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

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, 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

GAME YOUR GAME, INC.

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

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC using a “shelf” registration or continuous offering process. This prospectus relates to the resale of shares of our Common Stock by the Selling Stockholder. We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our Common Stock by the Selling Stockholder. The Selling Stockholder may, from time to time, sell the Common Stock covered by this prospectus from time to time in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution.” Before buying any of the shares of Common Stock offered hereby, you should carefully read this prospectus, any applicable prospectus supplement and the additional information described under “Where You Can Find Additional Information.” These documents contain important information that you should consider when making your investment decision. You may obtain the information described under “Where You Can Find Additional Information” without charge by following the instructions in that section.

You should rely only on the information contained in this prospectus or in any applicable prospectus supplement prepared by us or on our behalf, or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor the Selling Stockholder has authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholder is offering to sell, and seeking offers to buy, the shares of Common Stock covered by this prospectus only in jurisdictions where offers and sales are permitted. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell, or the solicitation of an offer to buy, any securities other than the shares of Common Stock offered hereby, and do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction where the offer or sale is not permitted. No dealer, salesperson or other person is authorized to give any information or to make any representation other than as contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You should assume that the information appearing in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on the front cover of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, including the Securities Purchase Agreement and the Certificate of Designation, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

For investors outside the United States: We have not, and the Selling Stockholder has not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside of the United States.

Unless otherwise stated or the context otherwise requires, “Game Your Game,” “GYG,” the “Company,” “we,” “our” or “us” means Game Your Game, Inc., a Nevada corporation, and our consolidated subsidiaries, which include, Active Mind Technology Limited and Active Mind Technology R&D Limited.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

We own or otherwise have rights to the trademarks, trade names and service marks, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks and tradenames. We do not intend our use or display of other entities’ trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data-gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, including, but not limited to, those described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before deciding whether to invest in our Common Stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Risks Related to Our Business and Our Industry

We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability.

We were incorporated under the laws of the State of Delaware on December 5, 2016, and converted into a Nevada corporation effective March 31, 2026. The likelihood of our creation of a successful business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and products. We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

Our ability to successfully execute our business plan may require additional debt or equity financing, which may otherwise not be available on reasonable terms or at all.

Based on our current business plan, we will need additional capital to support our operations, which may be satisfied with additional debt or equity financings. Future financings through equity offerings by us will be dilutive to existing stockholders. In addition, the terms of securities we may issue in future capital transactions may be more favorable to new investors than our current investors. Newly issued securities may include preferences, superior voting or consent rights, and the issuance of warrants, convertible notes or other derivative securities. We may also issue incentive awards under our equity incentive plans, which may have additional dilutive effects. We may also be required to recognize non-cash expenses in connection with certain securities we may issue in the future such as convertible notes and warrants, which would adversely impact our financial condition and results of operations. Our ability to obtain needed financing may be impaired by factors, including the condition of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could affect the availability or cost of future financing. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may not be able to execute on our business plan.

We have a history of operating losses and there is no assurance that we will be able to achieve or sustain profitability, and we may require additional financing to fund our operations.

We have a history of operating losses. We have incurred net losses of $783,789 and $1,848,619 for the fiscal years ended December 31, 2025 and 2024, respectively. We have incurred net losses of $4,030,345 and $144,966 for the six months ended June 30, 2026 and 2025, respectively. Total cash used in operations was $1,324,518 and $1,961,340 for the fiscal years ended December 31, 2025 and 2024, respectively. Total cash used in operations was $796,585 and $556,805 for the six months ended June 30, 2026 and 2025, respectively. Our ability to sustain and grow our operations is dependent upon our attaining and maintaining profitable operations and, if necessary, raising additional capital, but there can be no assurance that we will be able to raise any further financing, if needed.

Our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2025, expressing substantial doubt about our ability to continue as a going concern due to our recurring losses, negative cash flows from operations and limited cash resources at such time. Following the completion of our direct listing and receipt of proceeds from the Series A Preferred Stock financing pursuant to the Securities Purchase Agreement, management has concluded that the circumstances giving rise to that substantial doubt have been alleviated as of June 30, 2026. However, there can be no assurance that we will not experience losses, negative cash flows, or other circumstances in the future that could again raise substantial doubt about our ability to continue as a going concern, or that a going concern explanatory paragraph will not be included in a future report of our independent registered public accounting firm. Any recurrence of such doubt could adversely affect our ability to raise additional financing, enter into strategic relationships, obtain vendor credit, and retain customers or employees, and could materially harm our business.

We expect to continue to incur significant operating losses for the foreseeable future as we invest in product development, commercialization, sales and marketing, technology infrastructure, and general and administrative functions. Our ability to achieve or sustain profitability depends on our success in developing, marketing, and monetizing our products and services, attracting and retaining customers, and managing our operating expenses. We may never generate sufficient revenue to achieve profitability, or may not do so on a timeline currently anticipated. Our history of operating losses and cash uses, our projections of the level of cash that will be required for our operations to reach profitability, may impair our ability to raise capital on terms that we consider reasonable and at the levels that we will require over the long-term. We cannot provide any assurance that we will be able to secure additional funding from public or private offerings or debt financings, if needed, on terms acceptable to us or at all. To the extent needed, if we are unable to obtain the requisite amount of financing needed to fund our planned operations, it would have a material adverse effect on our business, and we may have to curtail, or even to cease operations. If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result in a decrease in our stock price.

We will require substantial additional capital to finance our operations and meet our growth objectives. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and development programs or future commercialization efforts, and/or our business and prospects could be materially and adversely affected.

Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities. We will continue to invest in building out its sales and marketing teams as well as maintain a robust development team. General and administrative expenses will increase as the cost of maintaining a public company is significantly higher than maintaining a privately held company. Accordingly, we will need to obtain substantial additional funding in order to maintain our continuing operations.

As of June 30, 2026, we had approximately $15,991 of cash on hand and our anticipated operating requirements for the next twelve months, assuming the maintenance of our current operations, exceed our available capital resources. On July 30, 2026, we received $8,000,000 in gross proceeds from the sale of 8,000 shares of Series A Preferred Stock to Streeterville at the Second Closing under the Securities Purchase Agreement. Our estimate as to how long we expect our existing capital to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.

Our future funding requirements will depend on many factors, including, but not limited to:

Advancing the development of our product will require a significant amount of capital. In order to fund all of the activities that are necessary to complete the development of our product, we will be required to obtain further funding through equity offerings, debt financings, collaborations and licensing arrangements or other sources, which may dilute our stockholders or restrict our operating activities. Adequate additional funding may not be available to us on acceptable terms, or at all.

Our potential failure to raise such capital as and when needed or on acceptable terms would have a negative impact on our results of operation, financial condition and our ability to pursue our business strategy, and we may have to delay, reduce the scope of, suspend or eliminate one or more of our research-stage programs, product development programs or future commercialization efforts, grant rights to develop and market products that we would otherwise prefer to develop and market ourselves, obtain funds through arrangement with collaborators on terms unfavorable to us or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of our stockholders.

If our products fail to satisfy customer demands or to achieve increased market acceptance, our results of operations, financial condition and growth prospects could be materially adversely affected.

The market acceptance of our products is critical to our continued success. Demand for our products is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by competitors, technological change, and growth or decline in the statistical analytics and visualization market. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our products, our business operations, financial results and growth prospects will be materially and adversely affected.

Defects, errors, or vulnerabilities in the products or services that we sell or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.

Because the products we sell are complex, they have contained and may contain software design errors or software bugs that are not detected until after their commercial release and deployment by customers. Defects may cause such products to be vulnerable to security attacks, cause them to fail to help secure information or temporarily interrupt customers’ networking traffic. Because the techniques used by hackers to access sensitive information change frequently and generally are not recognized until launched against a target, we may not be able to anticipate these techniques and provide a solution in time to protect customers’ data. In addition, defects or errors in our subscription updates or products could result in a failure to effectively update customers’ products and thereby leave customers vulnerable to advanced persistent threats (“APTs”) or security attacks.

Any defects, errors or vulnerabilities in the products we sell could result in:

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance or the warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries.

We provide our products and services to customers in many countries beyond the United States. These risks differ from and potentially may be greater than those associated with our domestic business. Our international business is sensitive to changes in the priorities and budgets of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as United States foreign policy.

Our international sales are also subject to local government laws, regulations and procurement policies and practices, which may differ from the U.S. government regulations, including regulations relating to import-export control, investments, foreign exchange controls and repatriation of earnings, as well as to varying currency, geo-political and economic risks. We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs. As a result of these factors, we could experience award and funding delays on international programs and could incur losses on such programs, which could negatively affect our results of operations and financial condition.

We are also subject to a number of other risks including:

In addition, our international operations (or those of our business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations. There may be conflict or uncertainty in the countries in which we operate, including public health issues (for example, an outbreak of a contagious disease such as 2019-Novel Coronavirus (2019-nCoV), avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. In the event our customers are materially impacted by these events, it may impact anticipated orders and planned shipments for our products. The European Union’s General Data Protection Regulation imposes significant new requirements on how we collect, process and transfer personal data, as well as significant fines for non-compliance. Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a material adverse effect on our business.

General economic conditions and trends affecting consumer discretionary spending and the sports and entertainment industries may adversely affect our business, financial condition, and results of operations.

Our business depends, in part, on consumer discretionary spending on sports-related activities, technology, and entertainment. Adverse macroeconomic conditions — including economic downturns, recessions, inflationary pressures, rising interest rates, increased unemployment, reduced consumer confidence, or other economic uncertainties — can reduce consumers’ discretionary income and willingness to spend on non-essential goods and services. As a result, demand for our products and services may decline, customers may delay or reduce purchases, subscription renewals may decrease, and pricing pressure may increase.

If these economic conditions persist or worsen, our revenues, margins, growth prospects, and cash flows could be materially and adversely affected, and we may be required to modify our business strategy, reduce operating expenses, or delay planned investments, any of which could harm our competitive position and long-term prospects.

Our international operations are subject to special government laws and regulations, such as the U.S. Foreign Corrupt Practices Act, and regulations and procurement policies and practices, including regulations to import-export control, which may expose us to liability or impair our ability to compete in international markets.

Our registration with the SEC and international operations subject us to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), and other applicable laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. and other business entities for the purpose of obtaining or retaining business. These laws and regulations apply worldwide. Our international activities create the risk of unauthorized payments or offers of payments by one of our employees, consultants or contractors that could be in violation of various laws including the FCPA, even though these parties are not always subject to our control. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, reputation, financial condition and results of operations.

We are also subject to import-export control regulations restricting the use and dissemination of information classified for national security purposes and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions laws or import-export control regulations could subject us to whistleblower complaints, adverse media coverage, investigations and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, reputation, financial condition and results of operations.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

We may be a party to claims that arise from time to time in the ordinary course of our business, which may include those related to, for example, contracts, sub-contracts, protection of confidential information or trade secrets, adversary proceedings arising from customer bankruptcies, employment of our workforce and immigration requirements or compliance with any of a wide array of state and federal statutes, rules and regulations that pertain to different aspects of our business. We may also be required to initiate expensive litigation or other proceedings to protect our business interests. There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any such claims or litigation. In addition, litigation and other legal claims are subject to inherent uncertainties. Those uncertainties include, but are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws and judicial proclivities regarding damage awards among the states in which we operate. Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows. Due to recurring losses and net capital deficiency, our current financial status may increase our default and litigation risks and may make us more financially vulnerable in the face of threatened litigation.

We may be subject to government or regulatory investigations or inquiries under national, regional and local laws, as amended from time to time, and may be required to comply with data requests, or requests for information by government authorities and regulators in the United States or other jurisdictions in which we operate and any resulting enforcement action could have a materially adverse effect on us.

We have, and will continue to, interact regularly with regulatory and self-regulatory agencies in the United States or other jurisdictions in which we operate, including the SEC and Nasdaq. We may in the future be the subject of SEC and other regulatory investigations and may be required to comply with informal or formal orders or other requests for information or documentation from such government authorities and regulators regarding our compliance with national, regional and local laws and regulations, including the rules and regulations under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such laws and regulations and their interpretation and applications may also change from time to time. Responding to requests for information from regulators in connection with any such investigations or inquiries could have a materially adverse effect on our business through, among other things, significantly increased legal fees and the time and attention required of the Company’s management and employees to be diverted from our normal business operations and growth plans. Moreover, if a regulator were to initiate an enforcement action against us, any such action could further consume our resources, require us to change our business practices and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.

Any system or service disruptions on our hosted Cloud infrastructure or those caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner. We are also subject to systems failures, including network, software or hardware failures, Denial-of-Service (DoS) attack, whether caused by us, third-party service providers, invasions, disruptions, cyber security threats, hacker attacks, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us financial or reputational damage, interrupt or suspend our operations, subject us to legal action and increased regulatory oversight, or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

We may enter into joint venture, teaming and other similar arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have material adverse results on our business and results of operations.

While we have not entered into any joint venture, teaming and other similar arrangements at the current date, we may enter into these activities in the future. These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. A failure of our business relationships could have a material adverse effect on our business and results of operations.

Our acquisition-focused growth strategy may make it difficult for investors to evaluate our future business and operating results.

We intend to pursue a strategic growth strategy that may include acquisitions of, or investments in, complementary businesses, technologies, data assets, intellectual property, or strategic partnerships. As a result, our future business mix, revenue sources, cost structure, and operating model may change over time, which could make it difficult for investors to evaluate our historical financial performance or predict our future results.

Our financial results may vary significantly from period to period depending on the timing, size, and accounting treatment of any acquisitions we complete. Acquired businesses may have different growth rates, margins, customer characteristics, or operating models than our existing operations, and historical financial information for such businesses may not be indicative of the performance of our combined company. These factors may reduce the comparability of our financial results across periods and increase uncertainty regarding our long-term prospects.

Acquisitions involve significant risks and may not result in improved operating results or profitability.

The acquisition of new businesses, technologies, or assets involves numerous risks and uncertainties, including difficulties in identifying suitable targets, conducting effective due diligence, and integrating acquired operations, personnel, systems, or technologies into our existing business. We may experience integration challenges, unanticipated costs, operational disruptions, or difficulties retaining key employees or customers of acquired businesses.

In addition, acquisitions may require significant capital expenditures, the issuance of equity or equity-linked securities, or the incurrence of debt, which could result in dilution to existing stockholders or increased leverage. We may also record goodwill or other intangible assets that could be subject to future impairment charges. There can be no assurance that any acquisition will achieve anticipated synergies, generate expected revenues, or contribute to profitability. Failure to successfully execute our acquisition strategy could materially and adversely affect our business, financial condition, operating results, and prospects.

The risks arising with respect to the historic business and operations of potential future acquisition targets may be different from what we anticipate, which could significantly increase the costs and decrease the benefits of the acquisition and materially and adversely affect our operations going forward.

Although we intend to perform significant financial, legal, technological and business due diligence with respect to future acquisition targets, we may not fully appreciate, understand or anticipate the extent of the risks associated with the acquisitions. We expect to secure indemnification for certain matters in connection with future acquisitions in order to mitigate the consequences of breaches of representations, warranties and covenants under the governing transaction agreements and the risks associated with historic operations, including those with respect to compliance with laws, accuracy of financial statements, financial reporting controls and procedures, tax matters and undisclosed liabilities. We believe that these indemnification provisions, together with any applicable holdback escrows and insurance policies that we may determine to put in place will limit the economic consequences of the issues that may be identified in connection with the due diligence review process to acceptable levels. Notwithstanding our exercise of due diligence and risk mitigation strategies, the risks of acquiring target companies with historic businesses and operations may expose us to unknown or contingent liabilities and the costs associated with these risks may be greater than we anticipate causing material and adverse impact on our business, liquidity, capital resources or results of operations.

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anti-corruption, import/export controls, trade restrictions, internal control and disclosure control obligations, securities regulation and anti-competition. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.

Digital threats such as cyber-attacks, data protection breaches, computer viruses, malware, ransomware, phishing attacks, or other malicious acts may disrupt our operations, harm our operating results and damage our reputation. Our products and services, our internal systems, and the servers, data centers and cloud-based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to unauthorized access, tampering, human error, and other security incidents.

Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud-based solutions on which our data, and data of our customers, suppliers and business partners are stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, malicious acts, and similar disruptions from unauthorized tampering or human error. Use of our products and services in our customers’ environments may have the possibility of being breached as a result of acts other than our customers exposing confidential and sensitive information. Despite our security controls and measures, any such event could compromise our networks or those of our customers, and the information stored on our networks or those of our customers could be accessed, publicly disclosed, lost or stolen, which could subject us to liability to our customers, business partners, regulatory authorities and others, and could have a material adverse effect on our business, operating results, and financial condition and may cause damage to our reputation. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and meet with resistance, and may not be successful. Breaches of network security in our customers’ networks, or in cloud-based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our business.

We maintain cybersecurity and related insurance coverage that we believe is appropriate and adequate for our current stage of operations. However, such insurance coverage is subject to deductibles, coverage limits, exclusions, and other terms and conditions, and may not cover all claims or types of losses that we may incur. In addition, coverage may be unavailable or insufficient to cover the full extent of any liability, and future coverage may not be available on commercially reasonable terms, or at all. A significant cybersecurity incident could therefore result in substantial out-of-pocket costs and materially and adversely affect our business, financial condition and results of operations, even if we maintain insurance coverage.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, in the United States, the European Union and elsewhere around the world. Weak economic conditions generally, sustained uncertainty about global economic conditions, or a prolonged or further tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows. Concerns over inflation, energy costs, geopolitical issues and the availability of credit globally, have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices and wavering business and consumer confidence, have precipitated an economic slowdown and uncertain global outlook. Domestic and international equity markets have been experiencing heightened volatility and turmoil. These events and the continuing market upheavals may have an adverse effect on our business. In the event of extreme prolonged market events, such as the global economic recovery, we could incur significant losses.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving. Such regulation could directly restrict portions of our business or indirectly affect our business by constraining our customers’ use of our technology and services or limiting the growth of our markets.

We are subject to diverse laws and regulations relating to data privacy and security, including the EEA, Regulation 2016/679, known as the EEA General Data Protection Regulation (“GDPR”). The GDPR implements stringent operational requirements for controllers of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data (including, in certain circumstances for marketing and other follower engagement), more robust disclosures to individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention of information, additional obligations when we contract third-party processors in connection with the processing of personal data, and certain restrictions when transferring personal data outside of the UK.

Failure to comply with European Union laws, including failure under the GDPR, Data Protection Act 2018, ePrivacy Directive and other laws relating to the security of personal data may result in fines up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, if greater, and other administrative penalties including criminal liability, which may be onerous and adversely affect our business, financial condition, results of operations and prospects. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR includes restrictions on cross-border data transfers. Failure to comply with the GDPR and related laws may lead to increased risk of private actions from data subjects and consumer not-for-profit organizations, including a new form of class action that is available under the GDPR.

In recent years, US and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. In the United Kingdom, marketing is defined broadly to include any promotional material and the rules specifically on electronic marketing are currently set out in the ePrivacy Directive (which is implemented in the United Kingdom by the Privacy and Electronic Communications Regulations; this remains in force following the United Kingdom’s departure from the European Union), which requires informed consent for the placement of a cookie or similar technologies on a user’s device and for certain direct electronic marketing. The regime also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology, and non-compliance with marketing and cookies laws could lead to litigation, regulatory investigations, enforcement notices or monetary penalties. Further regulation or more stringent enforcement of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions on our online activities, including efforts to understand followers’ internet usage and promote ourselves to them.

In addition, our services may be subject to regulation under current or future laws or regulations implemented by governments and agencies of foreign jurisdictions where we currently or may in the future operate as these jurisdictions have adopted and could in the future adopt, modify, apply or enforce laws, policies, and regulations covering user privacy, data security, technologies that are used to collect, store and/or process data, and/or the collection, use, processing, transfer, storage and/or disclosure of data associated with individuals. The categories of data regulated under these laws vary widely, are often broadly defined, and subject to new applications or interpretation by regulators. The uncertainty and inconsistency among these laws, coupled with a lack of guidance as to how these laws will be applied to current and emerging global positioning and analytics technologies, creates a risk that regulators, lawmakers or other third parties, such as potential plaintiffs, may assert claims, pursue investigations or audits, or engage in civil or criminal enforcement. These actions could limit the market for our services and technologies or impose burdensome requirements on our services and/or customers’ use of our services, thereby rendering our business unprofitable.

If our treatment of data, privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement, financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with us. In addition, data protection laws, such as the GDPR, foreign court judgments or regulatory actions could affect our ability to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers, or partners outside the United States. For instance, the GDPR restricts transfers of personal data outside of the European Economic Area, including to the United States, subject to certain requirements. Such data protection laws, judgments or actions could affect the manner in which we provide our services or adversely affect our financial results if foreign customers and partners are not able to lawfully transfer data to us.

The ongoing legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S. and Swiss-U.S. Privacy Shield frameworks and the European Commission’s Model Contractual Clauses, each of which are currently under particular scrutiny. Additionally, certain countries have passed or are considering passing laws requiring local data residency. The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.

Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.

Any actual or perceived failure by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions and penalties against us.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Evolving and increasingly stringent privacy, data protection and security laws, regulations and industry standards may adversely affect our business, and failure to comply with such requirements could result in liability, reputational harm and reduced adoption of our products and services.

Our business involves the collection, transmission, storage and processing of information through our hardware devices, mobile application, cloud-based platform and subscription services. While much of the data we collect relates to golf performance metrics, user accounts, device identifiers, location-based information and other data elements may be considered “personal information,” “personal data,” or similar regulated information under applicable laws in the United States, the European Union and other jurisdictions in which our products are used.

Privacy, data protection and cybersecurity laws and regulations are evolving rapidly, and their interpretation and enforcement remain uncertain. Changes in the definition or scope of regulated personal information, the expansion of consumer rights, or the imposition of new compliance obligations could increase our compliance costs, restrict how we collect, use, share or transfer data, or require modifications to our products, services, technology infrastructure or business practices. In addition, new or evolving requirements could limit our ability to enter into or maintain technology alliances, distribution relationships, analytics partnerships or other strategic arrangements that involve data sharing.

We may also be subject to claims, investigations, enforcement actions or litigation alleging non-compliance with applicable privacy or data security requirements. Even if such claims lack merit, responding to them could be costly and time-consuming and could divert management attention. Adverse outcomes could result in financial penalties, contractual liability, mandatory changes to our data practices, or other restrictions on our operations.

Consumer sensitivity to privacy and data security practices continues to increase. If users perceive that our products or platform do not adequately protect their information, or if we experience a data security incident, we may suffer reputational harm and reduced user engagement. Any significant decline in user trust or subscription renewals could adversely affect our recurring revenue model and growth prospects.

Furthermore, legislative or regulatory developments — whether driven by public concerns, litigation against other technology companies, or broader policy initiatives — could result in new requirements that materially limit the deployment or functionality of technologies such as GPS tracking, performance analytics, artificial intelligence-based recommendations or connected hardware systems. Compliance with such requirements could increase our costs, reduce demand for our products and services, or otherwise materially and adversely affect our business, financial condition and results of operations.

Our AI-enabled golf analytics products may not generate accurate or meaningful insights, which could limit adoption and harm our reputation.

Our products leverage artificial intelligence and machine learning algorithms to analyze golf performance data and generate insights and recommendations for users. These systems process data collected from sensors, mobile devices, and user inputs, which may be incomplete, inconsistent, inaccurate, or affected by environmental factors such as course conditions, weather, equipment differences, or user behavior. If our AI models fail to accurately capture, classify, or interpret shots, strokes, or performance metrics, the insights and recommendations we provide may be unreliable or perceived as lacking value, which could reduce user engagement, increase customer churn, and negatively affect our brand and results of operations.

Limitations in the quality, quantity, or availability of golf performance data could impair the effectiveness of our AI models.

The performance of our AI models depends on access to large volumes of high-quality, diverse golf performance data across different players, courses, and playing conditions. If we are unable to obtain sufficient data to train and refine our models, or if our data sources are restricted due to privacy regulations, contractual limitations, or reduced user participation, our ability to improve model accuracy and functionality may be adversely affected. In addition, biases or gaps in training data could limit the applicability of our analytics across different skill levels or playing styles, reducing the overall usefulness of our products.

Errors in shot tracking or AI-generated recommendations, and the dissemination of negative commentary through social media or golf industry forums, could result in customer dissatisfaction, reputational harm, or potential liability.

Our products are designed to provide automated shot tracking, performance analytics and AI-generated recommendations to golfers. While we seek to deliver accurate and reliable insights, our hardware and software systems, including our embedded AI models, may from time to time produce inaccurate shot data, incomplete round information, or recommendations that users perceive as incorrect or misleading. Users may rely on these insights when making decisions regarding practice routines, equipment selection, or gameplay strategy. If our products fail to perform as expected, users may lose confidence in our platform, discontinue subscriptions, request refunds, or assert claims against us, including claims alleging product defects, misrepresentation or failure to meet performance expectations. Even if such claims lack merit, defending against them could be costly and divert management’s attention and resources.

In addition, dissatisfied users may post negative reviews or commentary on social media platforms, app stores, online retail sites, or golf-related forums and communities. The viral nature of online content and the prominence of influencer and peer-based recommendations within the golf industry could amplify such negative publicity. We have limited ability to control or effectively respond to public commentary, and unfavorable or misleading information may be disseminated broadly regardless of its accuracy. Negative perceptions regarding the accuracy or reliability of our technology could harm our brand, reduce user acquisition and retention, limit strategic partnerships, and adversely affect our business, financial condition and results of operations.

The implementation of AI into our technologies may prove to be more difficult than anticipated and may adversely affect our business.

Our future success depends, in part, upon our ability to address the needs of our customers by using and integrating AI technology to provide products and services that will satisfy customer demands. The costs of implementing new technology, including personnel, can be high, in both absolute and relative terms, and we may not achieve intended benefits of new technology initiatives. Moreover, the implementation of AI technology can expose us to new or increased operational risks. For example, our implementation of certain new technologies, such as those related to AI, machine learning and automated decision making, in our business processes and products may have unintended consequences due to their limitations or our failure to use them effectively. Many of our competitors have substantially greater resources to invest in technological improvements or are technology focused start-ups with internally developed cloud-native systems that offer improved user interfaces and experiences. We may not be able to effectively develop AI technology-driven products and services or be successful in marketing these products and/or services to our customers or effectively deploy new technologies to improve efficiency. Failure to successfully keep pace with technological change and affecting the AI industry or to successfully implement such AI technologies could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

The integration of hardware, software, and AI technologies increases development complexity and operational risk.

Our solutions involve the integration of hardware components, mobile applications, cloud-based platforms, and AI-driven analytics. Coordinating these components requires significant technical expertise and ongoing development efforts. Hardware malfunctions, software bugs, data transmission failures, or issues with third-party platforms could disrupt data collection or analytics processing, negatively affecting the user experience. These challenges may increase development costs, delay product improvements, or limit our ability to scale efficiently.

We use AI in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We are increasingly incorporating AI-driven technologies and solutions into our products and offerings, and we expect that AI will continue to become a more integral part of our business over time. Our competitors, AI companies, or other third parties may incorporate AI into their products or operations more quickly or successfully than us, or develop superior products and services with the aid of AI, which could impair our ability to compete effectively and adversely affect our results of operations. The rapid pace of AI advancement may make it difficult to maintain competitive advantages, and AI capabilities could quickly become commoditized, reducing our ability to differentiate our products and offerings. Additionally, we may face challenges in protecting AI-generated innovations as intellectual property protections for AI-created materials remain uncertain in many jurisdictions. Competitors may be able to reverse-engineer or replicate our AI capabilities, and questions regarding ownership of AI-generated content or inventions could create legal uncertainties. Furthermore, if we use AI that is based on data, algorithms, or other inputs that are flawed, or if the AI assists in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, violative of third-party intellectual property, or biased, our business, financial condition, and results of operations may be adversely affected.

The use of new and evolving technologies, such as AI and machine learning, in our operations may require us to expend material resources for compliance and may present risks and challenges that can impact our business including by posing security and other risks to our confidential information, proprietary information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect our business.

Integrating AI into our products presents risks and challenges that could affect its adoption, and therefore our business. There are significant risks involved in utilizing AI and no assurance can be provided that the usage of AI will enhance our business or assist our business in becoming more efficient or profitable. The use of certain AI technology can give rise to intellectual property risks, including compromises to proprietary intellectual property and intellectual property infringement and misappropriation. Other known risks of AI currently include inaccuracy, bias, toxicity, data privacy and cybersecurity issues, and data provenance disputes. In addition, AI may have errors or inadequacies that are not easily detectable. AI may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data), which may adversely impact our business. Our products collect, process, and analyze personal and performance-related data from users, and if the data used to train AI or the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, incomplete, overbroad or biased, our business, financial condition, and results of operations may be adversely affected. Additionally, we expect to see increasing government and supranational regulation and ethical concerns related to AI use which may also significantly increase the burden and cost of research, development and compliance in this area. For example, the EU’s Artificial Intelligence Act — the world’s first comprehensive AI law — entered into force on August 1, 2024, and, with some exceptions, will become fully applicable in December 2026. This legislation imposes significant obligations on providers and deployers of high-risk AI systems and encourages providers and deployers of AI systems to account for certain ethical principles in their design, development and use of these systems. The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our technology and products and/or services to help ensure that AI is implemented in accordance with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. The legal landscape and subsequent legal protections for the use of AI remains uncertain, and development of the law in this area could impact our ability to enforce our proprietary rights and/or protect against infringing uses. If we do not have sufficient rights to use the data on which AI relies or to the outputs produced by AI applications we may incur liability through the violation of certain laws, third-party privacy or other rights or contracts to which we are a party. Our use of AI applications may also, in the future, result in cybersecurity incidents that implicate the personal data of customers. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

Rapid technological change and competition in sports analytics may limit the long-term success of our AI-based products.

The market for sports performance analytics is highly competitive and characterized by rapid technological change. Competitors may develop more accurate shot-tracking systems, superior analytics models, or alternative technologies that reduce the perceived value of our products. To remain competitive, we must continue to invest in improving our AI models, sensor technologies, and user experience. There can be no assurance that such investments will result in commercially successful products or sustainable competitive advantages.

Our products may be subject to claims that they infringe the intellectual property rights of others, the resolution of which may be time-consuming and expensive, as well as require a significant amount of resources to prosecute, defend, or make our products non-infringing.

Lawsuits and allegations of patent infringement and violation of other intellectual property rights occur regularly in many industries. For instance, we have in the past received, and we may receive in the future, notices from third-parties claiming that our products infringed on their proprietary rights, including patents held by such parties. Likewise, we may need to resort to litigation to enforce our patent rights or to determine the scope and validity of third-party intellectual property rights. Regardless of their merits, notices, accusations and lawsuits like these may require significant time and expense to defend, may negatively affect customer relationships, may divert management’s attention away from other aspects of our operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition and cash flows. If we are unsuccessful, we could be required to expend significant resources to develop non-infringing technology or to obtain licenses to the technology that is the subject of the litigation. We may not be successful in such development, or such licenses may not be available on commercially reasonable terms, or at all. Without such a license, or if we are the subject of an exclusionary order, our ability to make our products could be limited and we could be enjoined from future sales of the infringing product or products, which could adversely affect our revenues and operating results. We also face risks that third parties may assert trademark infringement claims against us in one or more jurisdictions throughout the world related to our brands and/or other trademarks and our exposure to these risks may increase as a result of any potential acquisitions we may pursue. The litigation or settlement of these matters, regardless of the merit of the claims, could result in significant expense and divert the efforts of our technical and management personnel, regardless of whether or not we are successful. If we are unsuccessful, trademark infringement claims against us could result in significant monetary liability or prevent us from selling some or all of our products or services under the challenged trademark. In addition, resolution of claims may require us to alter our products, labels or packaging, license rights from third parties, or cease using the challenged trademark altogether, which could adversely affect our revenues and operating results.

Our trademarks, copyrights and other intellectual property could be unenforceable or ineffective.

Intellectual property is a complex field of law in which few things are certain. It is possible that competitors will be able to design around our intellectual property, find prior art to invalidate it, or render the patents unenforceable through some other mechanism. If competitors are able to bypass our trademark and copyright protection without obtaining a sublicense, it is likely that the Company’s value will be materially and adversely impacted. This could also impair the Company’s ability to compete in the marketplace. Moreover, if our trademarks and copyrights are deemed unenforceable, the Company will almost certainly lose any potential revenue it might be able to raise by entering into sublicenses. This would cut off a significant potential revenue stream for the Company.

The cost of enforcing our trademarks and copyrights could prevent us from enforcing them.

Trademark and copyright litigation has become extremely expensive. Even if we believe that a competitor is infringing on one or more of our trademarks or copyrights, we might choose not to file suit because we lack the cash to successfully prosecute a multi-year litigation with an uncertain outcome; or because we believe that the cost of enforcing our trademark(s) or copyright(s) outweighs the value of winning the suit in light of the risks and consequences of losing it; or for some other reason. Choosing not to enforce our trademark(s) or copyright(s) could have adverse consequences for the Company, including undermining the credibility of our intellectual property, reducing our ability to enter into sublicenses, and weakening our attempts to prevent competitors from entering the market. As a result, if we are unable to enforce our trademark(s) or copyright(s) because of the cost of enforcement, your investment in the Company could be significantly and adversely affected.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our business depends on our ability to attract, retain, and develop highly skilled and qualified employees, including, but not limited to, our Chief Executive Officer, Soumya Das, and Chief Financial Officer, Dominic Poole. As we grow, we will need to continue to attract and hire additional employees in various areas, including sales, marketing, design, development, operations, finance, legal, and human resources. However, we may face competition for qualified candidates, and we cannot guarantee that we will be successful in recruiting or retaining suitable employees. Additionally, if we make hiring mistakes or fail to develop and train our employees adequately, it could have a negative impact on our business, financial condition, or operating results. We may also need to compete with other companies in our industry for highly skilled and qualified employees. If we are unable to attract and retain the right talent, it may impact our ability to execute our business plan successfully, which could adversely affect the value of your investment. Furthermore, the economic environment may affect our ability to hire qualified candidates, and we cannot predict whether we will be able to find the right employees when we need them. This would likely adversely impact the value of your investment.

Our products are subject to equipment authorization and product compliance requirements in the jurisdictions in which they are sold, and to the equipment and advice rules of golf’s governing bodies.

Our GameGolf KZN AI device is a wireless consumer electronic product. As such, it is subject to equipment authorization and product compliance requirements in the jurisdictions in which it is sold, which may include authorization by the U.S. Federal Communications Commission, product marking requirements, radio equipment directives, restrictions on the transport of lithium batteries, and electronic waste and battery disposal regulations. Obtaining and maintaining these authorizations requires time and expense, and a determination that our products do not comply, or a change in the applicable requirements, could delay or prevent sales of our products in one or more markets and could require us to redesign our products or withdraw them from sale.

Separately, the rules of golf’s governing bodies, including the United States Golf Association and the R&A, regulate the equipment and forms of assistance permitted in competitive play. Distance-measuring devices are permitted only where a committee has adopted a local rule allowing their use, and the rules restrict the giving of advice during a round. If these bodies were to adopt or interpret their rules in a manner that restricted the use of artificial intelligence-assisted recommendations or on-course data capture, adoption of our products among competitive golfers could be adversely affected. These bodies are not governmental authorities and we are not subject to their rules, but their determinations may influence demand for our products.

We depend on third-party manufacturers, suppliers and logistics providers for the production and delivery of our products, and disputes with or disruptions affecting those parties could materially harm our business.

We do not own or operate manufacturing facilities. We rely on third-party manufacturers for the production of our GameGolf KZN AI devices and on third-party suppliers for sensors, components and other materials, as well as on third parties for warehousing, logistics and fulfillment. Our reliance on these parties exposes us to risks outside of our control, including capacity constraints, component shortages, quality control issues, operational disruptions, labor shortages, shipping delays, tariffs and other trade measures, and the financial instability of such providers. If any of these parties is unable or unwilling to perform on acceptable terms, or at all, we may experience delays, increased costs, supply interruptions or an inability to meet customer demand.

We also may become involved in disputes with our manufacturers or suppliers. In November 2025, we received an invoice from our manufacturer asserting a claim in the amount of $543,369 relating to amounts it claimed remained outstanding in connection with a previous order for GameGolf KZN devices and testing equipment that had not been shipped to or received by us. We have disputed the claim. Although management has concluded that the likelihood of a material loss is reasonably possible but not probable, an unfavorable resolution could have an adverse effect on our financial position, results of operations or cash flows, and any deterioration in our relationship with this manufacturer could disrupt our ability to produce and deliver our products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

The development and commercialization of our products and services are highly competitive.

We face competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The golf technology and sports performance analytics market is characterized by frequent new entrants. Many of our competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than us to develop and commercialize product offerings. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

Our internal computer systems, or those of any of our manufacturers, contractors, consultants, collaborators or potential future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations.

Despite the implementation of security measures, our internal computer systems and those of our current and any future manufacturers, contractors, consultants, collaborators and third-party service providers, are vulnerable to damage from computer viruses, cybersecurity threats, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failure. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. Some of the federal, state and foreign government requirements include obligations of companies to notify individuals of security breaches involving particular personally identifiable information, which could result from breaches experienced by us or by our vendors, contractors or organizations with which we have formed strategic relationships. Notifications and follow-up actions related to a security breach could impact our reputation, cause us to incur significant costs, including legal expenses and remediation costs. We also rely on third parties for certain portions of our manufacturing process, and similar events relating to their computer systems could also have a material adverse effect on our business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data, or inappropriate disclosure of confidential or proprietary information, we could be exposed to litigation and governmental investigations, the further development and commercialization of our products could be delayed, and we could be subject to significant fines or penalties for any noncompliance with certain state, federal and/or international privacy and security laws.

Our insurance policies may not be adequate to compensate us for the potential losses arising from any such disruption, failure or security breach. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention.

Risks Related to This Offering and Ownership of Our Common Stock

An investment in our Common Stock is extremely speculative and there can be no assurance of any return on your investment.

An investment in our Common Stock is extremely speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock will increase if the market price of our Common Stock declines, and the resale of those shares will substantially dilute our existing stockholders.

The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred Stock is determined by dividing the then-current Stated Value of $1,111.11 by the applicable Conversion Price. Prior to the occurrence of a Trigger Event or an Event of Default, the Conversion Price is $8.00 per share. Following either a Trigger Event or Event of Default, the Conversion Price becomes the lesser of the Fixed Price and the Market Price, subject to the Floor Price of $4.00 per share. Accordingly, the lower the market price of our Common Stock, the greater the number of shares issuable on conversion.

If all 40,000 shares of Series A Preferred Stock issuable under the Securities Purchase Agreement were converted at the Fixed Price, 5,555,550 shares of Common Stock would be issuable upon conversion thereof, and at the Floor Price, 22,222,200 shares would be issuable upon conversion thereof, which issuances could substantially dilute our existing stockholders.

At least one Trigger Event that would reduce the Conversion Price of the Series A Preferred Stock is virtually certain to occur.

A Trigger Event occurs under the Certificate of Designation if, among other circumstances, any shares of Series A Preferred Stock remain outstanding on or after the date that is six months from the Listing Date, which is on or about January 30, 2027. Because the Commitment Period under the Securities Purchase Agreement extends for three years following the Second Closing, and we intend to sell additional shares of Series A Preferred Stock to Streeterville during that period, shares of Series A Preferred Stock are likely to remain outstanding on that date. Accordingly, the reduction in the Conversion Price described above may occur regardless of whether we default in any obligation.

Additional Trigger Events include (i) the receipt of a letter of non-compliance from the Nasdaq Listing Qualifications Department; (ii) beginning 45 days after the Listing Date, our average market capitalization falls below $100,000,000 over any three consecutive trading days; (iii) beginning 45 days after the Listing Date, any closing trade price of our Common Stock is 25% or more below $8.00 per share; and (iv) in any quarter beginning with the second calendar quarter of 2026, our stockholders’ equity is less than $2,500,000 or our operating loss is greater than $3,000,000.

The Stated Value of the Series A Preferred Stock increases automatically upon a Trigger Event or an Event of Default, further increasing the number of shares issuable on conversion.

Upon the occurrence of a Trigger Event, the Stated Value of each share of Series A Preferred Stock automatically increases by 5%, and upon the occurrence of an Event of Default it automatically increases by 10%. The Certificate of Designation does not limit the number of times the Stated Value may increase. Because the number of Conversion Shares is determined by dividing the then-current Stated Value by the Conversion Price, an increase in the Stated Value and a reduction in the Conversion Price arising from the same event compound each other, and the number of shares issuable may exceed the 22,222,200 shares registered under this prospectus.

Sales of Conversion Shares by Streeterville could depress the market price of our Common Stock, which would increase the number of shares issuable upon subsequent conversions.

Because the Conversion Price following a Trigger Event or an Event of Default is determined by reference to the lowest daily VWAP of our Common Stock over a preceding ten (10) trading day period, sales of Conversion Shares that reduce the market price of our Common Stock would increase the number of shares issuable upon subsequent conversions. Those additional shares, if resold, could further reduce the market price, resulting in additional dilution. We will have no control over the timing or volume of sales by Streeterville. See “Plan of Distribution” for more information.

The 9.99% beneficial ownership limitation set forth in the Certificate of Designation does not limit the aggregate number of shares of Common Stock that Streeterville may acquire and resell over time.

We may not issue shares of Common Stock upon conversion of shares of Series A Preferred Stock to Streeterville to the extent that, after giving effect to the issuance thereof, Streeterville together with its affiliates would beneficially own more than 9.99% of our outstanding Common Stock. That limitation restricts the number of shares Streeterville may hold at any one time, but it does not restrict the aggregate number of shares Streeterville may acquire and resell over time. As Streeterville resells Conversion Shares, its beneficial ownership decreases and it becomes able to convert additional shares of Series A Preferred Stock. The cumulative dilution to our existing stockholders may therefore substantially exceed 9.99%.

We may be unable to access the remaining $32,000,000 available under the Securities Purchase Agreement.

Streeterville’s obligation to purchase additional shares of Series A Preferred Stock is subject to numerous conditions that are not within our control, including, among others, that, at the time of such additional purchase by Streeterville, (i) our market capitalization be at least $20,000,000; (ii) our 20-day and 60-day median and average daily trading volumes each be at least $250,000; (iii) the Series A Preferred Stock Outstanding Balance be less than $3,000,000; (iv) our book value as reported in our most recent periodic report be at least $3,000,000; (v) we are not in a noncompliance period with respect to Nasdaq continued listing requirements; and (vi) that the number of shares of Common Stock remaining available for issuance under an effective registration statement be at least 200% of the maximum number of shares issuable upon conversion of all outstanding shares of Series A Preferred Stock, calculated at the Floor Price. In addition, each purchase is limited to the Maximum Purchase Amount, which is $5,000,000 less the Series A Preferred Stock Outstanding Balance (as defined in the Certificate of Designation) (the “Maximum Purchase Amount”). If we fail to satisfy any of these conditions, Streeterville may decline to fund and we may be unable to obtain this financing. See “The Streeterville Preferred Facility” below for additional information.

Streeterville’s consent rights and remedies may prevent us from raising capital or completing a strategic transaction that our board of directors considers to be in the best interests of our stockholders.

Without the prior written consent of the holders of all of the outstanding shares of Series A Preferred Stock, we may not (i) incur or guaranty indebtedness or issue equity or securities convertible into equity, including with respect to any class of preferred stock, subject to limited exceptions; (ii) dispose of assets or operations material to our operations; (iii) pledge or grant a security interest in any of our assets; (iv) effect a reverse stock split other than in connection with satisfying a Nasdaq deficiency; (v) increase or decrease our authorized shares of Common Stock or Series A Preferred Stock; (vi) amend or repeal the Certificate of Designation; (vii) enter into or extend any agreement or otherwise agree to any covenant, condition or obligation that locks-up, restricts in any way or prohibits us from entering into a variable rate transaction with any holder of Series A Preferred Stock or any affiliate thereto, or from issuing any shares of Common Stock, preferred stock, warrants, convertible note, other debt securities or any of our securities to any holder of Series A Preferred Stock or any affiliate thereto; or (viii) effect a Fundamental Transaction.

In addition, under the Securities Purchase Agreement, if we enter into a definitive agreement contemplating a Fundamental Transaction, unless that agreement contains a closing condition that the Series A Preferred Stock be redeemed in full upon consummation or Streeterville has consented in writing, Streeterville has the right to seek injunctive relief preventing the consummation of the transaction. Following an Event of Default, Streeterville also has the right to seek injunctive relief prohibiting us from issuing any shares of Common Stock unless 50% of the net proceeds we receive in connection with such issuance are simultaneously used to redeem shares of Series A Preferred Stock. These provisions may operate as a practical veto over a sale of our company or over a financing that our board of directors determines to be in the best interests of our stockholders.

We may be required to redeem the Series A Preferred Stock for cash that we do not have.

If an Event of Default occurs, any holder of shares of Series A Preferred Stock may force us to redeem all outstanding shares of Series A Preferred Stock then held by such holder for a price equal to the Stated Value of all such shares, plus any accrued and unpaid Preferred Return payable in cash, plus other amounts due under the Certificate of Designation. Triggering events include: (a) failure by us to fully comply with any covenant, obligation or agreement set forth in the Certificate of Designation, other than non-payment defaults addressed under (b); (b) the failure to pay principal, interest, fees or other amounts to the Series A Preferred Stock holders when due or issue additional shares of our Common Stock or Series A Preferred Stock as required in the Certificate of Designation, subject to a five trading day cure period; and (c) bankruptcy, insolvency or a general assignment for the benefit of the Company’s creditors. We may not have sufficient cash to satisfy any such redemption obligation, and our ability to raise cash for that purpose is limited by the consent rights described elsewhere in this prospectus.

The Preferred Return may be paid in additional shares of Series A Preferred Stock, resulting in dilution beyond the shares of Common Stock being registered under this prospectus.

Each share of Series A Preferred Stock accrues a Preferred Return at 10% per annum, increasing to 15% per annum following an Event of Default, payable quarterly within five (5) trading days following the end of each calendar quarter in cash or, at our election, in additional shares of Series A Preferred Stock. Any shares of Series A Preferred Stock issued in payment of the Preferred Return will be convertible into additional shares of Common Stock that are not registered under this prospectus and that would further dilute our existing stockholders.

Future sales of Common Stock by our existing stockholders, and resales of Conversion Shares by the Selling Stockholder, could cause our share price to decline.

While our shares of Common Stock may be sold by our existing stockholders in accordance with Rule 144 under the Securities Act or pursuant to the Direct Listing Registration Statement, and by the Selling Stockholder pursuant to the registration statement of which this prospectus forms a part, there can be no assurance that any such holder will or will not sell any of its shares, and there may from time to time be a lack of supply of, or demand for, our Common Stock on Nasdaq. There can be no assurance that our existing stockholders and the Selling Stockholder will not sell all of their shares of Common Stock, including shares issuable upon outstanding convertible and derivative securities, resulting in an oversupply of our Common Stock on Nasdaq. In the case of a lack of market demand for our Common Stock, the trading price could decline significantly and rapidly. In the case of a lack of supply, the trading price may rise to an unsustainable level.

In addition, our executive officers and Grafiti Group have agreed, subject to limited exceptions, not to dispose of shares of our Common Stock for a period ending six months after the Listing Date, or on or about January 30, 2027. The lock-up agreements permit each holder to sell, on any trading day, a number of shares not exceeding 1% of the average daily trading volume of our Common Stock over the five preceding trading days, provided that this leak-out arrangement becomes available to Grafiti Group only after the date the registration statement of which this prospectus forms a part is declared effective. Upon expiration of the lock-up period, a substantial number of additional shares will become eligible for sale in the public market, subject in the case of shares held by our affiliates to the volume, manner of sale and other limitations of Rule 144, except if registered pursuant to an effective registration statement.

We are engaged in multiple transactions and offerings of our securities. Future resales and issuances of shares of Common Stock, including pursuant to this prospectus, may cause the market price of our shares to drop significantly and may dilute stockholders.

On June 30, 2026, we entered into the Securities Purchase Agreement with Streeterville, pursuant to which Streeterville committed to purchase up to $40,000,000 in shares of Series A Preferred Stock, subject to the limitations and conditions set forth therein. The shares of Series A Preferred Stock that may be issued under the Securities Purchase Agreement may be sold by us to Streeterville from time to time during the Commitment Period, which ends on the earlier of the third anniversary of the Second Closing and the date we have sold the full $40,000,000 thereunder. This prospectus registers up to 22,222,200 Conversion Shares issuable upon conversion of those shares of Series A Preferred Stock. In addition, we previously registered for resale the 1,438,000 Pre-Delivery Shares, up to 1,250,000 shares of Common Stock issuable upon exercise of the Warrant, up to 250,000 shares issuable upon exercise of the Note Warrant, and up to 184,730 shares issuable upon conversion of the Bridge Note. Grafiti Group also holds 18,000.018 shares of Series A Preferred Stock, currently convertible at the Fixed Price into approximately 2,500,000 shares of Common Stock, which are not registered under this prospectus. The resale or issuance of these securities, or the perception that such resales or issuances may occur, could cause the market price of our Common Stock to decline significantly and will dilute our existing stockholders.

Because we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future, capital appreciation of our Common Stock, if any, will be your sole source of gain.

We have never declared or paid cash dividends on our Common Stock. We currently intend to retain all available funds and any future earnings, if any, to finance the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our Common Stock may also be limited by the terms of any future financing agreements. In addition, for so long as any shares of Series A Preferred Stock remain outstanding, we may not pay or make any monetary or non-monetary dividend or distribution to our stockholders without the prior written consent of the holders of the Series A Preferred Stock, because any such dividend or distribution constitutes a Fundamental Transaction under the Certificate of Designation. As a result, capital appreciation, if any, of the Common Stock you purchase in this offering will be your sole source of gain for the foreseeable future.

Raising additional capital may cause dilution to our existing stockholders.

We may seek additional capital through a variety of means, including through equity, debt financings, or other sources. We may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, including shares of Series A Preferred Stock under the Securities Purchase Agreement, your ownership interest may be diluted, and the terms may include liquidation or other preferences and anti-dilution protections that adversely affect your rights as a stockholder.

Such financing may also result in imposition of debt covenants, increased fixed payment obligations or other restrictions that may adversely affect our ability to conduct our business. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or products, or grant licenses on terms that are not favorable to us.

The number of shares of Common Stock registered under this prospectus may be insufficient, and we may be required to file additional registration statements and to pay cash fees to Streeterville.

The Conversion Shares registered under this prospectus 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, assuming a conversion at the Floor Price of $4.00 per share and that no Trigger Event or Event of Default has occurred (see “The Streeterville Preferred Facility” for additional information). As such, they do not give effect to any increase in the Stated Value following a Trigger Event or an Event of Default, or to any shares of Series A Preferred Stock we may issue in connection with a payment of the Preferred Return. We agreed in the Securities Purchase Agreement to file one or more additional registration statements as necessary to keep a sufficient number of shares of Common Stock registered to accommodate conversion of the full Commitment Amount at all times. Further, in accordance with the Securities Purchase Agreement, the purchase of additional Series A Preferred Stock thereunder is subject to certain conditions, including, among others, that the number of shares of Common Stock that remain available for issuance under the registration statement of which this prospectus forms a part be at least 200% of the maximum number of Conversion Shares issuable pursuant to all outstanding Series A Preferred Stock.

We may be required to pay cash penalties and face adjustment to our securities if our registration statement is not declared effective in a timely manner.

If the registration statement of which this prospectus forms a part is not declared effective within sixty (60) days of the Listing Date, we are required to pay Streeterville a cash fee equal to 1% of the Series A Preferred Stock Outstanding Balance on such sixtieth day, and to continue to pay a cash fee equal to 1% of the Series A Preferred Stock Outstanding Balance for each thirty days that it is not declared effective, until the date that is six months from the Listing Date. In addition, the suspension or lapse of effectiveness of a registration statement covering the Conversion Shares is itself a triggering event under the Certificate of Designation, which would reduce the Conversion Price and increase the Stated Value, in turn increasing the number of shares required to be registered.

An active, liquid and orderly trading market for our Common Stock may not be sustained, which could result in significant price volatility.

Our Common Stock commenced trading on Nasdaq on July 30, 2026 by means of a direct listing rather than a firm-commitment underwritten initial public offering. As a consequence, there was no book building process and no underwriter engaged in price stabilization or over-allotment activity, and, prior to commencement of trading on Nasdaq, there was no sustained history of trading in our Common Stock. There can be no assurance that our existing stockholders or the Selling Stockholder will sell any of their shares, and there may from time to time be a lack of supply of, or demand for, our Common Stock. Institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of shares in the open market, and if institutional investors are unable to purchase our Common Stock, the market may be more volatile without the influence of long-term institutional holders. Accordingly, an active, liquid and orderly trading market for our Common Stock may not be sustained, which could depress the price of our Common Stock or result in significant volatility and could affect your ability to sell your shares.

If we fail to comply with the continued listing standards of Nasdaq, our Common Stock could be delisted, which would also constitute a Trigger Event under the Certificate of Designation.

Our Common Stock is listed on Nasdaq, which imposes continued listing requirements including with respect to stockholders’ equity, market value of listed securities, minimum bid price, public float and corporate governance. We can provide no assurance that we will continue to satisfy those requirements. If we fail to do so and are unable to cure any deficiency within any applicable compliance period, our Common Stock could be suspended from trading or delisted, which would substantially impair the liquidity of your investment and could reduce the price at which you are able to sell your shares. Also, if in the future we were to determine that we need to seek additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.

In addition, our receipt of a letter of non-compliance or other similar correspondence from the Nasdaq Listing Qualifications Department would itself constitute a Trigger Event under the Certificate of Designation, which would reduce the Conversion Price of the Series A Preferred Stock and increase its Stated Value, and a final and non-appealable notice that our listing will be terminated would prevent us from selling additional shares of Series A Preferred Stock to Streeterville. A delisting notice is also a triggering event that could permit the holders of the Series A Preferred Stock to require us to redeem all outstanding shares for cash. Accordingly, a failure to satisfy the Nasdaq continued listing standards would have consequences beyond the loss of our listing.

Future sales and issuances of our Common Stock or rights to purchase or acquire Common Stock, including pursuant to our equity incentive plans or the conversion and exercise of outstanding securities, could result in additional dilution of the percentage ownership of our stockholders.

We expect that significant additional capital will be needed in the future to continue our planned operations. To raise capital, we may sell substantial amounts of Common Stock or securities convertible into or exchangeable for Common Stock. These future issuances, together with the conversion of the Series A Preferred Stock and the Bridge Note and the exercise of the Warrant, the Note Warrant and outstanding options, may result in material dilution to our stockholders, and new investors could gain rights, preferences and privileges senior to those of holders of our Common Stock.

The plan administrator under our equity incentive plans, including the Company’s 2026 Equity Incentive Plan (the “2026 Plan”) adopted on July 28, 2026, is authorized to grant equity-based incentive awards to our directors, executive officers and other employees and service providers. As of the date of this prospectus, there were 20,881 shares of Common Stock reserved for issuance in connection with outstanding awards under the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) and 1,500,000 shares available for future awards under the 2026 Plan. Future equity incentive grants and issuances of Common Stock under outstanding awards may result in dilution to our stockholders. We do not intend to grant any additional securities under our 2016 Plan.

Because we are a “controlled company” as defined in Nasdaq’s rules, you may not have the protection of certain corporate governance requirements which are otherwise required by Nasdaq’s rules.

Under Nasdaq’s rules, a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. We are a controlled company because Nadir Ali beneficially owns more than 50% of our voting power indirectly through Grafiti Group. For so long as we remain a controlled company, we are permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

Although we do not plan to take advantage of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions. As a result, to the extent that we take advantage of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Although we do not currently intend to take advantage of the controlled company exemptions, we cannot assure you that, in the future, we will not seek to take advantage of these exemptions.

Nadir Ali, through his indirect beneficial ownership of our outstanding Common Stock through Grafiti Group, will have the ability to control or significantly influence all matters submitted to our stockholders for approval.

Nadir Ali, our former Chief Executive Officer and former sole director, beneficially owns a significant percentage of our outstanding Common Stock indirectly through Grafiti Group. As a result, Mr. Ali is able to control or significantly influence all matters submitted to our stockholders for approval, as well as our management and affairs. For example, Mr. Ali would control or significantly influence the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent our acquisition on terms that other stockholders may desire.

In addition, Grafiti Group holds 18,000.018 shares of Series A Preferred Stock and, through its subsidiary Grafiti, is the holder of the Grafiti Note. On July 29, 2026, Grafiti Group entered into the Letter Agreement with us, under which it waived, through September 30, 2026, the Trigger Event under the Certificate of Designation relating to our stockholders’ equity and operating loss, and agreed not to seek redemption of its shares of Series A Preferred Stock for so long as it remains our controlling stockholder. Mr. Ali resigned from our board of directors on July 28, 2026, but continues to control Grafiti Group. Our interests and those of Grafiti Group may not always be aligned, and transactions between us and Grafiti Group or its affiliates may not be on terms as favorable to us as could be obtained from an unaffiliated third party. See “Certain Relationships and Related Transactions.”

We have previously identified material weaknesses in our internal control over financial reporting as of December 31, 2024. If we are unable to conclude that such material weaknesses have been remediated or we identify additional material weaknesses in the future or otherwise fail to continue to design, implement and maintain effective internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

Historically, we have not had the same internal control over financial reporting requirements as publicly traded companies are required to have under applicable rules and regulations. Under the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act (“Section 404”), we are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our second Annual Report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses related to our financial reporting as of December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. Our material weaknesses related to the following control deficiencies:

As of December 31, 2025, management has implemented measures designed to address each of the material weaknesses identified as of December 31, 2024. The measures implemented include:

Management believes that all actions necessary to address the underlying causes of the identified material weaknesses were implemented as of December 31, 2025. However, because these measures have not yet been in operation for a sufficient period of time to allow management to complete effectiveness testing, we are not yet able to conclude that the material weaknesses have been fully remediated. Accordingly, the material weaknesses will continue to be considered outstanding until such testing is complete and management has concluded that the measures are operating effectively.

There can be no assurance that we may not identify similar or material errors in any future financial statements which may require restatements of our financial statements. Any such restatements could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Our independent registered public accounting firm is not required to report on the effectiveness of our internal control over financial reporting until after we are no longer an EGC as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse, which would occur in the event we have material weaknesses in our internal control over financial reporting. We have implemented internal control over financial reporting to comply with this obligation, but we have not yet completed formal testing of the operating effectiveness of these controls as required under Section 404 of the Sarbanes-Oxley Act, which process may be time consuming, costly, and complicated. If new material weaknesses are identified in our internal control over financial reporting, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Common Stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

If we fail to accurately report and present non-GAAP financial measures, together with our financial results determined in accordance with GAAP, investors may lose confidence and our stock price could decline. Additionally, stockholders may consider GAAP measures to be more relevant to our operating performance than the non-GAAP financial measures we present.

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe certain non-GAAP measures, such as Adjusted EBITDA and Adjusted net loss per share, may be useful in evaluating our operating performance. We present such non-GAAP financial measures as supplemental measures in evaluating the performance of our operations and to provide better transparency into our results of operations. We intend to continue to present these non-GAAP financial measures and other non-GAAP financial measures in future filings with the SEC and other public statements. We may in the future fail to accurately report non-GAAP financial measures we present, or elect not to report or adjust the calculation of certain non-GAAP financial measures we present. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Common Stock.

The market price of our stock may also fluctuate based on future non-GAAP financial results we may present if investors base their investment decisions on such non-GAAP financial measures. If we decide to alter or discontinue the use of non-GAAP financial measures in reporting our annual and quarterly results of operations, the market price of our stock could be adversely affected if investors analyze our performance in a different manner.

Some provisions of our articles of incorporation and bylaws may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of our stockholders to sell their shares at a favorable price.

Our bylaws provide that the entire board of directors, or any individual director, may be removed from office only by vote of the holders of capital stock representing not less than two-thirds of the voting power of the issued and outstanding capital stock entitled to vote, which may make it difficult for our stockholders to remove one or more of our directors. Further, under our articles of incorporation, our board of directors may issue additional shares of Common Stock or preferred stock. Our board of directors has the ability to authorize “blank check” preferred stock without future stockholder approval. This makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares and/or any other transaction that might otherwise be deemed to be in their best interests, and thereby protects the continuity of our management and limits an investor’s opportunity to profit by their investment in the Company. Specifically, if in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, shares could be issued by our board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

These provisions of our articles of incorporation and bylaws, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. In addition, we may not create, authorize or issue any class of preferred stock without the prior written consent of the holders of all of the outstanding shares of Series A Preferred Stock.

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.

Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third; (ii) one-third or more but less than a majority; or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for the redemption of such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance or thereafter by both the board of directors and 60% of the disinterested stockholders. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

The limitation of liability, or our indemnification, of our officers and directors may cause us to use corporate resources in a manner that conflicts with the interests of our stockholders.

Nevada law eliminates the personal liability of our directors and officers for damages as a result of an act or failure to act in that capacity unless a statutory presumption that such person acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted. In addition, it must be proven both that the act or failure to act constituted a breach of a fiduciary duty as a director or officer and that such breach involved intentional misconduct, fraud or a knowing violation of law. This limitation may not affect the availability of equitable remedies, such as injunctive relief or rescission. Our articles of incorporation require us to indemnify our directors and officers to the fullest extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law.

Nevada law generally permits indemnification of our directors, officers and others if the person either (i) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the Company’s best interests, and, if the action is not by or in the right of the corporation and is with respect to any criminal proceeding, the person had no reasonable cause to believe that their conduct was unlawful, or (ii) is not liable under the Nevada statutory provision eliminating the liability of certain persons as described in the preceding paragraph.

These persons may be indemnified against expenses, including attorneys’ fees, judgments, fines, penalties, including excise taxes, and amounts paid in settlement and costs, actually and reasonably incurred by the person in connection with the proceeding. If the person is adjudged by a court to be liable to the corporation, no indemnification will be made unless that or another court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We will incur increased costs as a result of being a public company.

As a public company, we face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) impose additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements require us to carry out activities we have not done previously. For example, we have adopted new internal controls and disclosure controls and procedures. In addition, we will continue to incur additional expense associated with our SEC reporting requirements. Furthermore, if we identify an issue in complying with those requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in corporate governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and administrative fees significantly. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the listing of our Common Stock on Nasdaq, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock held by non-affiliates was $700 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are $100 million or more during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

It is possible that some investors will find our Common Stock less attractive as a result of the foregoing, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Common Stock adversely, the price and trading volume of our Common Stock could decline.

The trading market for our Common Stock is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our Common Stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our Common Stock to decline.

USE OF PROCEEDS

We will not receive any of the proceeds from the resale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus, nor will we receive any proceeds upon conversion of the Series A Preferred Stock. The Selling Stockholder will receive all of the proceeds from any such resales.

We received gross proceeds of $8,000,000 from the sale of 8,000 shares of Series A Preferred Stock to Streeterville at the Second Closing under the Securities Purchase Agreement. Subject to the satisfaction of the conditions described elsewhere in this prospectus, we may receive up to an additional $32,000,000 in gross proceeds from sales of shares of Series A Preferred Stock to Streeterville that we may request, or that Streeterville may elect to make, from time to time during the Commitment Period. Streeterville is not obligated to purchase any additional shares of Series A Preferred Stock unless a number of conditions are satisfied, including minimum market capitalization and trading volume requirements, our continued compliance with the listing requirements of Nasdaq and the effectiveness of the registration statement of which this prospectus forms a part, and there can be no assurance that we will sell any additional shares of Series A Preferred Stock or receive any additional proceeds under the Securities Purchase Agreement. Because we are not obligated to sell, and Streeterville is not obligated to purchase, any particular number of shares of Series A Preferred Stock, we cannot predict the timing or amount of any such proceeds. Our management will have broad discretion in the application of any such proceeds, and investors will be relying on the judgment of our management regarding their application.

We intend to use the net proceeds from any sales of Series A Preferred Stock to Streeterville for working capital, general corporate purposes, repayment of debt, including to repay amounts outstanding under the Grafiti Note (as described below), and to pursue strategic transactions in accordance with our growth strategy.

Under the Third Amendment, we may apply up to 15% of the gross cash proceeds of any financing consummated after the Listing Date, including any sale of Series A Preferred Stock to Streeterville, toward repayment of amounts outstanding under the Grafiti Note. The Grafiti Note is an unsecured promissory note issued to Grafiti, a subsidiary of our parent, Grafiti Group, and it bears interest at 10% per annum and matures on July 31, 2027, subject to automatic successive one-month extensions. Apart from that permitted repayment capacity, we are restricted from repaying the Grafiti Note in amounts exceeding $500,000 during the first full calendar month following the Listing Date and $150,000 during each calendar month thereafter, reduced to $25,000 in any calendar month in which the closing price of our Common Stock is below $4.00 per share on at least ten (10) trading days. See “Certain Relationships and Related Transactions.” To date, the advances made by us under the Grafiti Note have been used solely for working capital purposes.

The Selling Stockholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholder in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of our counsel and independent registered public accountant.

In addition, if the registration statement of which this prospectus forms a part is not declared effective within the period specified in the Securities Purchase Agreement, we are required to pay Streeterville a cash fee equal to 1% of the then-outstanding aggregate Stated Value of the Series A Preferred Stock for each 30-day period during which such failure continues. We have also agreed to indemnify Streeterville against certain liabilities, including liabilities arising under the Securities Act in connection with the registration statement of which this prospectus forms a part. See “Plan of Distribution.”

DIVIDEND POLICY

We have never declared or paid any dividends on our Common Stock and do not anticipate that we will pay any dividends to holders of our Common Stock in the foreseeable future. Instead, we currently plan to retain any earnings to finance the growth of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our financial condition, results of operations and capital requirements as well as other factors deemed relevant by our board of directors.

The Nevada Revised Statutes (“NRS”), however, prohibits us from declaring dividends, where, after giving effect to the distribution of the dividend: (i) we would not be able to pay our debts as they become due in the usual course of business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation. Our articles of incorporation, however, specifically allows for the distribution of dividends that would otherwise be prohibited under NRS 78.288(2)(b).

Further, holders of the Series A Preferred Stock will be entitled to receive distributions in the form of Preferred Returns. Each share of Series A Preferred Stock will accrue a rate of Preferred Return on the stated value at a rate of 10% per annum; provided that following the occurrence of an Event of Default, the Preferred Return will increase to 15% per annum. The Preferred Return will accrue on each share of Series A Preferred Stock from its issuance date, will compound daily and be payable on a quarterly basis within five (5) trading days following the end of each calendar quarter, either in cash or via the issuance to the applicable holder of an additional number of shares of Series A Preferred Stock equal to the Preferred Return then accrued and unpaid, divided by the stated value, with the election as to payment in cash or via the issuance of additional shares of Series A Preferred Stock to be determined in our discretion.

In addition, so long as any shares of Series A Preferred Stock remain outstanding, we may not pay or make any monetary or non-monetary dividend or distribution to our stockholders without the prior written consent of the holders of the Series A Preferred Stock. Under the Certificate of Designation, any such dividend or distribution constitutes a Fundamental Transaction, which we may not effect without such consent. All of our capital stock ranks junior to the Series A Preferred Stock with respect to preferences as to dividends and distributions, and the Series A Preferred Stock does not participate in any dividends or distributions paid to holders of our Common Stock.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2026, as follows.

This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes appearing elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The pro forma as further adjusted column is presented for illustrative purposes only. Streeterville is not obligated to purchase any additional shares of Series A Preferred Stock unless a number of conditions are satisfied, and there can be no assurance that any such shares will be issued or that any shares of Series A Preferred Stock will be converted at the Floor Price or at all.

On July 29, 2026, we entered into a Third Amendment, which extended the maturity date of the Grafiti Note to July 31, 2027, subject to automatic successive one-month extensions, and waived any event of default arising from our failure to pay amounts outstanding on or prior to the prior maturity date of June 30, 2026. As a result of that extension, amounts outstanding under the Grafiti Note are presented as long-term indebtedness; however, effective as of July 31, 2026, the Grafiti Note reverts back to short-term indebtedness. The Third Amendment also restricts the amounts we are permitted to repay under the Grafiti Note, as described under “Certain Relationships and Related Transactions,” and accordingly the pro forma cash presented above is not available to repay the Grafiti Note in full.

The pro forma as adjusted column assumes a Stated Value of $1,111.11 per share of Series A Preferred Stock and that no Trigger Event or Event of Default has occurred. On July 29, 2026, Grafiti Group, in its capacity as the then-sole holder of the Series A Preferred Stock, waived the Trigger Event set forth in Section 8(d) of the Certificate of Designation through the last day of the fiscal quarter in which our direct listing occurred. That waiver does not extend to any other Trigger Event and expires on September 30, 2026. Following a Trigger Event the Stated Value would increase by 5% and following an Event of Default it would increase by 10%, in each case increasing the number of shares of Common Stock issuable upon conversion above the amounts presented above.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. You should review “Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Further, effective as of March 31, 2026, we completed the Conversion (as defined below), pursuant to which we effectuated a statutory conversion from a Delaware corporation to a Nevada corporation. As a result, all shares of Common Stock, per-share data and related information included in the operating results discussed in this section and the financial statements and related notes thereto included elsewhere in the registration statement of which this prospectus forms a part have been retroactively adjusted as though the Conversion had been effected prior to all periods presented. 

Overview

We develop and market an artificial intelligence-based sports performance tracking technology that is primarily focused on the golf industry. We are a sports technology company seeking to enhance the golf playing experience with tools that leverage the power of AI, precision shot tracking, and personalized feedback. Our solutions integrate advanced tracking with global positioning system (“GPS”) technology, smart sensors, and AI-based analytics to enhance player performance and enjoyment. With the GameGolf KZN AI shot tracker and AI powered GameGolf Smart Caddie, we are creating a unified, data-driven platform tailored to the needs of golfers worldwide.

Our products leverage advanced GPS shot tracking hardware, AI algorithms, and a smart coaching app to provide players with real-time insights, strategy recommendations, and personalized performance analytics. We are dedicated to changing the way golfers and instructors worldwide utilize data to enhance on course performance. By enabling golfers to make informed, data-driven decisions, we believe we help improve their skills and contribute to the overall growth of the sport. Our technology equips players of all levels with the tools to meticulously track their progress, from every shot to every round.

Over the last two years, we have concentrated our efforts on the development of our new generation GameGolf KZN AI devices, applications and infrastructure. We launched a beta version of the GameGolf KZN AI device in May 2025 to our legacy product user base, a limited release to a select group of golfers in August 2026, and expect to fully launch the GameGolf KZN AI device and associated iOS and Android mobile apps for general release on or around the end of the third quarter of 2026.

The sale proceeds from the sale of a GameGolf KZN AI device comprises two elements, proceeds from the sale of the hardware device and a subscription fee that allows customers to obtain access to our software platform and services. On the anniversary of the setup of the GameGolf KZN AI device by the customer, and subsequent anniversaries thereafter, the customer is charged a subscription fee for continued access to the Company’s platform, features and services. Up until 2023, we only generated revenue on the sale of the device and provided free access to our platform. The change to a subscription-based model increases customer lifetime value (“CLV”) and provides a recurring revenue stream, while enabling the Company to continuously deliver new features, data insights, and performance enhancements. The subscription offering includes access to the GameGolf App, GameGolf Smart Caddie functionality, and the broader GameGolf platform.

We generate revenue from the sale of the GameGolf KZN AI hardware device and from recurring annual subscription fees for continued access to the GameGolf App, GameGolf Smart Caddie and the GameGolf platform. Our products are currently sold directly to consumers via online platforms, and, in the future, we intend to expand our sales and marketing initiatives to grow our distribution network via strategic partnerships, influencer campaigns, and other direct-to-consumer initiatives.

Our path to profitability is focused on transitioning from predominantly one-time hardware sales to a recurring, higher-margin software and data-driven revenue model. We intend to monetize our installed base and proprietary dataset through subscriptions for advanced analytics and AI-enabled features, as well as through potential licensing and business-to-business partnerships with coaches, golf facilities, and industry participants. Over time, this strategy is expected to improve revenue predictability, expand gross margins, and enhance operating leverage as scale is achieved.

A core component of our long-term growth is to pursue strategic acquisitions, joint ventures, minority investments and other strategic transactions designed to expand our capabilities and platform, accelerate market penetration and enhance our data and technology capabilities. While we expect to evaluate opportunities within golf technology and performance analytics, our strategic mandate is not limited to a predefined category of businesses. We may also pursue transactions across the broader sports, entertainment, and experiential ecosystem where we believe we can create value through technology integration, data intelligence, brand leverage, or operational scale. We intend to remain opportunistic and flexible in evaluating transactions, and our acquisition criteria will focus on strategic fit, scalability, data enhancement potential, revenue quality, margin profile, and the ability to accelerate our long-term platform strategy.

We experienced a net loss of $3,325,413 and $4,030,345 for the three and six months ended June 30, 2026, respectively. We experienced net income of $1,809 and a net loss of $144,966 for the three and six months ended June 30, 2025, respectively. The Company has directed its resources over the past number of years to the development of its new hardware device, GameGolf KZN AI and the development of software applications. During that period revenues have been minimal. The Company cannot assure that it will ever earn future revenues sufficient to support its operations, or that it will ever be profitable. In order to continue our operations, we have historically supplemented the revenues we earned with loans received from our former parent company, Grafiti LLC, and Streeterville.

Critical Accounting Policies and Significant Management Estimates

Our financial statements are prepared in accordance with GAAP. Our discussion and analysis of its financial condition and operating results require us to make judgments, assumptions and estimates that affect the amounts reported. We base our estimates on historical experience, current trends, and various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Registration Statement. For a discussion of our critical accounting policies and estimates, please refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in the Direct Listing Registration Statement.

Components of Results of Operations

Revenue

We generate revenue from the sale of the GameGolf KZN AI hardware device and from recurring annual subscription fees for continued access to the GameGolf App, GameGolf Smart Caddie and the GameGolf platform. Our products are currently sold directly to consumers via online platforms and in the future we intend to expand our sales and marketing initiatives to grow our distribution network via strategic partnerships, influencer campaigns, and other direct-to-consumer initiatives.

Operating Expenses

Research and Development

Research and development activities represent a significant part of our business. Our research and development efforts focus on the design and testing of our GameGolf suite of products. 

Research and development expenses consist primarily of the following types of expenses:

Research and development costs are expensed as incurred. We expect our research and development expenses to decrease modestly in absolute terms, as we shift focus from hardware and software into the exploitation of the AI and machine learning capabilities of our GameGolf products.

We cannot determine with certainty the timing, duration or the costs necessary to complete the design, development, and manufacturing future enhancements of our GameGolf product line due to the inherently unpredictable nature of our research and development activities. Development timelines, the probability of success, and development costs may differ materially from expectations.

Sales and Marketing Expenses

Sales and marketing costs include salary costs for marketing, sales and business development personnel and commissions payable to providers of such services, including marketing. It also includes marketing and advertising activities such as developing marketing content, investment in social media campaigns and partnering with influencers to engage with the wider golfing public. Initial costs will be directed towards building awareness and credibility of our GameGolf products with return on investment expected to improve as we establish a presence in our target markets. Sales and marketing expenses are expensed as incurred. We expect sales and marketing costs to substantially increase as we launch our GameGolf KZN AI product on or around the end of the third quarter of 2026.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, operations, and administrative functions. General and administrative expenses also include professional fees for accounting, auditing, tax and administrative consulting services; insurance costs, GameGolf platform hosting costs, third party logistics (3PL) partners and other operating costs.

We anticipate that general and administrative expenses will increase in the future as we increase our headcount and cost base to support the growth of the business through continued research and development and commercialization of the GameGolf products and incur regulatory and compliance costs as a result of being a public company

Other Income/Expense

Other income and expense primarily consist of interest expense relating to the Grafiti Note, the First Note and the Bridge Note and foreign exchange gains and losses. We expect the overall interest expense to decrease due to a lower interest cost on the Grafiti Note due to principal repayments over time. 

Results of Operations

Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025

The following table sets forth selected consolidated financial data as a percentage of our revenue and the percentage of period-over-period change:

Revenues

Revenues were $1,403 for the three months ended June 30, 2026, compared to $15,169 for the three months ended June 30, 2025, representing a decrease of $13,766, or 91%. This decrease was primarily attributable to lower sales of GameGolf KZN AI devices to customers engaged in beta testing during the three months ended June 30, 2026, as compared to the prior period in 2025.

Cost of revenues

Cost of revenues decreased to $853 for the three months ended June 30, 2026, from $13,888 for the three months ended June 30, 2025, representing a decrease of $13,035, or 94%. The decrease was primarily driven by the lower volume of GameGolf KZN AI devices sold during 2026, as we are currently concentrating our efforts towards the commercialization of the GameGolf KZN AI product.

Gross profit and gross margin

Gross profit was $550 for the three months ended June 30, 2026, compared to $1,281 for the three months ended June 30, 2025. Gross margin increased to 39% in the three months ended June 30, 2026, from 8% in the prior comparable period in 2025. The increase in gross margin was primarily attributable to the unfavorable margin impact of discounted pricing associated with beta program sales of GameGolf KZN AI devices during 2025.

Operating expenses

Operating expenses were $3,076,630 for three months ended June 30, 2026, compared to $273,785 for the three months ended June 30, 2025, representing an increase of $2,802,845, or 1,024%, year over year.

Research and development costs were relatively consistent with $121,661 for the three months ended June 30, 2026, and $128,315 for the three months ended June 30, 2025, for a decrease of $6,654 or 5%. We expect research and development costs to remain relatively stable in future periods as we refocus activities towards developing, testing and releasing new features to our GameGolf KZN AI product and related subscription services. 

Sales and marketing expenses were $37,365 for the three months ended June 30, 2026, compared to $24,608 for the three months ended June 30, 2025. The $12,757, or 52%, increase resulted from an increase in marketing resources to prepare for the launch of our GameGolf KZN AI product on or around the end of the third quarter of 2026. We expect that our sales and marketing expenses will increase substantially in the future in connection with the commercialization of the GameGolf KZN AI product and related subscription services.

General and administrative expenses increased by $2,796,742, or an increase of 2,314%, from $120,862 for the three months ended June 30, 2025, to $2,917,604 for the three months ended June 30, 2026. The increase was primarily driven by accounting, legal and share-based compensation costs incurred in connection with our direct listing on Nasdaq.

We expect general and administrative expenses to decrease in future periods as compared to the three months ended June 30, 2026, as the transaction costs associated with the direct listing were non-recurring and higher than the general and administrative expenses we expect to incur going forward. We do, however, expect to incur increased general and administrative expenses associated with being a public company on an ongoing basis, including costs of accounting, audit, legal, regulatory and tax compliance services, directors’ and officers’ insurance, and investor and public relations costs.

Other income/(expense)

Other expense was $249,333 for the three months ended June 30, 2026, compared to other income of $274,313 for the three months ended June 30, 2025, an unfavorable change of $523,646. In the comparable period in 2025, other income/(expense) consisted of $57,013 of interest expense on the Grafiti Note, offset by a $331,326 foreign exchange gain on the Company’s intercompany balance with its subsidiary, AMT.

In the current-year period, interest expense increased to $192,243, due to a larger outstanding balance under the Grafiti Note and interest accruing on the Bridge Note, which was issued on March 31, 2026. The Company also recognized a $57,090 foreign exchange loss on its AMT intercompany balance, compared to a $331,326 gain in the comparable period in 2025, due to unfavorable exchange rates and a growing intercompany balance with AMT.

Other comprehensive gain/(loss) — foreign currency translation adjustment

For the purposes of presenting condensed consolidated financial statements, the assets and liabilities of our Euro operations in Ireland are translated to U.S. dollar (“USD”) at the exchange rate on the reporting date. The income and expenses are translated using average exchange rates. Foreign currency differences that arise on translation for consolidated purposes are recognized in other comprehensive gain/loss on the condensed consolidated statements of comprehensive loss. The currency translation adjustment increased favorably by $393,928, or approximately 117%, for the three months ended June 30, 2026, compared to the prior period in 2025. This increase was due to the fluctuation of the exchange rates between the Euro and the USD as well as the level of our activities.

Six Months Ended June 30, 2026, compared to the Six Months Ended June 30, 2025

The following table sets forth selected consolidated financial data as a percentage of our revenue and the percentage of period-over-period change:

Revenues

Revenues were $3,917 for the six months ended June 30, 2026, compared to $15,969 for the six months ended June 30, 2025, representing a decrease of $12,052, or 75%. This decrease was primarily attributable to lower sales of GameGolf KZN AI devices to customers engaged in beta testing during the six months ended June 30, 2026, as compared to the prior period in 2025.

Cost of revenues

Cost of revenues decreased to $2,090 for the six months ended June 30, 2026, from $14,186 for the six months ended June 30, 2025, representing a decrease of $12,096, or 85%. The decrease was primarily driven by the lower volume of GameGolf KZN AI devices sold during 2026, as we are currently concentrating our efforts towards the commercialization of the GameGolf KZN AI product.

Gross profit and gross margins

Gross profit was $1,827 for the six months ended June 30, 2026, compared to $1,783 for the six months ended June 30, 2025. Gross margin increased to 47% in the six months ended June 30, 2026, from 11% in the prior comparable period in 2025. The increase in gross margin was primarily attributable to the unfavorable margin impact of discounted pricing associated with beta program sales of GameGolf KZN AI devices during 2025.

Operating expenses

Operating expenses were $3,557,491 for six months ended June 30, 2026, compared to $578,745 for the six months ended June 30, 2025, representing an increase of $2,978,746, or 515%, year over year.

Research and development costs were relatively consistent with $264,698 for the six months ended June 30, 2026, and $269,167 for the six months ended June 30, 2025, for a decrease of $4,469 or 2%. We expect research and development costs to remain relatively stable in future periods as we refocus activities towards developing, testing and releasing new features to our GameGolf KZN AI product and related subscription services. 

Sales and marketing expenses were $67,312 for the six months ended June 30, 2026, compared to $55,535 for the six months ended June 30, 2025. The $11,777, or 21%, increase resulted from an increase in marketing resources to prepare for the launch of our GameGolf KZN AI product on or around the end of the third quarter of 2026. We expect that our sales and marketing expenses will increase substantially in the future in connection with the commercialization of the GameGolf KZN AI product and related subscription services.

General and administrative expenses increased by $2,971,438, or an increase of 1,170%, from $254,043 for the six months ended June 30, 2025, to $3,225,481 for the six months ended June 30, 2026. The increase resulted mainly from accounting, legal and share-based compensation costs related to our direct listing on Nasdaq.

We expect general and administrative expenses to decrease in future periods as compared to the six months ended June 30, 2026, as the transaction costs associated with the direct listing were non-recurring and higher than the general and administrative expenses we expect to incur going forward. We do, however, expect to incur increased general and administrative expenses associated with being a public company on an ongoing basis, including costs of accounting, audit, legal, regulatory and tax compliance services, directors’ and officers’ insurance, and investor and public relations costs.

Other income/(expense)

Other expense was $474,681 for the six months ended June 30, 2026, compared to other income of $431,996 for the six months ended June 30, 2025, an unfavorable change of $906,677. For the six months ended June 30, 2025, other income consisted of $107,288 of interest expense on the Grafiti Note, offset by a $539,284 foreign exchange gain on the Company’s intercompany balance with its subsidiary, AMT.

For the six months ended June 30, 2026, interest expense increased to $353,230, due to a larger outstanding balance under the Grafiti Note accruing interest at the same rate, along with interest accruing on the First Note that was issued on December 31, 2025, which was subsequently cancelled and replaced by the Bridge Note issued on March 31, 2026. As a result, no comparable interest expense was recorded during the six months ended June 30, 2025. Additionally, the Company recognized a $136,005 foreign exchange loss on its AMT intercompany balance, compared to a $539,284 gain in the prior-year period, due to unfavorable exchange rates and a growing intercompany balance with AMT.

Other comprehensive gain/(loss) — foreign currency translation adjustment

For the purposes of presenting condensed consolidated financial statements, the assets and liabilities of our Euro operations in Ireland are translated to U.S. dollar (“USD”) at the exchange rate on the reporting date. The income and expenses are translated using average exchange rates. Foreign currency differences that arise on translation for consolidated purposes are recognized in other comprehensive gain/loss on the condensed consolidated statements of comprehensive loss. The currency translation adjustment increased favorably by $669,422, or approximately 125%, for the six months ended June 30, 2026, compared to the prior period in 2025. This increase was due to the fluctuation of the exchange rates between the Euro and the USD as well as the level of our activities.

Non-GAAP Financial Information

Adjusted EBITDA

EBITDA is defined as net income (loss) before interest, provision for (benefit from) income taxes, and depreciation and amortization. Adjusted EBITDA is used by our management as the matrix in which it manages the business. It is defined as EBITDA plus adjustments for other income or expense items, non-recurring items and non-cash items.

Adjusted EBITDA for the three months ended June 30, 2026, was a loss of $392,440 compared to a loss of $268,054 for the three months ended June 30, 2025. Adjusted EBITDA for the six months ended June 30, 2026, was a loss of $707,930 compared to a loss of $568,209 for the six months ended June 30, 2025. 

The following table presents a reconciliation of our net (loss)/income, which is our GAAP operating performance measure, to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

We rely on Adjusted EBITDA, which is a non-GAAP financial measure for the following:

We have presented Adjusted EBITDA above because we believe it conveys useful information to investors regarding our operating results. We believe it provides an additional way for investors to view our operations, when considered with both our GAAP results and the reconciliation to net (loss)/income. By including this information, we can provide investors with a more complete understanding of our business. Specifically, we present Adjusted EBITDA as a supplemental disclosure because of the following:

Even though we believe Adjusted EBITDA is useful for investors, it does have limitations as an analytical tool. Thus, we strongly urge investors not to consider this metric in isolation or as a substitute for net income (loss) and the other consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include the fact that:

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business or as a measure of performance in compliance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and providing Adjusted EBITDA only as supplemental information.

Adjusted Net (Loss)/Income per Share

Basic and diluted net loss/income per share for the three months ended June 30, 2026 and 2025 was a net loss of $0.22 and net income of $0.00, respectively. Basic and diluted net loss per share for the six months ended June 30, 2026 and 2025, was a loss of $0.27 and $0.01, respectively.

Adjusted net (loss)/income per share is used by the Company’s management as an evaluation tool as it manages the business and is defined as net (loss)/income per basic and diluted share adjusted for non-cash items and one-time, non-recurring charges.

Adjusted net loss per basic and diluted Common Stock for three months ended June 30, 2026 and 2025, was a loss of $0.04 and $0.02, respectively. Adjusted net loss per basic and diluted Common Stock for six months ended June 30, 2026 and 2025, was a loss of $0.07 and $0.05, respectively.

The following table presents a reconciliation of net (loss)/income per basic and diluted share, which is our GAAP operating performance measure, to Adjusted net loss per share for the periods reflected:

We rely on Adjusted net (loss)/income per share, which is a non-GAAP financial measure:

We have presented Adjusted net loss per share above because we believe it conveys useful information to investors regarding our operating results. We believe it provides an additional way for investors to view our operations, when considered with both our GAAP results and the reconciliation to net (loss)/income, and that by including this information we can provide investors with a more complete understanding of our business. Specifically, we present Adjusted net loss per share as supplemental disclosure because:

Historical Results and Cash Flows

We are finalizing development of our GameGolf KZN AI applications and underlying platform infrastructure. We have a limited beta program for legacy customers featuring a minimum viable product (“MVP”) with a constrained feature set. In connection with the beta, a small number of devices were sold at promotional, discounted pricing to facilitate testing and feedback. We expect to continue adding features over the coming months. Subject to successful completion of beta testing and readiness milestones, we expect to commence initial commercial revenue generation on or around the end of the third quarter of 2026.

Management believes historical results and cash flows are not indicative of expected future performance. To date, the Company has been primarily in product development mode. As we transition to commercial activities, we anticipate a gradual rebalancing of operating expenditures from research and development toward sales and marketing. Development spending is expected to moderate in the near term as efforts shift from building a new product and platform to iterating and adding features.

Historically, operating cash needs have been funded principally through equity financing and promissory notes from stockholders. As commercialization begins, we expect sales of GameGolf KZN AI devices on hand (inventory) and subscription revenues to supplement financing activities for cash flow needs.

Liquidity and Capital Resources as of June 30, 2026

Our current capital resources and operating results as of and through June 30, 2026, consist of:

As of June 30, 2026, the Company had approximately $15,991 in cash. We have relied on financing from Grafiti LLC, a wholly-owned subsidiary of Grafiti Group, our parent company. which is controlled by Nadir Ali, our former Chief Executive Officer, pursuant to the Grafiti Note. See “Contractual Obligations and Commitments” section below for more information.

In addition, we received debt financing as of March 31, 2026, in an aggregate principal amount of $1,135,000 from Streeterville in connection with the issuance of the Bridge Note. The previously outstanding First Note was deemed cancelled as partial consideration for the issuance of the Bridge Note. The net proceeds received on issuance of the Bridge Note were $500,000. Subsequent to June 30, 2026, on July 30, 2026, the Company received an $8,000,000 investment through the issuance of shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement (see Note 8 for more information).

Our net cash flows used in operating, investing and financing activities for the six months ended June 30, 2026 and 2025, and certain balances as of the end of those periods are as follows:

Operating activities

Net cash used in operating activities for the six months ended June 30, 2026, was $796,585, which reflects an increase of $239,780 compared to the net cash used in operating activities for the prior comparable period in 2025 of $556,805. This increase was primarily driven by a larger net loss of $4,030,345 for the current period, compared to a net loss of $144,966 for the comparative period. The increased net loss was primarily attributable to higher operating expenses and share-based compensation related to the direct listing on Nasdaq.

Investing activities

Our investing activities consisted of the sale of property and equipment and were immaterial for the six months ended June 30, 2026 and 2025. As our business grows, we expect our capital expenditures and our investment activity to increase, primarily to fund additional facilities and equipment for headcount growth, operational expansion, and manufacturing equipment and tooling to facilitate future product hardware redesigns, as applicable.

Financing activities

Net cash flows provided by financing activities during the six months ended June 30, 2026 was $729,528 which consisted of proceeds from the Grafiti Note of $336,408, advances from Grafiti LLC of $19,000, cash received from the Bridge Note of $500,000, and cash received from the issuance of Common Stock and warrants of $2,688, offset by cash repaid for the Grafiti Note of $128,568. Net cash flows provided by financing activities during the six months ended June 30, 2025, was $509,750, which consisted of proceeds from the Grafiti Note of $536,000 and advances from Grafiti LLC of $20,000, offset by cash repayments of the Grafiti LLC advances of $46,250.

Contractual Obligations and Commitments

Contractual obligations relate to cash that we are obligated to pay as part of certain contracts that we have entered into.

As of June 30, 2026, our principal contractual commitments consisted of obligations under the Bridge Note and Grafiti Note. As of June 30, 2026, we have outstanding indebtedness of $1,135,000 payable to Streeterville under the Bridge Note, which bears interest at a fixed rate of 10% per annum. 

In addition, as of June 30, 2026, we have outstanding indebtedness of $2,999,957 under the Grafiti Note, which matures on July 31, 2027, and bears interest at a fixed rate of 10% per annum. Subsequent to June 30, 2026, the Company repaid $402,613 in principal repayments and has $2,597,344 in principal outstanding under the Grafiti Note subsequent to such repayment.

We expect to fund these commitments through cash on hand, cash generated from operations or future debt or equity financings.

Further, each share of Series A Preferred Stock outstanding accrues a return on its Stated Value at a rate of 10% per annum (increasing to 15% per annum following an Event of Default), payable quarterly within five trading days after the end of each calendar quarter (the “Preferred Return”). The Preferred Return is payable, at the Company’s discretion, either in cash or through the issuance of additional shares of Series A Preferred Stock valued at the Stated Value. The Company intends to satisfy the Preferred Return through the issuance of additional shares of Series A Preferred Stock rather than in cash.

In addition to the above, on November 2025, the Company received a notice with an invoice (the “Invoice”) from its manufacturer asserting a claim (the “Manufacturer Claim”) in the amount of $543,369 (the “Invoice Amount”) relating to amounts they claimed remained outstanding in connection with a previous order for Game Golf KZN AI devices and testing equipment made in May 2023 (the “Prior Order”) that had not been shipped to or received by the Company as of the date of such invoice. Specifically, the claim relates to certain product and material that the manufacturer alleged it was unable to store due to regulatory constraints applicable to the manufacturer’s operations. In December 2025, the Company responded to such Manufacturer Claim indicating that the Prior Order was made on “FOB” shipping terms and did not contain a delivery deadline, shipment schedule or other requirement to accept delivery at any time. The Company was not advised of such alleged regulatory constraints in advance and was not contractually obligated to accept delivery of the product within any specified time period. In addition, the Company was not obligated under the applicable arrangements to reimburse the manufacturer for raw materials, storage, or disposal-related costs associated with such product.

The manufacturer has not provided additional substantiation or further correspondence regarding the matter since the Company’s response to such claim delivered to the manufacturer in December 2025.

Based on the foregoing, management concluded that the likelihood of a material loss is reasonably possible but not probable. In addition, while an unfavorable resolution of the matter could have an adverse effect on the Company’s financial position, results of operations or cash flows in a future period, because the Company disputes that it has any contractual obligation for the asserted costs, management determined that any potential loss or range of loss is not reasonably estimable as of the balance sheet date. The Company will continue to evaluate the matter if additional information becomes available.

Liquidity and Financial Obligations

The Company has historically been funded by short-term debt, promissory notes and other advances from Grafiti LLC. The Company has directed its resources over the past number of years to the development of its new hardware device, GameGolf KZN AI, and the development of software applications. During that period revenues have been minimal. The Company cannot assure that it will ever earn future revenues sufficient to support its operations, or that it will ever be profitable.

Short-Term Liquidity and Financial Obligations

Our short-term liquidity requirements, measured through June 30, 2027, consist principally of funding our operating expenses and research and development activities, public company costs and required payments under our outstanding debt arrangements. We intend to satisfy these requirements primarily with proceeds we received under the first and second closings contemplated under the Securities Purchase Agreement, which occurred on June 30, 2026 and July 30, 2026, respectively, and any cash generated from our operations.

As of June 30, 2026, we owed $2,999,957 under the Grafiti Note. The Grafiti Note matures on July 31, 2027, with automatic monthly extensions thereafter while amounts remain outstanding, provided that we comply with the applicable covenants thereunder. Repayment is generally limited to $500,000 in the first full calendar month following July 30, 2026, and $150,000 per month thereafter.

We also have obligations under the Bridge Note with an original principal amount of $1,135,000, which matures on April 30, 2027, and bears interest at 10% per annum. The Bridge Note may be satisfied through Streeterville’s election to convert the principal amount outstanding thereunder into shares of Common Stock at a fixed price of $6.80 per share, or Series A Preferred Stock at a fixed price of $1,000 per share, or through cash repayment. Based on the terms of the Bridge Note and our current expectations, we do not anticipate that cash repayment will be required, and our short-term liquidity forecast does not include cash settlement of the amount expected to be outstanding at maturity. However, if Streeterville elects to be repaid in cash, the Company expects to have sufficient funding available for the repayment at maturity.

Holders of our Series A Preferred Stock are entitled to a quarterly Preferred Return accruing at 10% per annum on the Stated Value (15% per annum following an Event of Default). The Company has the discretion to pay the Preferred Return in cash or in additional shares of Series A Preferred Stock. The Company intends to satisfy this obligation through the issuance of additional shares of Series A Preferred Stock, which is not expected to require the use of Company cash resources.

Based on our current operating plan and cash flow forecast, including the $8,000,000 of gross proceeds received on July 30, 2026, and the contractual cash requirements described above, we believe that our available liquidity will be sufficient to fund our operations and meet our financial obligations through at least June 30, 2027. Management’s forecast also supports the conclusion disclosed in Note 2 to the unaudited condensed consolidated financial statements that the conditions that initially raised substantial doubt about our ability to continue as a going concern have been alleviated. Our forecast depends on estimates regarding the timing and amount of operating expenditures and debt repayments. Actual results may differ from these estimates.

Long-Term Liquidity and Financial Obligations

Beyond June 30, 2027, our liquidity requirements will depend on the timing and extent of our product development and commercialization activities, the level of revenue generated by our products and subscription offerings, public company ongoing costs, and the timing and form of settlement of our outstanding debt and preferred stock obligations. We expect to increase operating, research and development, and sales and marketing expenditures as we advance our product and services roadmap, further commercialize the GameGolf KZN AI device and related software and ecosystem, and continue global expansion.

We expect that our longer-term capital resources may include cash generated from operations, additional sales of Series A Preferred Stock under the Securities Purchase Agreement, and other equity or debt financings. Future sales under the Securities Purchase Agreement are subject to certain conditions, and there can be no assurance that we will complete any additional closings thereunder.

Year Ended December 31, 2025 compared to the Year Ended December 31, 2024

The following table sets forth selected consolidated financial data as a percentage of our revenue and the percentage of period-over-period change: