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0002111846
0002111846
2026-08-24
2026-08-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 24, 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
1.01 Entry into a Material Definitive Agreement.
On
August 24, 2026 (the “Effective Date”), Game Your Game, Inc. (the “Company”) entered into a Stockholders’
Agreement (the “Stockholders’ Agreement”) with Altus Sports Group, Inc., a Nevada corporation and newly formed majority-owned
subsidiary of the Company (“ASG”), and Michele Rinchiuso, Mohammed Majid, Ehsen Shah and Patryk Strojny, the members of ASG’s
founding management team (collectively, the “Founders”), who will serve as ASG’s Chief Executive Officer, Chief Financial
and Operating Officer, Chief Strategy Officer, and Advisor, respectively. ASG was formed on August 24, 2026, to pursue a business strategy
in sports talent representation, athlete branding, sports marketing and related sectors. The Company holds 70% of ASG’s outstanding
common stock and the Founders collectively hold the remaining 30%. Soumya Das, the Company’s Chairman and Chief Executive Officer,
serves as the sole director of ASG. In accordance with the Stockholders’ Agreement, the Company has agreed to provide ASG with
initial funding of $200,000. Each Founder has the right to be appointed as a director of the board of directors of a wholly owned U.K.
subsidiary of ASG through which ASG’s business is expected to be operated, which right terminates upon a termination of such Founder’s
service to ASG or its subsidiaries.
The
shares of common stock of ASG held by the Founders (the “Founder Shares”) are subject to four-year vesting, with 25% vesting
on the first anniversary of the Effective Date and the remainder vesting in 36 equal monthly installments thereafter, in each case subject
to continued service. Unvested Founder Shares are automatically forfeited to ASG upon a termination of the Founder’s service, and
vest in full upon a change of control of ASG, provided that the Founder’s continued service has not been terminated upon consummation
of such change of control, as further described in the Stockholders’ Agreement. Following a termination for cause or resignation,
ASG (or the Company) has the right, but not the obligation, to repurchase the vested Founder Shares at Fair Market Value (as defined
in the Stockholders’ Agreement); provided, however, that ASG’s board of directors may accelerate the vesting of such Founder
Shares if such termination is by reason of a Founder’s death or permanent disability, and, in such case, ASG (or the Company) will
have the right, but not the obligation, to purchase such vested Founder Shares at Fair Market Value within 180 days following such termination.
In addition to the Company’s general approval rights over specified corporate actions, certain matters, including the issuance
of ASG equity at a price, or implying a valuation, below Fair Market Value (other than in connection with a bona fide employee share
scheme), the dissolution or liquidation of ASG, and any material change to the nature of ASG’s business, additionally require the
consent of at least two Founders for so long as the Founders collectively hold at least 10% of the outstanding shares of ASG’s
common stock.
The
Founders generally may not transfer their Founder Shares without the Company’s consent, subject to certain limited exceptions.
If, following the fourth anniversary of the Effective Date, a Founder transfers its vested Founder Shares to a third-party pursuant to
a bona fide written offer and the Company consents to such transfer (the “Proposed Transfer”), then ASG will have a first
right of refusal to purchase all or any portion of such shares on the same terms as the Proposed Transfer within 30 days after receipt
of notice of such offer (the “ASG Exercise Period”); provided, further, that if ASG chooses not to exercise its first right
of refusal to purchase the Founder Shares on the same terms as the Proposed Transfer, then the Company shall have a secondary right of
refusal to purchase, on the same terms as the Proposed Transfer, all or any portion of such shares not subject to purchase by ASG under
its first refusal right within 30 days following the end of the ASG Exercise Period.
Further,
the Stockholders’ Agreement also provides for reciprocal drag-along, tag-along and purchase rights in connection with a sale of
ASG constituting a change of control. If all of the Founders wish to accept a bona fide, arm’s-length third-party offer that would
constitute a change of control (the “Founder-Approved Offer”), they may deliver a drag notice to the Company (the “Founders’
Drag Notice”), together with the material terms of such offer, and within 30 days after receipt of the Founders’ Drag Notice,
the Company must either agree to sell its shares on the same terms and conditions as set forth in the Founder-Approved Offer, or exercise
its purchase right to purchase the Founder Shares held by such Founders, but not less than all, within 30 days after receipt of the Founders’
Drag Notice on the same terms and conditions as set forth in the Founder-Approved Offer. Conversely, if the Company wishes to accept
a bona fide, arm’s-length third-party offer that would constitute a change of control (the “Company-Approved Offer”),
the Company may deliver a drag notice (the “Company’s Drag Notice”) requiring each Founder, and any other stockholder,
to sell its shares on the same terms and conditions as set forth in the Company-Approved Offer, unless all Founders exercise their purchase
right to purchase the shares held by the Company, but not less than all, within 30 days after receipt of the Company’s Drag Notice
on the same terms and conditions as set forth in the Company-Approved Offer. If the Company elects to proceed with a Company-Approved
Offer without exercising its drag-along right described above, and the Founders do not exercise their purchase right in connection with
the receipt of a Company’s Drag Notice, each Founder has a tag-along right (the “Tag-Along Right”), exercisable within
15 days after the later of: (i) the expiration of the Founders’ 30-day purchase-right period in connection with the receipt of
a Company’s Drag Notice, without exercise thereof, and (ii) the receipt of the Company’s written notice that it intends to
proceed with such Company-Approved Offer without exercising its drag-along right described above, to include all of its Founder Shares
in the sale on the same pro rata, per-share terms as the Company-Approved Offer. If a Founder exercises its Tag-Along Right, the Company
is prohibited from consummating such Company-Approved Offer unless the third-party buyer making such offer agrees to purchase the Founder
Shares on the same terms.
The
foregoing description of the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Stockholders’ Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item
8.01 Other Events.
On
August 25, 2026, the Company issued a press release announcing the launch of ASG, which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
| 10.1+ |
|
Stockholders’ Agreement of Altus Sports Group, Inc., by and among Altus Sports Group, Inc., Game Your Game, Inc., Michele Rinchiuso, Mohammed Majid, Ehsen Shah and Patryk Strojny. |
| 99.1 |
|
Press Release, dated August 25, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
+
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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: August 25, 2026 |
Game Your Game, Inc. |
| |
|
|
| |
By: |
/s/ Soumya
Das |
| |
|
Soumya Das |
| |
|
Chief Executive Officer |
Exhibit
99.1
Game
Your Game Launches Altus Sports Group Subsidiary to Expand Into Athlete Management, Sports Marketing, Media and Intellectual Property
New
subsidiary, led by an experienced UK-based founding team, will build a connected platform for the sports business, uniting talent representation,
athlete branding and marketing
PALO
ALTO, Calif., August 25, 2026 — Game Your Game, Inc. (Nasdaq: GYGY) (“GYG” or the “Company”), an AI-powered
sports performance technology company, today announced the formation of Altus Sports Group, Inc. (“ASG”), a new majority-owned
subsidiary that will expand GYG’s platform beyond golf technology products and into the commercial infrastructure of sports, including
talent representation, athlete branding and sports marketing.
ASG
is being built to serve as a home for the industry’s leading talent agents and sports marketers, and it is designed to provide
them the services, infrastructure and support to grow their practices and deliver more for the athletes and brands they represent. Drawing
on the founding team’s relationships across the global sports industry, ASG intends to bring leading agents and practitioners onto
the platform, combining their client relationships with shared capabilities in talent representation, branding, marketing, commercial
partnerships and technology. GYG will own 70% of ASG, with the remaining 30% held by ASG’s founding UK-based leadership team and
employees, aligning management directly with the subsidiary’s long-term performance.
The
goal of this collaboration is to connect technology and the athlete economy by combining GYG’s AI-powered digital infrastructure
and consumer products to enhance engagement with athletes and fans. Additionally, ASG’s representation and marketing capabilities
are utilized to create commercial opportunities for athletes and brands. Together, these businesses aim to create a flywheel effect,
where technology attracts athletes, athlete relationships generate audiences and content, audiences create commercial opportunities,
and successful commercial and media properties generate new intellectual property and ventures.
“We
are moving from simply measuring athletic performance to building an ecosystem around the athlete, combining technology, AI, data, media,
marketing and intellectual property,” said Soumya Das, Chairman and CEO of GYG. “We believe this gives us the opportunity
to participate in a much larger part of the sports-industry economy. We are pleased to have the opportunity to be doing this through
ASG with a founding team whose relationships span the global sports industry.”
ASG
will be led by a founding team with deep experience across sports representation, marketing and brand-building: Michele Rinchiuso, CEO;
Mohammed Majid, CFOO; Ehsen Shah, CSO; and Patryk Strojny, Advisor. The team, based in the United Kingdom, brings connections and familiarity
with athletes, agents, clubs, federations, brands and content rights holders across the global sports industry, and deep operating experience
in talent representation, athlete branding and sports marketing.
“Athletes
today are their own brands, independent media businesses and entrepreneurs — but the companies that serve them are still largely
fragmented,” said Michele Rinchiuso, CEO of ASG. “ASG intends to provide leading agents and marketers in the industry an
innovative platform: one that builds a bespoke service offering around them and gives them the resources and reach to grow their practices.
Backed by GYG’s technology and public-company resources, we believe we can offer athletes, brands and rights holders something
genuinely new. We’re excited to get to work.”
About
Game Your Game, Inc.
Game
Your Game, Inc. (Nasdaq: GYGY) an AI-powered sports performance technology company. The Company develops and markets the GameGolf KZN
AI™ platform — an integrated golf performance ecosystem of proprietary shot-tracking hardware and subscription-based software
solutions. The platform leverages advanced GPS tracking, embedded neural network technology, and AI-powered analytics to provide golfers
of all skill levels with real-time insights, on-course strategy recommendations, and personalized performance data. Game Your Game’s
technology has been adopted by golfers in more than 140 countries, with over 36,000 golf courses mapped and an estimated number of more
than 300 million shots tracked across the lifetime of its platforms. The Company is headquartered in Palo Alto, California. For more
information, visit www.gameyourgame.com.
About
Altus Sports Group, Inc.
Altus
Sports Group, Inc., a majority-owned subsidiary of Game Your Game, Inc., was formed to build a connected platform for the sports business
across talent representation, athlete branding and sports marketing. For more information, visit www.altus-sports.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause the
Company’s or ASG’s actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you
can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,”
“plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks and uncertainties, including, but not limited to, the Company’s ability
to expand beyond performance tracking products and offerings; the Company’s ability to integrate ASG’s business and realize
the anticipated benefits therefrom, including cross-selling and growth synergies; the ability of ASG to attract and retain talent agents,
clients and key personnel, including ASG’s founding team; the ability of ASG to identify, negotiate, finance and complete any acquisitions,
investments or partnerships on acceptable terms or at all; ASG’s ability to effective compete in the sports representation and
marketing industries; ASG’s ability to comply with regulatory and league rules applicable to talent representation; ASG’s
ability to attract athletes to participate in its platform through the engagement of talent agents and sports marketers; and other factors
identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Registration
Statement on Form S-1 (File No. 333-296763) (as amended, the “Registration Statement”), which was declared effective by the
SEC on July 28, 2026, and the final prospectus filed with the SEC pursuant to Rule 424(b)(4) that forms a part of the Registration Statement,
and other periodic and current reports filed with the SEC from time to time and available for review at www.sec.gov. Furthermore, the
Company operates in a competitive environment where new and unanticipated risks may arise. Accordingly, you should not place any reliance
on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to update publicly any forward-looking
statements for any reason after the date of this press release.
Investor
and Media Contact
KCSA
Strategic Communications
Phil
Carlson, Managing Director
GYGY@KCSA.com
###
