Mobile Global Esports Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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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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