false 0002111846 0002111846 2026-07-30 2026-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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) : July 30, 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 3.02 Unregistered Sales of Equity Securities. As
previously disclosed in the registration statement on Form S-1 (File No. 333-296763) (as amended, the “Registration Statement”)
relating to the listing (the “Direct Listing”) of the shares of common stock, par value $0.001 per share (the “Common
Stock”), of Game Your Game, Inc. (the “Company”) on The Nasdaq Stock Market LLC (“Nasdaq”), on June 30,
2026, the Company entered into that certain Securities Purchase Agreement (the “Preferred Purchase Agreement”) with Streeterville
Capital, LLC (“Streeterville”), pursuant to which Streeterville committed to purchase up to $40,000,000 in shares of the Company’s
Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), from time to time, subject
to certain limitations and conditions set forth in the Preferred Purchase Agreement. In accordance with the terms
of the Preferred Purchase Agreement, on July 30, 2026, the Company completed the second closing contemplated thereunder in connection
with the Direct Listing. At the second closing, the Company issued and sold to Streeterville 8,000 shares of Series A Preferred Stock
(the “Initial Preferred Shares”) for an aggregate purchase price of $8,000,000, before deducting transaction expenses payable
to Streeterville. The Initial Preferred Shares were issued in reliance on the exemption from registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated
thereunder. Prior to the second closing, the Company obtained the stockholder approval required by Nasdaq Listing Rule 5635(d) in connection
with the issuances contemplated by the Preferred Purchase Agreement in excess of the Exchange Cap (as defined therein). The Initial Preferred Shares
are convertible into shares of Common Stock upon the terms and subject to the limitations and conditions 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”). Each share of Series A Preferred Stock has a stated value of $1,111.11
per share. The conversion price is initially equal to $8.00 (the “Fixed Price”) and, after the occurrence of a Trigger Event
or an Event of Default (each as defined in the Certificate of Designation), if any, it will be equal to the lesser of the Fixed Price
and the Market Price (as defined in the Certificate of Designation), subject in each case to a floor price of $4.00 (as adjusted for any
share splits, share dividends, share combinations, recapitalizations or other similar transactions). Conversions are subject to a 9.99%
beneficial ownership limitation. Each share of Series A Preferred Stock accrues a preferred return at the rate of 10% per annum (15% per
annum following an Event of Default), payable quarterly in cash or in additional shares of Series A Preferred Stock, at the Company’s
election. Pursuant
to the Preferred Purchase Agreement, the Company is obligated to register the resale of the shares of Common Stock issuable upon conversion
of the Series A Preferred Stock, including the Initial Preferred Shares issued at the second closing, within 20 days of the date of the
Direct Listing. If a registration statement covering such resale is not declared effective within 60 days of the date of the Direct Listing,
the Company will be obligated to pay Streeterville a cash fee equal to 1% of the Preferred Share Outstanding Balance (as defined in the
Preferred Purchase Agreement), and an additional 1% for each 30-day period thereafter that such registration statement remains ineffective,
until the earlier of its effectiveness or six months following the date of the Direct Listing. The
Preferred Purchase Agreement and Certificate of Designation were previously described in the Registration Statement, and such descriptions
of the Preferred Purchase Agreement and the Certificate of Designation contained therein are incorporated herein by reference. The Preferred
Purchase Agreement was filed as Exhibit 10.24 and the Certificate of Designation was filed as Exhibit 3.5 to the Registration Statement.
The foregoing summary of the Preferred Purchase Agreement and the 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. 1 Item 3.03 Material Modification to Rights of
Security Holders. The information set forth
in Item 3.02 above 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 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). 10.1# Securities Purchase Agreement, dated June 30, 2026, by and between Game Your Game, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.24 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). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # The exhibits to this agreement have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the SEC upon request. 2 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 3

Game Your Game, Inc. completed a $40 million Series A convertible preferred stock investment from Streeterville Capital, LLC on July 30, 2026, significantly strengthening the company's financial position and supporting its growth strategy.

Game Your Game, Inc. entered into a Securities Purchase Agreement with Streeterville Capital, LLC on June 30, 2026, allowing for the purchase of up to $40,000,000 in Series A convertible preferred stock. On July 30, 2026, they completed the transaction, marking a significant investment in the company. This agreement may strengthen the company's financial position and support its growth strategy. The preferred stock issuance is subject to certain limitations as outlined in the agreement.

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