Game Your Game (GYGY) revises insider debt terms ahead of direct listing
Rhea-AI Filing Summary
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.
Positive
- Nasdaq direct listing around July 30, 2026 under ticker GYGY increases market visibility and liquidity for the company’s common stock.
- Trigger Event waiver by the controlling stockholder temporarily removes potential increases in Series A preferred stated value and conversion price during the direct listing quarter, reducing near-term overhang on common shareholders.
- Board strengthening with a new independent director who qualifies as an audit committee financial expert and a defined board chair may improve governance and oversight.
Negative
- None.
Filing Explained
Trading has begun, while the parent-related note remains interest-bearing and repayment capacity is capped after listing.
The Form 8-K reports that Game Your Game’s direct listing is complete: its common stock began trading on Nasdaq on
After the listing, the note amendment permits—but does not require—repayment of up to
The company may also apply up to
While Grafiti Group remains the controlling stockholder, it will not seek an optional redemption of its Series A preferred stock, and its Trigger Event waiver lasts through the last day of the fiscal quarter in which the listing occurs; after that, the certificate’s Trigger Event provisions apply, without retroactive effects for events during the waiver period.
8-K Event Classification
Key Figures
Key Terms
Direct Listing market
Series A Convertible Preferred Stock financial
Certificate of Designation regulatory
Trigger Event financial
Corporation Optional Redemption financial
audit committee financial expert regulatory
FAQ
What material agreement did Game Your Game (GYGY) modify in this 8-K?
How does the amended Grafiti note affect Game Your Game (GYGY)’s repayment terms?
What changes did the Letter Agreement with the parent make to GYGY’s Series A preferred stock rights?
When will Game Your Game (GYGY) begin trading on Nasdaq and under what symbol?
What board and governance changes did Game Your Game (GYGY) disclose?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
Third Note Amendment and Waiver
As previously disclosed in the registration statement on Form S-1 (File No. 333-296763) (as amended, the “Registration Statement”) relating to the Direct Listing (as defined below) of Game Your Game, Inc. (the “Company”), on December 28, 2024, the Company issued an unsecured promissory note (as amended, the “Note”) to Grafiti LLC (“Grafiti”), a subsidiary of Grafiti Group LLC (the “Parent”), the parent of the Company and beneficial owner of more than 50% of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), for a maximum principal amount of $2,500,000, which was subsequently increased to $3,000,000 in connection with its first amendment. The Note has an interest rate of 10% and a maturity date of June 30, 2026 (the “Maturity Date”).
On July 29, 2026, the Company entered into a Third Amendment and Waiver Agreement to the Note (the “Amendment”) with Grafiti, which Amendment (i) extends the Maturity Date to July 31, 2027, with retroactive effect as of June 30, 2026, subject to automatic successive one-month extensions for so long as amounts remain outstanding under the Note and the Company complies in all material respects with the repayment provisions described below; (ii) adds repayment provisions under which, during the period beginning on the date the Company completes the Direct Listing, assuming the Direct Listing is completed, and ending on the earlier of: (a) the date that is three (3) years from the Direct Listing date, and (b) the date that the Company has sold $40,000,000 in shares of Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), pursuant to that certain Securities Purchase Agreement, by and between the Company and Streeterville Capital, LLC, dated as of June 30, 2026, the Company may repay only up to $500,000 of the outstanding balance of the Note during the first full calendar month following the Direct Listing date and up to $150,000 during each calendar month thereafter (with unused monthly amounts carrying forward), subject to a reduced cap of $25,000 in any calendar month in which the closing price of the Common Stock is below $4.00 per share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions) on at least ten (10) trading days, and permits the Company to apply up to 15% of the gross cash proceeds of any subsequent financing consummated by the Company, including proceeds resulting from cash exercises of outstanding warrants of the Company, after the Direct Listing date toward repayment; (iii) provides that amounts remaining outstanding on a date on which the Maturity Date is automatically extended will not constitute an Event of Default (as defined in the Note) so long as the Company remains in compliance with such repayment provisions; and (iv) waives any Event of Default arising solely from the Company's failure to pay amounts outstanding under the Note on or prior to the effective date of the Amendment, including as a result of the passage of the prior maturity date of the Note of June 30, 2026. Interest continues to accrue on outstanding principal during any extension period.
Letter Agreement
As previously disclosed in the Registration Statement, on June 30, 2026, the Company entered into an Exchange Agreement with the Parent (the “Exchange Agreement”), pursuant to which the Company issued 18,000.018 shares of Series A Preferred Stock to the Parent in exchange for 2,500,000 shares of Common Stock held by it. The terms of the Series A Preferred Stock are 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”).
On July 29, 2026, the Company entered into a Letter Agreement (the “Letter Agreement”) with the Parent, pursuant to which, with a retroactive effective date as of June 30, 2026, for so long as the Parent remains the Controlling Stockholder (as defined in the Certificate of Designation), the Parent agreed that it will not request or otherwise seek to cause the Company or its board of directors (the “Board”) to effect a Corporation Optional Redemption (as defined in the Certificate of Designation) of the Series A Preferred Stock, or any other redemption thereunder, in each case without limiting the authority of the Board, consistent with its fiduciary duties, to independently determine whether to effect such a redemption. In addition, the Parent irrevocably waived, until the last day of the fiscal quarter in which the Direct Listing occurs (the “Trigger Event Period”), the occurrence, effectiveness and application of a Trigger Event (as defined in the Certificate of Designation), including, among others, any resulting increase in the stated value of the Series A Preferred Stock or adjustment to the conversion price. The waiver applies only to events occurring during such Trigger Event Period, and following its expiration, the provisions governing Trigger Events under the Certificate of Designation will thereafter apply in accordance therewith; provided, however, that, upon the expiration of the Trigger Event Period, no event, circumstance or condition occurring during such period shall retroactively constitute a Trigger Event or result in any retroactive increase in the stated value of the Series A Preferred Stock, its conversion price or any other consequence or effect under the Certificate of Designation.
1
The Note, and subsequent amendments thereto, Exchange Agreement and Certificate of Designation were previously described in the Registration Statement, and such descriptions of the Note, and subsequent amendments thereto, Exchange Agreement and Certificate of Designation contained therein are incorporated herein by reference. The Note was filed as Exhibit 4.1, the Exchange Agreement was filed as Exhibit 10.11 and the Certificate of Designation was filed as Exhibit 3.5 to the Registration Statement. The foregoing summary of the Note, Exchange Agreement and 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.
The foregoing description of the terms of the Amendment and Letter Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amendment and Letter Agreement attached as Exhibits 4.2 and 10.1 to this Current Report on Form 8-K, respectively, which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 above regarding the Letter Agreement 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Registration Statement, immediately prior to the effectiveness of the Registration Statement, Nadir Ali resigned as a member of the Board. Effective upon the effectiveness of the Registration Statement, on July 28, 2026, Adam Benson became a member of the Board, and Soumya Das became a member of the Board and its chairperson.
The Board has determined that Mr. Benson is an independent director under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Mr. Benson qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Mr. Benson will serve as a member and will initially be the chairperson of the audit committee, nominating and corporate governance committee and compensation committee of the Board.
In connection with their appointments to the Board, each of Messrs. Das and Benson entered into an Indemnification Agreement with the Company, which was filed as Exhibit 10.26 to the Registration Statement, and is incorporated herein by reference.
Messrs. Das and Benson’s biographies were previously disclosed in the Registration Statement and are incorporated herein by reference. None of the aforementioned directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
2
Item 7.01 Regulation FD Disclosure.
The Company expects that its Common Stock will begin trading on the Capital Market tier of Nasdaq on or around July 30, 2026, under the ticker symbol “GYGY” (such event, the “Direct Listing”). In connection with the Direct Listing, the Company issued a press release, dated July 30, 2026, announcing the anticipated date of commencement of trading on Nasdaq. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The Company announces material information to its investors using filings with the U.S. Securities and Exchange Commission (the “SEC”), the investor relations page on the Company’s website (www.gameyourgame.com/IR), the Company’s LinkedIn page (www.linkedin.com/gameyourgame), press releases, public conference calls and webcasts. The Company uses these channels, as well as social media, to communicate with investors and the public about the Company, its products and services and other matters. Therefore, the Company encourages investors, the media and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information. Any updates to the list of disclosure channels through which the Company will announce information will be posted on the investor relations page on the Company’s website.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
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). | |
| 4.1 | Unsecured Promissory Note issued to Grafiti LLC, dated December 28, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-296763), filed with the SEC on June 12, 2026). | |
| 4.2* | Third Amendment and Waiver Agreement to the Unsecured Promissory Note, dated July 29, 2026, by and between Game Your Game, Inc. and Grafiti LLC. | |
| 10.1* | Letter Agreement, dated July 29, 2026, by and between Game Your Game, Inc. and Grafiti Group LLC. | |
| 10.2 | Exchange Agreement, dated June 30, 2026, by and between Game Your Game, Inc. and Grafiti Group LLC (incorporated by reference to Exhibit 10.11 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). | |
| 10.3 | 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 SEC on June 12, 2026). | |
| 99.1** | Press release, dated July 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
| ** | Furnished herewith. |
3
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 | ||
4
Exhibit 99.1
Game Your Game, Inc. Announces Direct Listing on Nasdaq - Common Stock to Begin Trading Under the Symbol “GYGY”
PALO ALTO, Calif. — July 30, 2026 — Game Your Game, Inc. (“GYGY” or the “Company”), an AI-powered sports performance technology company focused on the golf industry, today announces that the shares of the Company’s common stock, par value $0.001 per share, will begin trading today on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “GYGY”. The Company’s common stock CUSIP number is 364927103.
“Today marks a defining milestone for Game Your Game as we began trading on Nasdaq. A decade of data, a rebuilt product, and a community of golfers in more than 140 countries have brought us to this moment. As a public company, we’re focused on completing our commercial launch, scaling our subscriber base, and building on our GameGolf AI platform that we believe sets us apart from our competition,” said Soumya Das, Chief Executive Officer of Game Your Game, Inc.
GYGY has been part of the golfing industry since 2014. The Company’s previous platform has been used in over 140 countries, mapped more than 36,000 golf courses, tracked more than 3 million rounds, and captured an estimated number of more than 300 million shots.
Today, the Company’s technology consists of the GameGolf KZN AI™ platform. It is an integrated golf performance ecosystem of proprietary shot-tracking hardware and subscription-based software. Smart sensors on each club are designed to automatically detect and classify golf shots using embedded neural network technology, transmitting each shot event via Bluetooth to a GPS tracker that pins the shot to its exact location on the course, with no manual entry and no phone required. The companion GameGolf GPS app delivers real-time distances and a live scorecard, while the Company’s Performance Dashboard surfaces strokes-gained analytics, shot dispersion maps, and scoring trends. At the center of the platform is Smart Caddie, the Company’s AI-driven recommendation engine, which blends a player’s personal shot history and course context to suggest clubs, target lines, and expected scores in real time, with future plans to incorporate weather and elevation data into these recommendations as that capability is completed.
The Company operates within the sports technology market. In 2025, 48.1 million Americans played golf, and the R&A estimates over 108 million junior and adult golfers worldwide.
Advisors
Maxim Group LLC acted as exclusive financial advisor to the Company in connection with its direct listing on Nasdaq. Mitchell Silberberg & Knupp LLP acted as counsel to the Company.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
About Game Your Game, Inc.
Game Your Game, Inc. (Nasdaq: GYGY) is an AI-based sports performance tracking company focused on the golf industry. 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.gamegolf.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 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 expectations regarding the commencement of trading of its common stock on Nasdaq; the Company’s ability to transition from its beta commercialization stage to the full commercial launch of its KZN AI™ platform timely, the Company’s ability to compete effectively in the golf technology market, 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, investors 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 Relations:
KCSA Strategic Communications
Phil Carlson, Managing Director
GYGY@KCSA.com