SEC Form 3 · accession 0001213900-26-082440
Game Your Game Inc. · GYGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 28, 2026
Accepted (ET)
Jul 28, 2026 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002111846
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 8,396,773 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3 | $8.00 | holding | — | — | — | — | — | Common Stock | 2,500,000 | — | D |
Explanation of responses
- F1The reporting owner in whose name the securities reported herein are held, is managed by its general manager, Nadir Ali. Mr. Ali owns 1% of the outstanding equity interests of Grafiti Group LLC and Mr. Ali is trustee for the Ali Family Charitable Trust, which owns 99% of the equity interests of Grafiti Group LLC. As such, Mr. Ali holds voting and investment discretion with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock. Mr. Ali may be deemed a beneficial owner of the shares of common stock held by Grafiti Group LLC.
- F2The shares of Series A convertible preferred stock, par value $0.001 per share (the "Series A Preferred Stock"), are convertible at any time at the option of the holder into a number of shares of common stock of the issuer, par value $0.001 per share (the "common stock"), determined by dividing the stated value of $1,111.11 of the shares of Series A Preferred Stock being converted by an initial conversion price of $8.00, which stated value and initial conversion price are subject to adjustments as set forth in the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock, filed with the Nevada Secretary of State on June 30, 2026 (the "Certificate of Designation"); provided, however, that the conversion price shall be in no event lower than $4.00 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events).
- F3Due to a character limit, Footnote 3 is a continuation of Footnote 2: The Series A Preferred Stock cannot be converted by the reporting person if, after giving effect thereto, the reporting person, together with his/its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. The Series A Preferred Stock has no expiration date.