Mobile Global Esports (MGAM) raises $130,000 via discounted convertible note

Rhea-AI Filing Summary

Mobile Global Esports Inc. entered into a Securities Purchase Agreement with an investor on May 1, 2026, under which it issued a convertible promissory note with an aggregate principal amount of $130,000, including $13,000 of original issue discount.

The Note bears interest at 6% per annum and matures on April 28, 2027. Beginning six months after issuance, it is convertible 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 increasing premiums ranging from 110% to 140% of the principal depending on when prepayment occurs within the first 180 days after issuance.

Insights

Capital structure analyst

MGAM raises $130,000 via discounted convertible note with flexible prepayment.

Mobile Global Esports is adding short-term debt by issuing a $130,000 convertible note at 6% interest with original issue discount. This provides cash funding but introduces a security that can turn into equity at a significant discount to market.

The conversion price is set at 65% of the lowest trading price over a 15-day window, which can increase dilution if the share price declines. However, the company retains the option to prepay the note at escalating premiums from 110% to 140% during the first 180 days, potentially limiting conversion if it has sufficient cash.

Overall impact depends on future share price and whether the issuer elects to prepay before conversion eligibility begins six months after issuance. Subsequent disclosures could clarify how much of the note, if any, is actually converted into stock versus repaid in cash by the April 28, 2027 maturity.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Convertible note principal: $130,000 Original issue discount: $13,000 Interest rate: 6% per annum +4 more

7 metrics

Convertible note principal $130,000 Aggregate principal amount of note issued May 1, 2026

Original issue discount $13,000 Portion of the $130,000 principal designated as discount

Interest rate 6% per annum Stated annual interest on the convertible note

Maturity date April 28, 2027 Date when the note becomes due if not earlier converted or prepaid

Conversion discount 65% of Market Price Conversion price equals 65% of lowest trading price over prior 15 days

Prepayment premiums 110%–140% of principal Premium range for prepayments within 180 days after issuance

Conversion start Six months after issuance Earliest date note becomes convertible into common stock

Key Terms

Securities Purchase Agreement, convertible promissory note, original issue discount, Market Price, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"the Company issued a convertible promissory note in the aggregate principal amount of $130,000"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"aggregate principal amount of $130,000, of which $13,000 is original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Market Price financial

"conversion price equal to 65% multiplied by the Market Price. Market Price means the lowest trading price"

Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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) May 1, 2026

Mobile Global Esports Inc.

(Exact name of registrant as specified in its charter)

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

500 Post Road East, 2^nd Floor

Westport, CT 06880

(Address of principal executive offices, including ZIP code)

(475) 666-8401

(Registrant’s telephone number, including area code)

Not Applicable

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

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))

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

Indicate by check mark whether the registrant is an emerging growth company 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 May 1, 2026, Mobile Global Esports, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $130,000, of which $13,000 is original issue discount (the “Note”). The Purchase Agreement contains standard representations and warranties of the Company and the Investor customary for transactions of this type.

The Note bears interest at 6% per annum and has a maturity date of April 28, 2027. 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.

The Purchase Agreement and the Note are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of such documents.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Convertible Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1 

SIGNATURES

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.

	Mobile Global Esports Inc.
Date: May 4, 2026	By:	/s/ Brett Rosin
		Brett Rosin
		Chief Executive Officer

2 

FAQ

What financing did Mobile Global Esports (MGAM) enter on May 1, 2026?

Mobile Global Esports issued a $130,000 convertible promissory note to an investor. The note includes a $13,000 original issue discount, bears 6% annual interest, and gives the company near-term funding with potential future share conversion.

What are the key terms of MGAM’s new convertible note?

The MGAM note has $130,000 principal, including $13,000 original issue discount, and carries 6% annual interest. It matures on April 28, 2027 and becomes convertible into common stock six months after issuance, using a discounted market-based conversion price formula.

How is the conversion price determined for MGAM’s convertible note?

The conversion price equals 65% of the Market Price, where Market Price is defined as the lowest trading price of MGAM common stock during the 15 trading days ending on the trading day before the conversion date, creating a substantial discount to recent trading levels.

When does MGAM’s convertible note mature and when is conversion allowed?

The note matures on April 28, 2027, setting the final repayment date. Conversion into MGAM common stock can begin six months after issuance, giving the investor flexibility to convert during the remaining term, subject to the Market Price formula.

Can Mobile Global Esports prepay the new convertible note, and at what cost?

Yes. MGAM may prepay the note at premiums between 110% and 140% of principal, depending on timing within the first 180 days. Earlier prepayments carry lower premiums, while later ones in that window require higher percentage payouts to the investor.

What agreements did MGAM file related to this financing transaction?

Mobile Global Esports filed a Securities Purchase Agreement and the form of the convertible note. These are included as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference, detailing representations, warranties, and full financing terms.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 54.3 KB
• EX-10.2 FORM OF CONVERTIBLE NOTE 69.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB