Game Your Game (GYGY) secures $8M from $40M preferred stock deal

Rhea-AI Filing Summary

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.

Positive

• Access to up to $40,000,000 in preferred equity from Streeterville Capital provides a substantial committed funding source to support Game Your Game, Inc.’s capital needs, with $8,000,000 already received at the second closing.
• The Streeterville investment is structured with a 9.99% beneficial ownership cap and a $4.00 conversion floor, which together place defined limits on ownership concentration and downside-linked share issuance.

Negative

• The Series A Convertible Preferred Stock carries a relatively high 10% annual preferred return, increasing to 15% after an Event of Default, creating a meaningful ongoing capital cost burden.
• The agreement requires timely registration of conversion shares or the company must pay 1% cash penalties of the Preferred Share Outstanding Balance for each delay period, adding potential cash outflow risk.

Filing Explained

Existing common holders now rank behind issued preferred stock with conversion-related dilution still conditional.

The July 30 second closing was completed: the company issued and sold $8,000,000 of Series A preferred stock to Streeterville, adding a security senior to common stock and consent rights over certain company actions.

The preferred stock is convertible under stated pricing terms, but conversion is a separate conditional step; any resulting common-stock issuance would reduce existing holders’ percentage ownership absent offsetting changes, rather than representing dilution completed at this closing.

The filing also states that Nadir Ali indirectly controls approximately 65% of the voting power, making the company a Nasdaq “controlled company” that may use specified governance exemptions, although it says it does not currently intend to do so.

Key Figures

Resale registration size: 16,072,730 shares of common stock Preferred equity facility: $40,000,000 Second closing proceeds: $8,000,000 +5 more

8 metrics

Resale registration size 16,072,730 shares of common stock Shares registered for potential resale by Registered Stockholders in connection with Nasdaq direct listing

Preferred equity facility $40,000,000 Maximum aggregate commitment under Securities Purchase Agreement with Streeterville Capital

Second closing proceeds $8,000,000 Aggregate purchase price for 8,000 Series A Preferred shares at the second closing

Series A stated value $1,111.11 per share Stated value of each share of Series A Convertible Preferred Stock

Initial conversion price $8.00 Initial fixed conversion price per share of common stock for Series A Preferred

Conversion floor price $4.00 Minimum price used when conversion is based on market price after certain events

Preferred return rate 10% per annum (15% after Event of Default) Annual preferred return on Series A Preferred Stock, payable quarterly

Beneficial ownership cap 9.99% Maximum beneficial ownership allowed for conversions of Series A Preferred into common stock

Key Terms

direct listing, Series A Convertible Preferred Stock, beneficial ownership limitation, Exchange Cap, +2 more

6 terms

direct listing financial

"relating to the listing (the “Direct Listing”) of the shares of common stock"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

Series A Convertible Preferred Stock financial

"shares of the Company’s Series A convertible preferred stock, par value $0.001 per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

beneficial ownership limitation financial

"Conversions are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Exchange Cap financial

"issuances contemplated by the Preferred Purchase Agreement in excess of the Exchange Cap"

Certificate of Designation regulatory

"subject to the limitations and conditions set forth in the Certificate of Designation"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Company will not receive any proceeds from sales by the Registered Stockholders.

FAQ

What does Game Your Game, Inc. (GYGY) register in this prospectus supplement?

Game Your Game, Inc. registers the potential resale of up to 16,072,730 shares of common stock by existing Registered Stockholders in connection with its Nasdaq direct listing. The company itself will not receive any proceeds from these secondary sales.

Does Game Your Game, Inc. (GYGY) receive cash from this 424B3 resale registration?

No. The registered shares are for resale by existing stockholders, and Game Your Game, Inc. will not receive proceeds from their sale. However, it separately received $8,000,000 from issuing Series A preferred stock to Streeterville Capital.

How much capital is Game Your Game, Inc. (GYGY) raising from Streeterville Capital?

Streeterville Capital committed to purchase up to $40,000,000 of Series A Convertible Preferred Stock. At the second closing, Game Your Game, Inc. issued 8,000 preferred shares for $8,000,000 in gross proceeds, before transaction expenses.

What are the key conversion terms of GYGY’s Series A Convertible Preferred Stock?

Each preferred share has a $1,111.11 stated value and is initially convertible at $8.00 per common share, subject to a $4.00 floor price and a 9.99% beneficial ownership limitation on conversions.

What is the dividend or return on GYGY’s Series A Convertible Preferred Stock?

Each share of Series A Preferred Stock accrues a 10% preferred return per year, payable quarterly in cash or additional preferred shares, at the company’s election, increasing to 15% per year after an Event of Default.

Are there penalties if GYGY’s registration of conversion shares is delayed?

Yes. If the resale registration for conversion shares is not effective within specified deadlines, Game Your Game, Inc. must pay Streeterville a 1% cash fee of the Preferred Share Outstanding Balance for each defined delay period, up to six months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 11:43 AM Accepted by SEC EDGAR 07/30/2026 - 04:38 PM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated July 28, 2026) Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296763

16,072,730 Shares of Common Stock

GAME YOUR GAME, INC.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 28, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (File No. 333-296763) with the information contained in our current report on Form 8-K, filed with the U.S. Securities and Exchange Commission on July 30, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the potential offer and resale from time to time by the stockholders identified in the Prospectus, or their permitted transferees the (“Registered Stockholders”), of up to 16,072,730 shares of our common stock, par value $0.001 per share (the “common stock”), in connection with our direct listing on the Nasdaq Capital Market (“Nasdaq”). We will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.  

Our common stock is currently listed on Nasdaq under the ticker symbol “GYGY.” On July 30, 2026, the closing price of our common stock was $16.00.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. 

We are a “controlled company” under the Nasdaq listing rules because Nadir Ali, our former Chief Executive Officer and director, indirectly beneficially owns approximately 65% of the voting power of our outstanding common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements; however, we do not currently intend to take advantage of any of these exceptions.

Investing in our common STOCK involves a high degree of risk. See “Risk Factors” beginning on page 7 THE prospectus for a discussion of information that should be considered in connection with an investment in our common STOCK. 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if THE prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 30, 2026.

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): July 30, 2026

Game Your Game, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-43419		81-4611894
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

405 Waverley Street, Palo Alto, CA 94301

(Address of principal executive offices and zip code)

(415) 223-4630

(Registrant’s telephone number, including area code)

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))

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, par value $0.001 per share		GYGY		The Nasdaq Stock Market LLC

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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed in the registration statement on Form S-1 (File No. 333-296763) (as amended, the “Registration Statement”) relating to the listing (the “Direct Listing”) of the shares of common stock, par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc. (the “Company”) on The Nasdaq Stock Market LLC (“Nasdaq”), on June 30, 2026, the Company entered into that certain Securities Purchase Agreement (the “Preferred Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which Streeterville committed to purchase up to $40,000,000 in shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), from time to time, subject to certain limitations and conditions set forth in the Preferred Purchase Agreement.

In accordance with the terms of the Preferred Purchase Agreement, on July 30, 2026, the Company completed the second closing contemplated thereunder in connection with the Direct Listing. At the second closing, the Company issued and sold to Streeterville 8,000 shares of Series A Preferred Stock (the “Initial Preferred Shares”) for an aggregate purchase price of $8,000,000, before deducting transaction expenses payable to Streeterville. The Initial Preferred Shares were issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Prior to the second closing, the Company obtained the stockholder approval required by Nasdaq Listing Rule 5635(d) in connection with the issuances contemplated by the Preferred Purchase Agreement in excess of the Exchange Cap (as defined therein).

The Initial Preferred Shares are convertible into shares of Common Stock upon the terms and subject to the limitations and conditions set forth in the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on June 30, 2026 (the “Certificate of Designation”). Each share of Series A Preferred Stock has a stated value of $1,111.11 per share. The conversion price is initially equal to $8.00 (the “Fixed Price”) and, after the occurrence of a Trigger Event or an Event of Default (each as defined in the Certificate of Designation), if any, it will be equal to the lesser of the Fixed Price and the Market Price (as defined in the Certificate of Designation), subject in each case to a floor price of $4.00 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions). Conversions are subject to a 9.99% beneficial ownership limitation. Each share of Series A Preferred Stock accrues a preferred return at the rate of 10% per annum (15% per annum following an Event of Default), payable quarterly in cash or in additional shares of Series A Preferred Stock, at the Company’s election.

Pursuant to the Preferred Purchase Agreement, the Company is obligated to register the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, including the Initial Preferred Shares issued at the second closing, within 20 days of the date of the Direct Listing. If a registration statement covering such resale is not declared effective within 60 days of the date of the Direct Listing, the Company will be obligated to pay Streeterville a cash fee equal to 1% of the Preferred Share Outstanding Balance (as defined in the Preferred Purchase Agreement), and an additional 1% for each 30-day period thereafter that such registration statement remains ineffective, until the earlier of its effectiveness or six months following the date of the Direct Listing.

The Preferred Purchase Agreement and Certificate of Designation were previously described in the Registration Statement, and such descriptions of the Preferred Purchase Agreement and the Certificate of Designation contained therein are incorporated herein by reference. The Preferred Purchase Agreement was filed as Exhibit 10.24 and the Certificate of Designation was filed as Exhibit 3.5 to the Registration Statement. The foregoing summary of the Preferred Purchase Agreement and the Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of such documents, which were filed as exhibits to the Registration Statement and are incorporated herein by reference.

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Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 3.02 above and in the Registration Statement regarding the terms of the Series A Preferred Stock, including its seniority to the Common Stock and the covenants restricting the Company’s ability to take certain actions without the consent of the Required Holders (as defined in the Certificate of Designation), is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on June 30, 2026 (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the SEC on June 30, 2026).
10.1#		Securities Purchase Agreement, dated June 30, 2026, by and between Game Your Game, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the SEC on June 30, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# The exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the SEC upon request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 30, 2026	Game Your Game, Inc.
	By:	/s/ Soumya Das
		Soumya Das
		Chief Executive Officer

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