Game Your Game Inc. Enters Support Services Agreement; Board Sets Director Pay

What Happened
Game Your Game, Inc. announced on Sept. 4, 2026 that it entered a Support Services Agreement with Grafiti LLC (effective Sept. 1, 2026) for accounting, tax, administrative sales support and management advisory services. Grafiti LLC is a wholly owned subsidiary of Grafiti Group LLC, the Company’s controlling stockholder. The Company paid an initial $117,500 in advance (Aug. 27, 2026) for services covering Sept. 1–Dec. 31, 2026 and will pay $20,000 per month from Jan. 1, 2027 through Sept. 1, 2027 (renewable with up to a 10% increase if agreed). The agreement also provides tiered Bonus payments if a commercial or other transaction results directly from the Services; Bonuses may be paid in cash, shares, or both, subject to Board approval and Nasdaq rules. Separately, the board approved a Director Compensation Program (effective Sept. 1, 2026) establishing cash and equity pay for non‑employee directors.

Key Details

• Services Agreement parties: Game Your Game, Inc. and Grafiti LLC (related party; Grafiti is owned by the Company’s controlling stockholder). Initial payment $117,500 (paid Aug. 27, 2026); $20,000 monthly Jan 1, 2027–Sept 1, 2027.
• Bonus structure for “Eligible Transactions” (payable in cash and/or shares, Board-approved):
  • $250K–$1M transaction → Bonus $25K–$50K

  • $1M–$5M → Bonus $50K–$250K

  • $5M–<$50M → Bonus $250K–$1,000K

  • ≥$50M → Bonus $1,000K–$1,500K
• Term and termination: one-year term beginning Sept. 1, 2026, auto-renews annually unless 30 days’ notice; Company may terminate after Sept. 1, 2027 with 30 days’ notice and may terminate for Cause (if for Cause, Grafiti only receives accrued Service Fees).
• Director Compensation Program: non‑employee directors receive $50,000/year cash (paid quarterly in arrears, pro‑rated for partial quarters); committee cash retainers (Audit Chair $20K/member $10K; Compensation Chair $15K/member $7.5K; Nominating Chair $10K/member $5K). Non‑employee directors are also eligible for non‑statutory stock options equal in aggregate fair market value to their annual cash compensation, granted quarterly, fully vested and exercisable at grant with a 10‑year term under the 2026 Equity Incentive Plan.

Why It Matters

• This is a related‑party services arrangement with the Company’s controlling stockholder’s affiliate, so investors should note potential conflicts and the need for board oversight.
• The agreement creates predictable service costs (initial prepayment and monthly fees) and potential large contingent payouts (Bonuses) that may be paid in cash or stock; stock payments could increase outstanding shares if used.
• The Director Compensation Program increases recurring governance costs (cash and equity) and establishes a mechanism for issuing options tied to director pay, which can affect dilution and governance expenses over time.