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0002111846
0002111846
2026-10-27
2026-10-27
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iso4217:USD
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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): October 27, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 27, 2026, Game
Your Game, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s
common stock for the last 30 consecutive business days beginning on September 15, 2026, and ending on October 26, 2026, the Company no
longer meets the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”).
In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until April 26, 2027, in which to regain compliance.
In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company’s common stock must be
at least $1.00 per share for 10 consecutive business days during this 180-day period, unless the Staff exercises its discretion to extend
such 10-consecutive business day period. In the event that the Company does not regain compliance within this 180 day period, the Company
may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market
value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum
Bid Price Requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during the additional compliance period
by effecting a reverse stock split, if necessary. However, if the Company is not eligible for the additional compliance period, or if
it appears to the Staff that the Company will not be able to cure the deficiency, the Staff will provide written notice to the Company
that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to
a Nasdaq Hearing Panel.
The Notice does not result
in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market, and the Company’s common stock will
continue to be listed and trade on the Nasdaq Capital Market under the symbol “GYGY” during the compliance period. The Company
intends to monitor the closing bid price of the Company’s common stock and consider its available options in the event that the
closing bid price of the Company’s common stock remains below $1.00 per share. There can be no assurance that the Company will be
able to regain compliance with the Minimum Bid Price Requirement or maintain compliance with the other Nasdaq listing requirements.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 28, 2026
(the “Effective Date”), the board of directors (the “Board”) of the Company appointed Veronica V. Montenegro to
the Board, to serve as a director until the Company’s next annual meeting of stockholders and until her successor has been duly
elected and qualified, or until her earlier death, resignation or removal. The Board has determined that Ms. Montenegro qualifies as an
“independent director” under Nasdaq Listing Rule 5605(a)(2), satisfies the heightened independence requirements applicable
to audit committee members under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5605(c)(2)(A),
and satisfies the independence requirements applicable to compensation committee members under Nasdaq Listing Rule 5605(d)(2)(A). In connection
with Ms. Montenegro’s appointment to the Board, and effective as of the Effective Date, the Board appointed Ms. Montenegro to serve
on all of its standing committees as follows: (i) as chairperson of the nominating and corporate governance committee (the “Governance
Committee”), succeeding Adam Benson, who will remain a committee member, and (ii) as a member of the audit committee (the “Audit
Committee”) and the compensation committee (the “Compensation Committee”).
Ms. Montenegro, age 44, is
an attorney whose experience includes significant work in securities enforcement, securities litigation and investor protection. Since
August 2024, Ms. Montenegro has been the owner and principal attorney of the Law Office of Veronica V. Montenegro, PLLC, a law practice
focused on criminal defense and civil rights litigation. From October 2022 to August 2024, Ms. Montenegro served as Senior Counsel at
Bernstein Litowitz Berger & Grossmann LLP, and from August 2016 to October 2022, she served as Of Counsel at Pomerantz LLP. At both
firms, she prosecuted securities fraud claims under the federal securities laws, providing her with an extensive background in analyzing
and understanding public company disclosures, financial statements and other complex financial information. Prior to joining Pomerantz
LLP, Ms. Montenegro served as an Assistant Attorney General in the Investor Protection Bureau of the New York State Attorney General’s
Office, where she investigated and prosecuted securities fraud under New York’s Martin Act. Ms. Montenegro received a Juris Doctor
from Fordham University School of Law and a bachelor’s degree in Political Science from New York University.
In connection with her appointment
to the Board, Ms. Montenegro received an offer letter from the Company, effective as of the Effective Date (the “Offer Letter”),
setting forth the terms of her service as a director and her compensation arrangement, which she accepted on such date. In accordance
with the terms of the Offer Letter, Ms. Montenegro will participate in the Company’s non-employee director compensation program
(the “Director Compensation Program”), as described in Item 8.01 of the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 4, 2026, which description is incorporated herein by reference. In accordance with
the Director Compensation Program, and based on her service as a member of the Board, a member of each of the Audit Committee and the
Compensation Committee and chairperson of the Governance Committee, Ms. Montenegro will be entitled to (i) annual cash compensation of
$50,000 for her service as a member of the Board, (ii) additional annual cash compensation of $27,500 in the aggregate for her service
as chairperson of the Governance Committee and as a member of each of the Audit Committee and the Compensation Committee, and (iii) non-statutory
stock option grants with an aggregate grant date fair value of $77,500 annually, which is equal to the aggregate annual cash compensation
described in clauses (i) and (ii) above. Such cash compensation and stock option grants will be payable or issued, as applicable, in quarterly
installments in arrears in accordance with the terms of the Director Compensation Program, in each case prorated for her initial partial
quarter of service, and any stock options will be issued under the Company’s 2026 Equity Incentive Plan,
as amended and/or restated from time to time, pursuant to the Company’s standard form of stock option award agreements (each,
a “Stock Option Award Agreement”). Each such stock option will have an exercise price per share equal to the fair market value
of a share of the Company’s common stock on the date of grant, will be fully vested on the date of grant and will have a term of
ten years, in each case subject to the terms of the Director Compensation Program and the applicable Stock Option Award Agreement.
The foregoing description
of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified
in its entirety by reference to the Offer Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing
description of the Stock Option Award Agreement does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to the full text of the form of Stock Option Award Agreement, a copy of which
was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-296763) filed with the Securities and
Exchange Commission on June 12, 2026 (as amended, the “Registration Statement”), which is incorporated herein by reference.
In connection with her appointment
to the Board, Ms. Montenegro also entered into the Company’s standard form of indemnification agreement, the form of which was filed
as Exhibit 10.26 to the Registration Statement.
There are no arrangements
or understandings between Ms. Montenegro and any other person pursuant to which she was selected as a director. There are no family relationships
between Ms. Montenegro and any of the Company’s officers and directors, and there is no transaction between the Company and Ms.
Montenegro that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1*+ |
|
Offer Letter, dated October 28, 2026, by and between Game Your Game, Inc. and Veronica V. Montenegro. |
| 10.2+ |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the Securities and Exchange Commission on June 12, 2026). |
| 10.3+ |
|
Form of 2026 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the Securities and Exchange Commission on June 12, 2026). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Indicates a management
contract or compensatory plan, contract or arrangement. |
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: October 30, 2026 |
Game Your Game, Inc. |
| |
|
|
| |
By: |
/s/ Soumya Das |
| |
|
Soumya Das |
| |
|
Chief Executive Officer |
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