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Current Report · Items 1.01, 3.02, 9.01 · 8-K

MOBILE GLOBAL ESPORTS INC

MGAMOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities

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”).…

Filed Oct 20, 2025Accepted Oct 20, 2025, 5:04 PM EDTCIK 1886362Accession 0001213900-25-100416
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Company context

We are a technology and intellectual-property-driven gaming and digital entertainment company developing proprietary platforms that deliver skill-based, data-supported, and highly personalized interactive experiences. The Company’s focus is on creating curated engagement products that blend fantasy sports frameworks, predictive modeling, gamification mechanics, and behavioral personalization to drive user participation through direct team ownership across underserved and emerging segments of the sports entertainment marketplace.

Current securities

Recent company filings

  1. 10-Q filingMay 15, 2026
  2. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementMay 4, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsApr 24, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsApr 13, 2026
  5. 10-K filingMar 31, 2026

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
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 3.02Item 3.02 - Unregistered Sales of Equity
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).
Filed exhibits (1)
EX-99.1 (by filename) ea026179701ex99-1_mobile.htm

EX-99.1 3 ea026179701ex99-1_mobile.htm PRESS RELEASE DATED OCTOBER 20, 2025 Exhibit 99.1 MGAM Signs Definitive Agreement to Acquire Reality Sports Online Assets, Accelerating Fantasy Sports Growth Accelerates Expansion into Fantasy Sports and Predictive Gaming; Adds Proven Contract-Based Platform Built on NFL Rules and Real-World Economics WESTPORT, CT, CA / ACCESS Newswire / October 20, 2025 / Mobile Global Esports Inc. (“MGAM” or the “Company”) (OTC:MGAM), a technology and IP company at the intersection of iGaming, fantasy sports, and entertainment, today announced that it has entered into a definitive asset purchase agreement (the “Agreement”) to acquire substantially all assets of Reality Sports Online (“RSO”), a leading fantasy sports platform built on real-world NFL rules, player contracts, and salary-cap dynamics. The transaction is expected to close on or about the first week of November 2025, subject to customary closing conditions. Upon completion, MGAM will assume ownership of RSO’s technology, intellectual property, and operating platform. At the same time, the RSO founding team will continue collaborating with MGAM on product expansion and new feature developmen…

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