Game Your Game Inc. Amends Loan, Adds Directors; Nasdaq Direct Listing

What Happened

• Game Your Game, Inc. (GYGY) filed an 8-K (July 30, 2026) disclosing a Third Amendment and Waiver to its unsecured promissory note with Grafiti LLC, board changes, a Letter Agreement with its controlling stockholder, and that its common stock is expected to begin trading on the Nasdaq Capital Market around July 30, 2026 under ticker "GYGY."
• The promissory note (originally issued Dec. 28, 2024 and increased to $3,000,000) carries 10% interest and had a prior maturity of June 30, 2026. The July 29, 2026 amendment retroactively extends the maturity to July 31, 2027 (with automatic successive one‑month extensions while amounts remain outstanding and the company complies with repayment terms) and adds specific monthly repayment limits tied to the Direct Listing and future financings. The company also entered a Letter Agreement (effective June 30, 2026) with its parent/controlling stockholder Grafiti Group LLC limiting certain redemption and “Trigger Event” effects for a defined period.

Key Details

• Note principal: up to $3,000,000; interest rate: 10%; amended maturity: extended to July 31, 2027 (retroactive to June 30, 2026). Interest continues to accrue.
• Repayment caps after the Direct Listing: up to $500,000 in the first full calendar month, then up to $150,000 per month thereafter (unused monthly amounts carry forward); cap reduced to $25,000 in any month where GYGY closes below $4.00 on at least 10 trading days. The company may also apply up to 15% of gross cash proceeds from future financings toward repayment.
• Parent protections: Grafiti agreed not to seek a corporate optional redemption of the Series A preferred while it remains the controlling stockholder and waived Trigger Event effects until the end of the fiscal quarter that includes the Direct Listing date (no retroactive Trigger Events during that period).
• Board changes effective July 28, 2026: Adam Benson joined as an independent director and audit committee financial expert; Soumya Das joined as a director and chairperson. Indemnification agreements were entered as previously disclosed.

Why It Matters

• The note amendment reduces immediate default risk by extending the maturity and providing structured, limited monthly repayment terms tied to the Direct Listing and future financings, giving the company more runway while interest continues to accrue at 10%.
• Repayment capacity is constrained by monthly caps and a lowered cap when the stock trades below $4.00 (measured by days), so investors should note the company’s limited near‑term cash outflow relief and potential dilution or financing needs.
• The parent’s waiver of certain redemption/Trigger Event rights for the Trigger Event Period reduces the chance of sudden preferred‑stock adjustments tied to the Direct Listing, but those protections expire after the period ends.
• New board members add governance and audit expertise ahead of the Nasdaq listing, and the anticipated Direct Listing (ticker: GYGY) provides public trading and potential liquidity for shareholders.