8-K: Game Your Game, Inc. Amends Note, Sets New Maturity Date

Game Your Game, Inc. has amended its unsecured promissory note with Grafiti LLC, extending the maturity date to July 31, 2027, and establishing new repayment provisions tied to its upcoming Nasdaq listing.

Summary

• Game Your Game, Inc. (Company) and Grafiti LLC (Holder) have entered into a Third Amendment and Waiver Agreement to an unsecured promissory note.
• The maturity date of the note has been extended to July 31, 2027, with provisions for automatic one-month extensions thereafter, provided the Company complies with repayment terms.
• New repayment restrictions are in place, limiting principal repayment to $500,000 in the first full calendar month post-Initial Listing Date, and $150,000 monthly thereafter, with unused amounts carrying forward.
• A reduced monthly repayment cap of $25,000 applies if the Common Stock closing price is below $4.00 on at least 10 trading days in a month.
• The Company can use up to 15% of gross cash proceeds from subsequent financings to repay the note.
• Any Event of Default solely from failure to pay by the previous maturity date (June 30, 2026) is waived.
• Interest continues to accrue on outstanding principal during any extension period.
• The Company's Common Stock is expected to begin trading on the Nasdaq Capital Market under the symbol GYGY around July 30, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it addresses debt obligations and facilitates a Nasdaq listing, but also highlights ongoing financial commitments and potential repayment constraints.

Positives

• Extended maturity date to July 31, 2027, providing more time for the company to manage its debt.
• Established a clear framework for repayment post-Initial Listing Date, offering predictability.
• Waiver of past defaults related to the previous maturity date removes immediate concerns.
• Automatic monthly extensions of the maturity date offer flexibility as long as repayment terms are met.
• The company is set to list on the Nasdaq Capital Market, a significant milestone.

Negatives

• The total principal amount of the note remains at $3,000,000, with interest continuing to accrue.
• Strict monthly repayment limits and a price-dependent cap ($25,000 if below $4.00) could strain cash flow if revenue generation is slow.
• The company's ability to repay is contingent on its successful direct listing and future financing.

Risks

• Failure to comply with the new repayment provisions could lead to an Event of Default.
• The stock price falling below $4.00 for 10 days in a month significantly restricts repayment capacity.
• The company's ability to meet repayment obligations is dependent on the success of its commercial launch and subscriber growth.
• Potential for acceleration of the note upon an Event of Default.

Future Outlook

The company anticipates its Common Stock will begin trading on the Nasdaq Capital Market under the symbol GYGY around July 30, 2026. Future repayment of the note is structured around the post-listing period, with specific monthly limits and potential extensions, contingent on compliance with repayment provisions and the company's financial performance.

Management Comments

• "Today marks a defining milestone for Game Your Game as we began trading on Nasdaq. A decade of data, a rebuilt product, and a community of golfers in more than 140 countries have brought us to this moment."
• "As a public company, we're focused on completing our commercial launch, scaling our subscriber base, and building on our GameGolf AI platform that we believe sets us apart from our competition."

Industry Context

StockSavvy.ai notes that this amendment and upcoming Nasdaq listing are critical steps for Game Your Game, Inc. as it transitions from a development-stage company to a publicly traded entity in the competitive sports technology market, particularly within the golf industry.

Management Changes

Related Party Transactions

• The Promissory Note is between Game Your Game, Inc. (Company) and Grafiti LLC (Holder), a subsidiary of Grafiti Group LLC, which is the parent of the Company and beneficial owner of over 50% of the Company's common stock.
• The Letter Agreement is between the Company and Grafiti Group LLC (Parent), concerning Series A Convertible Preferred Stock.

Stakeholder Impact

• Shareholders: The Nasdaq listing is a positive development, but the debt structure and repayment limitations could impact future profitability and cash availability.
• Creditors (Grafiti LLC): The maturity date extension and revised repayment terms provide Grafiti with a clearer path to repayment while managing the Company's liquidity.
• Management: Faces the challenge of balancing repayment obligations with operational growth and commercial launch post-listing.

Next Steps

• Common Stock to begin trading on the Nasdaq Capital Market under the symbol GYGY.
• Company to commence commercial launch and scale subscriber base.
• Implementation of new repayment provisions for the Promissory Note.
• Potential use of proceeds from future financings for note repayment.

Key Dates

Recommendation

The filing indicates a significant step towards public trading with a Nasdaq listing, coupled with a necessary amendment to a substantial debt instrument. While the maturity extension and waiver of past defaults are positive, the strict repayment terms tied to future performance and stock price present ongoing risks. A 'hold' recommendation is appropriate pending further clarity on the company's commercial launch success and its ability to manage its debt obligations under the new terms.

Keywords

Promissory Note Amendment, Maturity Date Extension, Debt Repayment, Nasdaq Listing, Grafiti LLC, Game Your Game, Inc., Securities Purchase Agreement, Series A Preferred Stock