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0002111846
0002111846
2026-09-04
2026-09-04
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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): September 4, 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 September 4, 2026, Game
Your Game, Inc. (the “Company”) entered into a Support Services Agreement (the “Services Agreement”), which is
effective as of September 1, 2026, with Grafiti LLC (“Grafiti”), under which Grafiti will provide the advisory, management
and administrative support services set forth on Schedule 2.1 to the Services Agreement, including, but not limited to, certain accounting,
tax, administrative sales support and management advisory services, as more fully described therein (the “Services”). Grafiti
is a wholly-owned subsidiary of Grafiti Group LLC, the Company’s controlling stockholder.
The Services Agreement provides
that the service fee for the Services consists of (i) an initial payment of $117,500 for the period from September 1, 2026, through December
31, 2026, which was paid in advance on August 27, 2026, and (ii) a monthly fee of $20,000 from January 1, 2027, through September 1, 2027,
which may be increased by up to 10% for any renewal term if agreed by the parties before that term begins (such fees, collectively, the
“Service Fees”). Services beyond those covered by the Services Agreement and the Service Fees are billed at negotiated rates
no less favorable to the Company than those available from an independent third party, and the Company will reimburse Grafiti for pre-approved,
non-ordinary out-of-pocket expenses.
In addition, if the Company
consummates a commercial or other transaction directly resulting from the Services (an “Eligible Transaction”), the Company
will pay Grafiti bonus compensation (a “Bonus”), payable in any mix of cash and shares of the Company’s common stock,
par value $0.001 per share, at the Company’s sole discretion, as approved by the Board, and subject to Nasdaq’s listing rules,
in the following amounts based on transaction value: (i) for Eligible Transactions valued between $250,000 to $1,000,000, a Bonus of not
less than $25,000 and up to $50,000; (ii) for Eligible Transactions valued over $1,000,000 to $5,000,000, a Bonus of not less than $50,000
and up to $250,000; (iii) for Eligible Transactions valued over $5,000,000 but less than $50,000,000, a Bonus of not less than $250,000
and up to $1,000,000; and (iv) for Eligible Transactions valued at $50,000,000 or more, a Bonus of not less than $1,000,000 and up to
$1,500,000. The qualification, value and payment terms of any Eligible Transaction and related Bonus are subject to the parties’
written agreement.
The Services Agreement has
a one-year term commencing September 1, 2026, and automatically renews for additional one-year terms unless a party gives written notice
of termination 30 days before the end of the then-current term. After September 1, 2027, the Company may terminate at any time upon 30
days’ written notice, and the Company may terminate at any time for Cause (as defined in the Services Agreement). If the Services
Agreement is terminated for Cause, Grafiti is entitled only to the Service Fees accrued through the termination date and to no further
compensation, including any Bonus thereunder.
The foregoing description
is not complete and is qualified in its entirety by reference to the full text of the Services Agreement, filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required.
The shares of Common Stock
issuable pursuant to the Services Agreement, when and if issued, will be issued pursuant to an exemption from registration provided by
Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), because
such issuances will not involve a public offering, the recipient will take such shares for investment and not for resale, the Company
will take appropriate measures to restrict transfer of the shares of Common Stock, and the recipient is an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The shares of Common Stock issuable pursuant to the Services
Agreement, when and if issued, will be subject to transfer restrictions, and the book-entry records evidencing the shares will contain
an appropriate legend stating that such shares will not be registered under the Securities Act and may not be offered or sold absent registration
or pursuant to an exemption therefrom.
Item 8.01 Other Events.
On September 4, 2026, the
Company’s board of directors (the “board of directors”) approved a director compensation program, effective as of September
1, 2026 (the “Director Compensation Program”). The Director Compensation Program provides for an annual cash compensation
of $50,000 payable to the Company’s non-employee directors in equal quarterly installments, payable in arrears, with each installment
payable no earlier than the second (2nd) trading day after the date on which the Company files its quarterly or annual report
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to which the installment relates, and no later
than thirty (30) days following such second (2nd) trading day, with the amount pro-rated if a non-employee director started
during a quarter. In addition, the Company’s non-executive directors are also eligible for the following additional cash annual
compensation for service on the committees of the board of directors, as applicable (which will be payable on the same date as the cash
compensation referenced above):
| Committee(1) | |
Chair | | |
Member | |
| Audit Committee | |
$ | 20,000 | | |
$ | 10,000 | |
| Compensation Committee | |
$ | 15,000 | | |
$ | 7,500 | |
| Nominating and Corporate Governance Committee | |
$ | 10,000 | | |
$ | 5,000 | |
| (1) | The cash compensation attributed to each of the committees shall be cumulative, such that a non-employee
director who serves on more than one committee, or who serves both as chair or member of one or more committees, shall be entitled to
receive each applicable cash amount set forth above; provided, however, that a non-employee director who serves as the chair of a committee
shall receive the cash amount for that committee in lieu of, and not in addition to, the member cash retainer for that committee. |
Additionally, the Company’s
non-employee directors will be eligible to receive non-statutory stock option grants with an aggregate fair market value equal to the
aggregate cash amount each such non-employee director receives annually, in accordance with the terms of the Director Compensation Program
and as described above. The stock option grants will be issued in quarterly installments, in arrears, with each installment issuable no
earlier than the second (2nd) trading day after the date on which the Company files its quarterly or annual report under the
Exchange Act to which the installment relates, and no later than thirty (30) days following such second (2nd) trading day,
with the amount pro-rated if a non-employee director started during a quarter. The stock options will be fully vested and exercisable
as of the date of grant, will have a term of ten (10) years from the grant date and will be issued under the Company’s 2026 Equity
Incentive Plan, as amended and/or restated from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
| 10.1 |
|
Services Agreement, dated as of September 4, 2026, by and between Game Your Game, Inc. and Grafiti LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 4, 2026 |
Game Your Game, Inc. |
| |
|
|
| |
By: |
/s/ Soumya Das |
| |
|
Soumya Das |
| |
|
Chief Executive Officer |
