10/26/2026 | Press release | Distributed by Public on 10/26/2026 04:09
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Warrants
On October 23, 2026, Game Your Game, Inc. (the "Company"), entered into (i) an amendment (the "Debt Warrant Amendment") to that certain warrant to purchase 250,000 shares of the Company's common stock (the "Debt Warrants"), dated March 31, 2026, issued to Streeterville Capital, LLC ("Streeterville"); and (ii) an amendment (the "Preferred Warrant Amendment," and together with the Debt Warrant Amendment, the "Warrant Amendments") to that certain warrant to purchase 1,250,000 shares of the Company's common stock (the "Preferred Warrants," and together with the Debt Warrants, the "Warrants"), dated June 30, 2026, issued to Streeterville.
Pursuant to the Warrant Amendments, the Warrants' exercise price was reduced to $1.00 per share, effective as of the Disclosure Date (as defined in the Warrant Amendments). Further, in accordance with the Warrant Amendments, Streeterville agreed to waive the trigger of certain provisions included in other agreements between it and the Company, including, but not limited to, that certain Securities Purchase Agreement dated March 31, 2026, and that certain Securities Purchase Agreement, dated June 30, 2026.
Except as expressly amended by the Warrant Amendments, the Warrant Amendments do not modify any other terms of the Warrants, and the Warrants remain in full force and effective. The foregoing summary of the Warrant Amendments is not complete and is qualified in its entirety by the full text of the Debt Warrant Amendment and Preferred Warrant Amendment filed herewith as Exhibits 4.1 and 4.2, respectively, which are incorporated by reference herein.
The offering and sale of the Warrants was not registered under the Securities Act of 1933, as amended, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act for private transactions.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer and Related Employment Agreement
On October 23, 2026, upon approval by the Company's board of directors (the "Board"), the Company appointed Wendy Loundermon as the Company's Chief Financial Officer (and principal financial and accounting officer), succeeding Dominic Poole, who had served as the Chief Financial Officer of the Company since December 2016, effective as of October 16, 2026. On the same date, Mr. Poole stepped down from his position as Chief Financial Officer (and principal financial and accounting officer), and he will continue to serve as the Vice President of Finance of the Company with no changes to his compensation.
Wendy Loundermon, age 56, has more than 24 years of finance and accounting experience, including mergers and acquisitions, capital markets transactions, SEC reporting (including registration statements and consolidated financial statements for multiple domestic and international entities), PCAOB audits, tax compliance, and leadership of accounting, finance and human resources teams. Prior to this role, from March 2024 to October 2026, she served as Chief Financial Officer of Grafiti LLC ("Grafiti"), a privately held company and the Company's former controlling stockholder, which is a wholly owned subsidiary of Grafiti Group LLC, a significant stockholder of the Company that holds more than 5% of the Company's issued and outstanding shares of common stock. From September 2019 to March 2024, Ms. Loundermon served as Chief Financial Officer and a director of Inpixon (subsequently renamed to XTI Aerospace, Inc.), a former parent of the Company prior to its assignment of the Company's shares of common stock to Grafiti. Ms. Loundermon holds a B.S. in Accounting and an M.S. in Taxation from George Mason University.