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):  August 2, 2022

 

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.)

 

616 South El Camino Real, Suite II

San Clemente, CA, 92672-4294

(Address of principal executive offices and zip code)

(949) 573-0628

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $.0001 per share   MGAM   NASDAQ Exchange

 

(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))

 

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 8.01 Other Events.

 

On August 2, 2022, Mobile Global Esports Inc. (the "Company") issued the news release attached hereto as Exhibit 99.1. In the news release, the Company announced that on said day it had completed its firm underwriting to publicly sell 1,500,000 of its Common Shares, par value $0,0001, and its underwriters elected to exercise in full, provisions for the over-allotment sale of an additional 225,000 Shares of its Common Shares. As a result, the Company sold and issued a total of 1,725,000 shares of its Common Stock at a purchase price of $4.00, raising a total of $6,900,000, (before deduction for underwriter discounts and costs of the offering)

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits 

 

99.1(a) News Release, dated August 2, 2022, titled “Mobile Global Esports (NASDAQ:MGAM) Announces Closing of Previously Announced Initial Public Offering and Exercise of Full Over-Allotment Option for $6.9 Million”.

 

(a) Furnished herewith.

 

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.
     
  By: /s/ David Pross
    David Pross
    Chief Executive Officer
     
  Date: August 2, 2022

 

 

2

 

 

 

Exhibit 99.1

 

 

 

Mobile Global Esports (NASDAQ:MGAM) Announces Closing of Previously Announced Initial Public Offering and Exercise of Full Over-Allotment Option for $6.9 Million

 

San Clemente, CA and Goregaon East, Mumbai, India -- August 2, 2022, Mobile Global Esports Inc. (NASDAQ:MGAM) (“the Company”), a mobile esports company with an esports and social platform that includes proprietary compression technology, as well as holding trademark and IP rights for collegiate esports tournaments and players in India, today announced the closing of the previously announced Initial Public Offering of 1,500,000 common shares at a public offering price of $4.00 per share and the exercise of the full over-allotment option of 225,000 additional common shares for gross proceeds of $6,900,000 before deducting offering expenses.

 

WestPark Capital, Inc. acted as the Sole Book-Runner and Underwriter for the offering.  

 

A registration statement on Form S-1 (File No. 333261877) relating to the common shares was filed with the Securities and Exchange Commission (the “SEC”) and became effective on July 28, 2022. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained on the SEC’s website, www.sec.gov, or from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, CA 90067, by phone at (310) 843-9300, or by email through the contact form at https://wpcapital.com/general-contact-information/.

 

About Mobile Global Esports, Inc.

 

Mobile Global Esports (“MOGO” or “Mogo,” or the “Company”) was organized in March of 2021 to carry on and expand an esports business (the “Business”) started by Sports Industry of India (“SII”), in 2016. Through a series of contracts, the rights to the Business were assigned to MOGO by SII and its affiliates beginning in October of 2021. MOGO is now building out and expanding the business created by SII, which is focused on the rapidly growing esports industry, with special emphasis on India and other South Asian markets.

 

For more information about the Company, please visit https://www.mogoesports.com/ 616 South El Camino Real, San Clemente, CA 92672, (949) 573-0628.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Media Contact: Rich Schineller for Mobile Global Esports, Inc. rich@prmgt.com