Game Your Game Inc.

As filed with the U.S. Securities and Exchange Commission on August 21, 2026.

Registration No: 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(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, please 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 a post-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 a post-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, a non-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, 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 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, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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

Preliminary Prospectus

SUBJECT TO COMPLETION, DATED AUGUST 21, 2026

22,222,200 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by Streeterville Capital, LLC, a Utah limited liability company (the “Selling Stockholder” or “Streeterville”), of up to an aggregate of 22,222,200 shares of Common Stock (the “Conversion Shares”), par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc., a Nevada corporation (the “Company,” “we,” “our,” “us,” or other similar pronouns), issuable to Streeterville pursuant to that certain Securities Purchase Agreement, dated June 30, 2026, by and between the Company and Streeterville (the “Securities Purchase Agreement”). The Conversion Shares consist of (i) up to 4,444,440 shares of Common Stock issuable upon conversion of the 8,000 shares of Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), issued to Streeterville in connection with the second closing contemplated under the Securities Purchase Agreement, which are currently issued and outstanding, and (ii) up to 17,777,760 shares of Common Stock issuable upon conversion of up to 32,000 additional shares of Series A Preferred Stock that Streeterville may elect to purchase from time to time pursuant to the Securities Purchase Agreement, which collectively represent the full Commitment Amount (as defined below) thereunder, as further described in this prospectus. The number of Conversion Shares registered hereunder represents 200% of the maximum number of shares of Common Stock issuable upon the conversion of all of the Series A Preferred Stock issuable pursuant to the Securities Purchase Agreement, which assumes conversion of all 40,000 shares of Series A Preferred Stock issuable under the Securities Purchase Agreement at the floor price of $4.00 per share, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events (the “Floor Price”), and that no Trigger Event or Event of Default specified in the Certificate of Designation (each as defined below) has occurred (see “The Streeterville Preferred Facility” for additional information).

We have entered into the Securities Purchase Agreement with Streeterville, pursuant to which we agreed to issue and sell, and have issued and sold, as applicable, to Streeterville (i) up to $40,000,000 (the “Commitment Amount”) in aggregate of Series A Preferred Stock, (ii) 1,438,000 shares of Common Stock (the “Pre-Delivery Shares”); and (iii) a warrant to purchase up to 1,250,000 shares of Common Stock at an exercise price of $8.00 per share (the “Warrant”). This prospectus does not cover the resale of the Pre-Delivery Shares or the shares of Common Stock issuable upon exercise of the Warrant, each of which we previously registered for resale on our registration statement on Form S-1 (File No. 333-296763), as amended, which was declared effective on July 28, 2026 (the “Direct Listing Registration Statement”).

The Series A Preferred Stock is convertible into shares of Common Stock at the election of Streeterville at any time following the applicable issuance date. The number of Conversion Shares issuable upon conversion of the Series A Preferred Stock is determined by dividing the applicable conversion amount, which is equal to the number of shares of Series A Preferred Stock being converted multiplied by the then-current stated value of $1,111.11 per share (the “Stated Value”) by the applicable conversion price (the “Conversion Price”). Prior to the occurrence of a Trigger Event or an Event of Default, each as specified in the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designation”), the Conversion Price is equal to $8.00 per share (the “Fixed Price”). Thereafter, the Conversion Price is the lesser of (A) the Fixed Price and (B) 88% of the lowest daily volume-weighted average price (“VWAP”) of our Common Stock during the ten (10) trading days prior to the applicable measurement date (the “Market Price”). The Conversion Price is in all cases subject to a Floor Price of $4.00 per share, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events. Upon the occurrence of a Trigger Event, the Stated Value will automatically increase by 5%, and upon the occurrence of an Event of Default the Stated Value will automatically increase by 10%, in each case resulting in a greater number of Conversion Shares becoming issuable upon conversion of a Series A Preferred Stock.

Each share of Series A Preferred Stock accrues a preferred return at a rate of 10% per annum, compounding daily and payable quarterly in cash or via the issuance of additional shares of Series A Preferred Stock at our election, increasing to 15% per annum upon the occurrence of an Event of Default.

The number of shares of Common Stock that may be issued to Streeterville upon conversion of the Series A Preferred Stock is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of Common Stock, which limitation is unconditional and non-waivable, and a restriction that we cannot issue shares of Common Stock to Streeterville in excess of the requirements of Nasdaq Listing Rule 5635(d) (the “Exchange Cap”), unless and until we obtain stockholder approval of such issuances (the “Approval”). We obtained the Approval on June 30, 2026. The number of shares of Common Stock that may ultimately be acquired by Streeterville pursuant to the Securities Purchase Agreement is not currently known and is subject to satisfaction of certain conditions and other limitations, including the conditions and limitations described above.

We are not offering any shares of Common Stock for sale under this prospectus and will not receive proceeds from the resale of shares by the Selling Stockholder. We received $8,000,000 in gross proceeds from the sale of shares of Series A Preferred Stock to Streeterville at the second closing under the Securities Purchase Agreement and may receive up to an additional $32,000,000 from sales of shares of Series A Preferred Stock to Streeterville thereunder. The Selling Stockholder or its pledgees, assignees or successors in interest may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the Common Stock covered by this prospectus in the section titled “Plan of Distribution” on page 102. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Common Stock covered by this prospectus will be borne by the Selling Stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Common Stock may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “GYGY.” On August 20, 2026, the last reported sale price of our Common Stock on Nasdaq was $1.64 per share.

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 the “Risk Factors” section beginning on page 9 of this prospectus for the risks and uncertainties you should consider before investing 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

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