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Game Your Game Inc. received a beneficial ownership report from Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife. The group reports beneficial ownership of 1,437,361 shares of common stock, representing 9.99% of the company’s 14,388,000 shares outstanding as of March 31, 2026.
The ownership arises from Pre-Delivery Shares and rights under a Securities Purchase Agreement, a Secured Convertible Promissory Note, and two warrants, all subject to a contractual ownership cap of 9.99% of outstanding shares.
Game Your Game, Inc. filed a prospectus supplement covering the potential resale of up to 16,072,730 shares of common stock by existing “Registered Stockholders” in connection with its direct listing on Nasdaq. These are secondary sales; the company will not receive proceeds from these stockholder resales.
Separately, the company completed a second closing under a Securities Purchase Agreement with Streeterville Capital, issuing 8,000 shares of Series A Convertible Preferred Stock for $8,000,000. The Series A carries a 10% annual preferred return, is initially convertible at $8.00 per share (with a $4.00 floor and 9.99% beneficial ownership cap), and is part of a facility allowing purchases of up to $40,000,000 of preferred stock. The company must register the resale of conversion shares within specified deadlines or pay 1% cash penalties of the preferred balance for delays.
Game Your Game, Inc. reported completing the second closing under its Securities Purchase Agreement with Streeterville Capital, LLC in connection with its Nasdaq direct listing. The company issued and sold 8,000 shares of Series A convertible preferred stock for an aggregate purchase price of $8,000,000, as part of Streeterville’s commitment to purchase up to $40,000,000 of this preferred stock.
Each Series A preferred share has a stated value of $1,111.11, is initially convertible into common stock at a $8.00 fixed price (with a $4.00 floor after certain events), and is subject to a 9.99% beneficial ownership limitation. The preferred stock carries a 10% annual preferred return, increasing to 15% after an Event of Default, payable in cash or additional preferred shares. The company must register the resale of conversion shares within 20 days of the direct listing, or pay Streeterville incremental 1% cash fees of the preferred share outstanding balance for registration delays, and the preferred is senior to the common stock with covenants restricting certain company actions without Required Holder consent.
Game Your Game, Inc. is registering the potential resale of up to 16,072,730 shares of common stock by existing stockholders in connection with its direct listing on the Nasdaq Capital Market under the symbol “GYGY”. The company will not receive any proceeds from these sales. Trading is expected to begin on or around July 30, 2026, after which the company will be a “controlled company” under Nasdaq rules because former CEO Nadir Ali will indirectly beneficially own approximately 65% of the voting power of outstanding common stock.
The company amended a related-party unsecured promissory note with Grafiti LLC, keeping the maximum principal at $3,000,000, extending the maturity to July 31, 2027 with automatic monthly extensions if repayment caps are observed, and waiving prior payment defaults. Repayment is limited to $500,000 in the first full month after listing and $150,000 per month thereafter, with lower caps if the stock trades below $4.00, plus up to 15% of cash proceeds from future financings.
Through a separate letter agreement, Grafiti Group LLC, as sole holder of Series A Convertible Preferred Stock and controlling stockholder, agrees not to seek an issuer redemption of the Series A and temporarily waives specified Trigger Event protections around the listing period, preventing related value and conversion-price increases for events during that time. The board was reconstituted, with Nadir Ali resigning and Soumya Das and independent director Adam Benson joining, and Benson designated as an audit committee financial expert.
Game Your Game, Inc. entered into a Third Amendment and Waiver to its unsecured promissory note with majority owner Grafiti LLC, extending the note’s 10% debt maturity from June 30, 2026 to July 31, 2027, with automatic one‑month extensions while the company complies with new repayment limits tied to its planned direct listing and future financings. The amendment also waives any default from missing the prior maturity date and clarifies that interest continues to accrue.
The parent company agreed in a separate Letter Agreement not to seek optional redemptions of its Series A convertible preferred stock while it remains the controlling stockholder and temporarily waived “Trigger Event” protections that could increase the preferred’s stated value or adjust its conversion price during the quarter of the direct listing. Governance changes include Nadir Ali’s resignation and the appointment of Soumya Das as board chair and Adam Benson as an independent director and audit committee financial expert. The company expects its common stock to begin trading on the Nasdaq Capital Market around July 30, 2026 under the symbol GYGY, completing a direct listing.