MGAM Mobile Global Esports Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 26, 2025

 

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

 

 

(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 communication 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 26, 2025, Mobile Global Esports, Inc. (the “Company”) entered into an employment agreement (the “Agreement”) with Mark J. Keeley whereby Mr. Keeley will be employed by the Company as Chief Financial Officer. Pursuant to the Agreement, Mr. Keeley will receive 3,000,000 shares of common stock of the Company.

 

A copy of the Agreement is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1	Employment Agreement dated February 26, 2025 by and between Mobile Global Esports Inc. and Mark J. Keeley.

 

 

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: February 27, 2025

  

MOBILE GLOBAL ESPORTS INC.

  

	By:	/s/ Brett Rosin
		Brett Rosin
		Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective February 26, 2025 (hereinafter called “Start Date”) by and between Mobile Global Esports Inc., a Delaware-based, OTC-registered, stock-based, for-profit corporation having an office and principal place of business at 500 Post Road East, Westport, Connecticut 06880 (hereinafter called “MGAM”) and Mark J. Keeley of 411 Walnut Street, PMB 16617, Green Cove Springs, FL 32043 (hereinafter called “Employee” and each a “Party” together the “Parties”).

 

WHEREAS, Employee desires to be employed by MGAM as the Chief Financial Officer (“CFO”); and

 

WHEREAS, This Agreement shall be governed by the laws of the State of Connecticut and shall be construed in accordance therewith.

 

NOW, THEREFORE, for and in consideration of the promises and covenants herein contained, and other good and valuable consideration, the receipt whereof by each Party hereto is hereby acknowledged, the Parties agree as follows:

 

1. Employment: MGAM hereby agrees to employ Employee, and Employee hereby accepts employment, to render CFO services upon all of the terms and conditions hereinafter set forth.

 

2. Term and Termination: This Agreement shall commence on the Start Date and will continue automatically unless either Party gives the other Party written notice that it wishes to terminate this Agreement. Notice of termination by either Party must be given at least 14 (fourteen) days before the termination will occur. MGAM is relying on Employee to begin providing services under this Agreement on the designated Start Date and Employee affirms Employee’s commitment to commence services on the designated Start Date.

 

3. Compensation and Benefits. For all services rendered by Employee under this Agreement, MGAM shall pay Employe compensation which shall consist of share-based compensation. Share-based compensation in Company shares will be 3,000,000 (three million) issued at the market price of $0.010 on the Start Date. In addition to compensation, Employee will have the opportunity to participate in any various Company benefit plans, as they are established by the Company. Employee’s employment shall be contingent upon MGAM’s maintenance of a Directors and Officers (D&O) insurance policy with the CFO being a covered officer of MGAM. During the term of this Agreement, Employee will be reimbursed for fees required for Employee to maintain Employee’s existing status as a Certified Public Accountant (CPA), as well as Employee’s reasonable expenses incurred for the benefit of MGAM.

 

 

4. Extent of Services and Responsibilities: Employee’s duties shall include, but not be limited to, those outlined in the MGAM job description for the position of CFO, as may be from time to time modified by MGAM, and such additional duties as may reasonably be assigned by MGAM.

 

5. Disclosure and Confidentiality of Information: Employee recognizes and acknowledges that Employee will be given access to certain of MGAM’s confidential business data including, but not limited to, methods of operation, software products and the like; and that the same are valuable, special and unique assets of MGAM’s business. Employee will not and shall not, during or after the termination of Employee’s employment, irrespective of the time, manner or cause of said termination, directly or indirectly, disclose any confidential data and/or trade secrets to any person, firm, corporation, association, or other entity. Upon termination of Employee’s employment, irrespective of the time, manner or cause of said termination, Employee will surrender to MGAM all lists, books, records, materials, memoranda, and any other MGAM property belonging to MGAM.

 

6. Miscellaneous.

 

(a) This Agreement constitutes the entire Agreement regarding the terms and conditions of Employee’s employment with the MGAM. It supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment.

 

(b) The terms of Employee’s employment shall be governed by the laws of Connecticut. By signing this Agreement, Employee agrees that any action, demand, claim or counterclaim in connection with any aspect of Employee’s employment with MGAM, or any separation of employment (whether voluntary or involuntary) from MGAM, shall be resolved in a court of competent jurisdiction in Connecticut.

 

(c) The terms and provisions of this Agreement may be modified or amended only by written agreement executed by both Parties. The terms and provisions of this Agreement may be waived, or consent for the departure from its terms granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent. As this Agreement is personal to Employee, Employee may not assign Employee’s rights and obligations under this Agreement. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the Parties and shall inure to the benefit of any successors and/or permitted assigns of the Parties.

 

 

Acknowledged and agreed:

 

	EMPLOYEE
	By:	/s/ Mark J. Keeley
		Mark J. Keeley
	MGAM
	By:	/s/ Brett Rosin

 

v3.25.0.1

Cover	Feb. 26, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2025
Entity File Number	001-41458
Entity Registrant Name	Mobile Global Esports Inc.
Entity Central Index Key	0001886362
Entity Tax Identification Number	86-2684455
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Post Road East
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Westport
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06880
City Area Code	475
Local Phone Number	666-8401
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MGAM
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---