Game Your Game Inc. Issues $8M Series A Convertible Preferred to Investor

What Happened

• Game Your Game, Inc. announced a second closing under a June 30, 2026 Securities Purchase Agreement with Streeterville Capital, LLC and on July 30, 2026 issued 8,000 shares of Series A convertible preferred stock for $8,000,000 (before transaction expenses). The Company previously disclosed the Preferred Purchase Agreement, which contemplates up to $40,000,000 in purchases by Streeterville.
• The Series A terms are set forth in a Certificate of Designation filed June 30, 2026; the issuance was made as an unregistered private sale relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Key Details

• Purchase: 8,000 shares of Series A Preferred Stock at a stated value of $1,111.11 per share; aggregate $8,000,000 at the second closing (July 30, 2026).
• Conversion: Initial conversion price = $8.00 per share (Fixed Price); after a Trigger Event or Event of Default conversion price becomes the lesser of the Fixed Price and Market Price, subject to a floor of $4.00; conversions limited by a 9.99% beneficial ownership cap.
• Economics: Each Series A share accrues a preferred return of 10% per year (increasing to 15% after an Event of Default), payable quarterly in cash or additional preferred shares (company’s choice).
• Registration obligation: The Company must register the resale of common shares issuable on conversion within 20 days of the Direct Listing; if the registration statement is not effective within 60 days, the Company owes a 1% cash fee of the Preferred Share Outstanding Balance, plus an additional 1% for each 30-day period thereafter (up to six months). Nasdaq shareholder approval required under Listing Rule 5635(d) was obtained prior to the second closing.

Why It Matters

• For investors, this transaction increases potential future dilution because the preferred shares can convert into common stock (subject to the 9.99% cap), and the conversion price includes a low-end floor ($4.00) that could be below current market levels.
• The preferred carries a meaningful cash- or-in-kind cost (10% annual return, 15% on default) that creates an ongoing financial obligation or equity issuance risk if paid in additional preferred.
• The Company’s obligation to register conversion shares affects liquidity for the investor (Streeterville) and carries potential cash penalties if registration is delayed, which could impact the Company’s cash position or capital structure.