Game Your Game Inc. (GYGY): CFO Wendy Loundermon appointed

Events in this filing

Item 5.02 as filed

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.
1
In
connection with her appointment, and following the approval of the Board upon recommendation of the compensation committee of the Board
(the “Compensation Committee”), the Company entered into an employment agreement with Ms. Loundermon (the “CFO Agreement”),
effective as of October 16, 2026, which sets forth the terms of Ms. Loundermon’s services as Chief Financial Officer (and principal
financial and accounting officer) and her compensation arrangement. Pursuant to the CFO Agreement, Ms. Loundermon will receive (i) a base
salary of $200,000; (ii) a one-time signing bonus of $25,000; (iii) a potential Acquisition Bonus (as defined herein), under which, subject
to certain limitations and adjustments, Ms. Loundermon is entitled to receive up to 1.0% (the “Bonus Percentage”) of the consideration
actually paid by the Company or any of its subsidiaries following the closing of a Board-approved strategic acquisition of more than 50%
of the voting equity, or all or substantially all of the business assets, of an unaffiliated third-party company, which, if applicable,
will be payable in cash in accordance with the terms and conditions of the CFO Agreement (the “Acquisition Bonus”), which
Bonus Percentage will be determined in the sole discretion of the Board or Compensation Committee; (iv) stock options to purchase 200,000
shares of the Company’s common stock under the Company’s 2026 equity incentive plan (the “Plan”), which will be
granted subject to the approval by the Board, and will vest ratably in equal installments over 48 months from the grant date, subject
to Ms. Loundermon’s continued employment with the Company through the applicable vesting date(s); and (v) certain other benefits,
including, but not limited to, reimbursement of reasonable business expenses in accordance with the Company’s policy, eligibility
for discretionary equity awards as may be approved by the Board or Compensation Committee under the Plan, equity award vesting acceleration
in certain cases, including with respect to a Change in Control (as defined in the CFO Agreement), and disability benefits, as set forth
in the CFO Agreement.
Ms.
Loundermon will serve as the Company’s Chief Financial Officer pursuant to the CFO Agreement for an initial term of twelve months,
which term renews automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least 60
days before the end of the then-current term. The Company’s delivery of a notice of non-renewal under the CFO Agreement will constitute
a termination without Just Cause (as defined in the CFO Agreement), effective as of the expiration of the then-current term, and the expiration
of the CFO Agreement following Ms. Loundermon’s delivery of a non-renewal notice thereunder will be treated as a resignation other
than for Good Reason (as defined in the CFO Agreement). Further, the CFO Agreement may be terminated by the Company at any time with or
without Just Cause, or by Ms. Loundermon, with or without Good Reason, upon not less than 60 days’ prior written notice to the Company.
If Ms. Loundermon is terminated without Just Cause or resigns for Good Reason, she is entitled to: (i) continued payment of her base salary
for 12 months following termination, subject to customary payroll practices and withholdings; (ii) a lump sum payment within 45 days of
termination equal to 12 months of COBRA premiums for medical, dental, and vision coverage for Ms. Loundermon, her spouse, and her children;
(iii) acceleration of 100% of the then-unvested portion of her stock options and other equity-based awards as of immediately prior to
the termination date; (iv) payment of all accrued but unused vacation time; and (v) reimbursement of all outstanding unreimbursed business
expenses, which, with respect to clauses (i) through (iii) above, are subject to execution, delivery, and non-revocation of a general
release of claims against the Company. If Ms. Loundermon is terminated for Just Cause or she resigns without Good Reason, she is entitled
only to accrued base salary, accrued vacation and unreimbursed expenses. Ms. Loundermon is also subject to certain customary confidentiality
and trade secret obligations during and after the term of her employment, as well as a one-year post-termination non-solicitation of employees
covenant and a one-year post-termination non-solicitation of customers covenant.
The
foregoing summary of the CFO Agreement is not complete and is qualified in its entirety by the full text of the CFO Agreement filed herewith
as Exhibit 10.1, which is incorporated by reference herein.
In
connection with her appointment, Ms. Loundermon also entered into the Company’s standard form of indemnification agreement, the
form of which was filed as 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, which is incorporated by reference herein.
2
There is no arrangement or
understanding between Ms. Loundermon and any other person pursuant to which she was selected as Chief Financial Officer (and principal
financial and accounting officer). Ms. Loundermon has no family relationships with any of the Company’s directors or executive officers,
and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Amendment to Chief Executive Officer
Employment Agreement
Also
on October 16, 2026, the Company, following the approval of the Board upon recommendation of the Compensation Committee, entered into
a First Amendment to Employment Agreement (the “Amendment”) with Soumya Das, the Company’s Chief Executive Officer,
which amended that certain Employment Agreement, dated as of April 16, 2026, by and between the Company and Mr. Das (the “Employment
Agreement”), pursuant to which Mr. Das serves as the Company’s Chief Executive Officer.
Among
other things, the Amendment: (i) increased Mr. Das’ base salary from $200,000 to $300,000, effective as of October 1, 2026; (ii)
increased Mr. Das’ aggregate maximum annual bonus opportunity from $50,000 to $200,000, which annual bonus will be payable in quarterly
installments, in the amounts allocated by the Board or Compensation Committee for each quarter, for each fiscal year of the Company beginning
on January 1, 2027, in cash or shares of the Company’s common stock under the Plan, at the discretion of the Board or Compensation
Committee, which annual bonus payment will be subject to the achievement of certain performance milestones established by the Board or
Compensation Committee within 60 days after the beginning of each fiscal year of the Company; (iii) modified the Acquisitive Transaction
Bonus (as defined in the Amendment) structure, such that, following the closing of a Board-approved strategic acquisition of more than
50% of the voting equity, or all or substantially all of the business assets, of an unaffiliated third-party company, where total consideration
(including the maximum contingent consideration) is equal to or in excess of $1.0 million, Mr. Das will receive an Acquisitive Transaction
Bonus equal to (a) 3.0% of the consideration actually paid by the Company up to and including $10.0 million, plus (b) 1.0% of the consideration
paid above $10.0 million up to and including $50.0 million, plus (c) any additional amount the Board or Compensation Committee determines
in its sole discretion for any consideration paid above $50.0 million, which Acquisitive Transaction Bonus will be payable in cash or
shares of the Company’s common stock under the Plan in the sole discretion of the Board or Compensation Committee, subject to Mr.
Das’ continued employment with the Company through the applicable payment date(s); (iv) increased the number of stock options to
be granted to Mr. Das under the Plan from a one-time grant of stock options to purchase 200,000 shares of the Company’s common stock,
which as of the date hereof have not been granted to Mr. Das, to two grants of stock options, each to purchase 500,000 shares of the Company’s
common stock (the “Initial Options” and “Additional Options,” respectively, and collectively, the “Options”),
each of which Options will be granted subject to the approval by the Board and pursuant to the terms and provisions of the Amendment and
the Plan, and subject to approval by the Board or Compensation Committee and Mr. Das’ continued employment with the Company through
the applicable grant date(s), and the Options will vest ratably in equal installments over 48 months from each of the applicable grant
date(s), subject to Mr. Das’ continued employment through each applicable vesting date(s); and (v) conformed certain provisions
to applicable California law.
Except as expressly amended
by the Amendment, the Amendment does not modify any other term of the Employment Agreement, and the Employment Agreement remains in full
force and effect. The foregoing summary of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment
filed herewith as Exhibit 10.2, which is incorporated by reference herein.