Game Your Game Inc.

S-11 ea0275919-04.htm REGISTRATION STATEMENT

Asfiled with the Securities and Exchange Commission on June 12, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GAME YOUR GAME, INC.

(Exact name of registrant as specified in its charter)

405 Waverley Street

Palo Alto, CA 94301

(415) 223-4630

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Soumya Das

405 Waverley Street

Palo Alto, CA 94301

(415) 223-4630

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Nimish Patel

Blake Baron

Gabriel Miranda

Mitchell Silberberg & Knupp LLP

437 Madison Avenue

New York, NY 10022

(202) 509-3900

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, check 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 pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory note

As of the date of this filing, Game Your Game, Inc., the registrant whose name appears on the cover of this registration statement, is a Nevada corporation. Effective as of March 31, 2026, we converted from a Delaware corporation into a Nevada corporation by means of a statutory conversion. This conversion is referred throughout the prospectus included in this registration statement as the “Conversion.” As a result of the Conversion, each outstanding share of our common stock was converted into 1.630876537 shares of common stock of Game Your Game, Inc., a Nevada corporation (the “Resulting Entity”). We are registering shares of the common stock of the Resulting Entity through the prospectus included in this registration statement.

Prior to the effectiveness of this registration statement, it is anticipated that Grafiti LLC (“Grafiti”), the holder of a majority of our issued and outstanding shares of common stock, will transfer and assign all of the shares of common stock held by it to its parent company, Grafiti Group LLC. This transfer and assignment of our shares of common stock is referred throughout the prospectus included in this registration statement as the “Share Transfer.”

Also prior to the effectiveness of this registration statement, we intend to enter into an Exchange Agreement with Grafiti Group LLC, pursuant to which we will issue 18,000.018 shares of our series A convertible preferred stock, par value $0.001 per share, which will be a newly designated series of preferred stock, to Grafiti Group LLC in exchange for 2,500,000 shares of our common stock held by it. This exchange is referred throughout the prospectus included in this registration statement as the “Exchange.” In connection with the Exchange, that certain Stockholders’ Agreement dated April 9, 2021, which is further described below, will be terminated, and all rights, preferences and obligations of the parties to the Stockholders’ Agreement shall be deemed to be terminated and of no further force and effect.

Except as disclosed in the prospectus, the consolidated historical financial statements, operating data and other historical financial information included in this registration statement are those of Game Your Game, Inc., a Nevada corporation, and its consolidated subsidiaries, which reflect the effects of the Conversion, but do not give effect to the Share Transfer or the Exchange described above.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold by the selling stockholders until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

SUBJECT TO COMPLETION, DATED JUNE 12, 2026

16,072,730 Shares of Common Stock

GAME YOUR GAME, INC.

This prospectus relates to the registration of the resale of up to 16,072,730 shares of common stock, par value $0.001 per share (the “common stock”), of Game Your Game, Inc., a Nevada corporation, by our stockholders identified in this prospectus, or their permitted transferees (the “Registered Shareholders”), in connection with our proposed direct listing (the “direct listing”) on the Nasdaq Capital Market (“Nasdaq”). The shares being registered herein may be freely sold in market transactions following the direct listing and upon the effectiveness of this registration statement. The shares mentioned above in this paragraph include (i) 14,388,000 shares of common stock, representing one hundred percent (100%) of our issued and outstanding common stock, (ii) 184,730 shares of common stock underlying a convertible promissory note and (iii) 1,500,000 shares of common stock underlying outstanding warrants. See “Principal and Registered Shareholders” for more information regarding the shares of common stock being registered pursuant to the registration statement of which this prospectus forms a part.

Unlike an initial public offering, the resale of common stock by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their common stock covered by this prospectus, as and to the extent they may determine. The Registered Shareholders may offer, sell or distribute all or a portion of such shares publicly or through private transactions at prevailing market prices or at negotiated prices. We are required to pay certain costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Registered Shareholders will bear all commissions and discounts, if any, attributable to their sale of common stock (see the “Plan of Distribution” section). If the Registered Shareholders choose to sell or distribute, as applicable, their common stock, we will not receive any proceeds from the sale or distribution, as applicable, of common stock by the Registered Shareholders.

No public market exists for our common stock, and our shares of common stock have a limited history of sales in private transactions by our stockholders. The purchase prices of our common stock in any private transactions may have little or no relation to the opening public price of shares of our common stock on Nasdaq or the subsequent trading price of shares of our common stock on Nasdaq. See “Sale Price History of Our Capital Stock” for more information. Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock, and consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Maxim Group LLC (the “Advisor”), in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares of common stock are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of common stock in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the

number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor the Registered Shareholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 94 of this prospectus.

We have applied to list our common stock on Nasdaq under the symbol “GYGY.” We expect our common stock to begin trading on Nasdaq on or around , 2026.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this direct listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not consummate the offering and we will terminate this direct listing. In such case, we will not request that the registration statement of which this prospectus forms a part be declared effective by the Securities and Exchange Commission (the “SEC”).

We will be deemed to be a “controlled company” under the Nasdaq listing rules following thecommencement of trading of our shares of common stock on Nasdaq as a result of this direct listing because Nadir Ali, our former Chief Executive Officer, will indirectly beneficially own approximately 65% of the voting power of our outstanding common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements; however, we do not currently intend to take advantage of any of these exceptions. See “Prospectus Summary — Controlled Company.”

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common STOCK involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our common STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.