Price means the lowest trading price of the common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Note may be prepaid by the Company at 110% beginning on the date of issuance until twenty nine (29) days following the issuance date, 115% beginning on the thirtieth (30^th) day following the issuance date and ending fifty nine (59) days following the issuance date, 125% beginning on the sixtieth (60^th) day following the issuance date and ending on the eighty ninth (89^th) day following the issuance date, 130% beginning on the ninetieth (90^th) day following the issuance date and ending on the one hundred nineteenth (119^th) day following the issuance date, 135% beginning on the one hundred twentieth (120^th) day following the issuance date and ending on the one hundred forty ninth (149^th) day following the issuance date and 140% beginning on the one hundred fiftieth (150^th) day following the issuance date and ending one hundred eighty (180) days following the issuance date .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

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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: September 22, 2025

MOBILE GLOBAL ESPORTS INC.

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

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FAQ

What financing did MGAM enter into on September 16, 2025?

On September 16, 2025, Mobile Global Esports Inc. (MGAM) issued a convertible promissory note to an investor with an aggregate principal amount of $150,000, including $15,000 of original issue discount.

What are the key terms of MGAMs new convertible note?

The note has $150,000 principal, bears 6% interest per year, and matures on September 15, 2026. It includes a $15,000 original issue discount, meaning the cash received is less than face value.

How is the conversion price of MGAMs note into common stock determined?

Starting six months after issuance, the note is convertible into MGAM common stock at a price equal to 65% of the Market Price, where Market Price is defined as the lowest trading price during the 15 trading days before the conversion date.

When can Mobile Global Esports prepay the convertible note and at what premiums?

MGAM may prepay the note from issuance up to 180 days after issuance at escalating premiums, starting at 110% of principal shortly after issuance and increasing stepwise up to 140% for prepayments made between the 150th and 180th day after issuance.

What SEC items does this 8-K from MGAM address?

The 8-K describes under Item 1.01 MGAMs entry into a material definitive agreement for the convertible note and under Item 2.03 the creation of a direct financial obligation, incorporating the same note terms by reference.

On which market is Mobile Global Esports common stock listed?

The filing states that Mobile Global Esports common stock is registered for trading on the OTC Pink Sheets.