Game Your Game GYGY

Game Your Game faces Nasdaq delisting risk

Nasdaq bid price notice, cure by Apr 26, 2027, Item 3.01 Listing standards notice, Item 5.02 Executive or director change

Form
8-K
Filed
Importance
Major
  1. Received Nasdaq notice for failing to meet $1.00 bid price requirement
  2. Given 180 days until April 26, 2027, to regain compliance
  3. Appointed new independent director Veronica V. Montenegro

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The company has 180 days, until April 26, 2027, to regain compliance.
  2. The filing also reports the appointment of Veronica V.
  3. Montenegro to the board of directors, effective October 28, 2026.
  4. She will serve as a director until the next annual meeting and will chair the nominating and corporate governance committee.
  5. Montenegro has experience in securities enforcement and litigation.
  6. The Form 8-K includes exhibits such as an offer letter for Montenegro and forms of indemnification and equity incentive plans.
  7. These documents are incorporated by reference from the company's earlier registration statement.
  8. The report was signed by the CEO, Soumya Das, on October 30, 2026.

8 of 8 claims matched the filing text.

From the filing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 27, 2026, Game Your Game, Inc. (the Company ) received a letter (the Notice ) from the Listing Qualifications Staff (the Staff ) of The Nasdaq Stock Market LLC ( Nasdaq ) notifying the Company that, based upon the closing bid price of the Company s common stock for the last 30 consecutive business days beginning on September 15, 2026, and ending on October 26, 2026, the Company no longer meets the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the Minimum

Bid Price Requirement ).

In accordance with Nasdaq

Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until April 26, 2027, in which to regain compliance.1

In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company s common stock must be at least $1.00 per share for 10 consecutive business days during this 180-day period, unless the Staff exercises its discretion to extend such 10-consecutive business day period. In the event that the Company does not regain compliance within this 180 day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum

Bid Price Requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary. However, if the Company is not eligible for the additional compliance period, or if it appears to the Staff that the Company will not be able to cure the deficiency, the Staff will provide written notice to the Company that its common stock will be subject to delisting. At that time, the Comp

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Ap

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 28, 2026 (the Effective Date ), 3the board of directors (the Board ) of the Company appointed Veronica V. Montenegro to the Board2, to serve as a director until the Company s next annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal.4 The Board has determined that Ms. Montenegro qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2), satisfies the heightened independence requirements applicable to audit committee members under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5605(c)(2)(A), and satisfies the independence requirements applicable to compensation committee members under Nasdaq Listing Rule 5605(d)(2)(A). In connection with Ms. Montenegro s appointment to the Board, and effective as of the Effective Date, the Board appointed Ms. Montenegro to serve on all of its standing committees as follows: (i) as chairperson of the nominating and corporate governance committee4 (the Governance

Committee ), succeeding Adam Benson, who will remain a committee member, and (ii) as a member of the audit committee (the Audit

Committee ) and the compensation committee (the Compensation Committee ).

1

Ms. Montenegro, age 44, is an attorney whose experience includes significant work in securities enforcement, securities litigation and investor protection.5 Since

August 2024, Ms. Montenegro has been the owner and principal attorney of the Law Office of Veronica V. Montenegro, PLLC, a law practice focused on criminal defense and civil rights litigation. From October 2022 to August 2024, Ms. Montenegro served as Senior Counsel at Bernstein Litowitz Berger & Grossmann LLP, and from August 2016 to October 2022, she served as Of Counsel at Pomerantz LLP. At both firm

Item 9.01. Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit6

Number6

Description6

10.1*+6

Offer Letter, dated October 28, 2026, by and between Game Your Game, Inc. and Veronica V. Montenegro.6

10.2+6

Form of Indemnification Agreement6 (incorporated by reference to Exhibit 10.26 to the Company s Registration Statement on Form S-1 (File No. 333-296763), filed with the Securities and Exchange Commission on June 12, 2026).7

10.3+

Form of 2026 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Company s Registration Statement on Form S-1 (File No. 333-296763), filed with the Securities and Exchange Commission on June 12, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

+ Indicates a management contract or compensatory plan, contract or arrangement.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 20268

Game Your Game, Inc.8

By:8

/s/ Soumya Das8

Soumya Das8

Chief Executive Officer8

3

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