Mobile Global Esports (OTC: MGAM) boosts authorized common stock to 300M

Rhea-AI Filing Summary

Mobile Global Esports Inc. increased the number of authorized shares of its common stock from 100,000,000 to 300,000,000 through a Certificate of Amendment to its Delaware certificate of incorporation dated January 12, 2026. The amendment was previously approved by stockholders by written consent on December 5, 2025, as described in the company’s Schedule 14C information statement. This change expands the total number of shares the company is permitted to issue in the future under its charter.

Insights

Equity capital markets analyst

Mobile Global Esports tripled its authorized common shares, expanding future equity capacity.

Mobile Global Esports Inc. amended its certificate of incorporation to raise authorized common stock from 100,000,000 to 300,000,000 shares. Authorized shares represent the maximum number the company is legally permitted to issue, not necessarily the number currently outstanding.

This change was approved by stockholders by written consent on December 5, 2025, and became effective when the Certificate of Amendment was filed on January 12, 2026. The amendment gives the company more flexibility to undertake equity-related actions, such as potential future financings, equity compensation, or stock-based transactions, if it chooses.

The actual impact on existing stockholders will depend on whether, when, and how many of these additional authorized shares are ultimately issued. Future disclosures in company communications and periodic reports would be needed to see how the enlarged authorization is used.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 12, 2026

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

N/A

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 12, 2026, Mobile Global Esports Inc. (the “Company”) filed a Certificate of Amendment with the Secretary of State of the State of Delaware to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 300,000,000. The Certificate of Amendment was approved by the Company’s stockholders by written consent in lieu of a meeting on December 5, 2025, as reported in the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 22, 2025.

The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
3.1		Certificate of Amendment to Certificate of Incorporation dated January 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: January 12, 2026

	MOBILE GLOBAL ESPORTS INC.
	By:	/s/ Brett Rosin
		Brett Rosin
		Chief Executive Officer

2

FAQ

What corporate change did Mobile Global Esports (MGAM) report in this 8-K?

Mobile Global Esports Inc. reported that it amended its certificate of incorporation to increase the number of authorized shares of its common stock. The amendment was documented in a Certificate of Amendment filed in Delaware on January 12, 2026.

How many authorized common shares does Mobile Global Esports (MGAM) have after the change?

After the change, Mobile Global Esports Inc. has 300,000,000 authorized shares of common stock, up from 100,000,000 authorized shares before the amendment.

Did Mobile Global Esports (MGAM) shareholders approve the increase in authorized shares?

Yes. The increase in authorized common stock was approved by the company’s stockholders by written consent in lieu of a meeting on December 5, 2025, as referenced in a Definitive Information Statement on Schedule 14C filed on December 22, 2025.

When did the amendment to Mobile Global Esports’ certificate of incorporation take effect?

The Certificate of Amendment to increase authorized common stock to 300,000,000 shares was filed with the Delaware Secretary of State on January 12, 2026, which is the date of the reported corporate action.

Does this Mobile Global Esports (MGAM) action mean new shares were issued immediately?

The action described increases the number of common shares the company is authorized to issue under its charter. It describes a charter amendment and does not describe any specific issuance of new shares.

Where can investors see the full text of Mobile Global Esports’ charter amendment?

The full text of the Certificate of Amendment is included as Exhibit 3.1, titled "Certificate of Amendment to Certificate of Incorporation dated January 12, 2026," and is incorporated by reference.