Exhibit
99.1
GameSquare
Holdings Reports 2026 First Quarter Results
with revenue up 95.0% year-over-year
Client
wins have accelerated early in the second quarter supporting expected strength in second quarter and second half of 2026 sales
May
14, 2026, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”),
today announced financial results for the three months ended March 31, 2026.
Justin
Kenna, CEO of GameSquare stated, “GameSquare is off to a solid start in 2026, delivering first quarter results that were in line
with our expectations during what is typically the seasonally slowest period of the year. Our performance reflects the increasing contribution
of the integrated platform we have built, the expanding benefits of recent acquisitions, and the investments we are making in our go-to-market
strategy. Importantly, recent sales activity reinforces the value of our solutions and our ability to connect brands, creators, and audiences
across the global creator economy.”
Kenna
continued, “We continue to evaluate opportunistic share repurchases, strategic M&A, and investments that can strengthen our
platform, expand our creator ecosystem, and drive profitable growth. The recent additions of Justin Miclat and the popular creator “Steak”
further enhance our ability to identify, recruit, monetize, and deploy influential creator talent with highly engaged audiences and meaningful
brand appeal. These additions deepen our creator network, expand the commercial opportunities we can bring to brand partners, and reinforce
the value of our integrated platform. One example has been our growing relationship with Capcom, where we supported the launch of their
Resident Evil™ Requiem title in the first quarter of 2026 that became Capcom’s most successful launch in the franchise
to date. Another recent example is Hungryboy Hot Sauce, the viral hot-sauce brand from YouTube collective The Boys, which launched in
November 2025 across H-E-B grocery stores and has since expanded to Spencer’s and nearly 300 World Market stores. This success
highlights our ability to convert creator influence into scalable consumer products, retail distribution, and incremental monetization
opportunities. We expect to add additional commercially relevant creators to our platform during the second quarter, further expanding
a talent ecosystem built to drive brand partnerships, consumer products, content, and experiential revenue.”
“Sales
momentum has accelerated early in the second quarter, supported by expanded programs with several of the top video game publishers, recent
creator additions, and growing opportunities across all aspects of our business. These wins leverage GameSquare’s full platform,
including talent, creative, media, data, and experiential production, and provide increased visibility into our expected second quarter
performance and second half growth. Based on current expectations, recent creator additions, and the Company’s current operating
plan, we are reaffirming our full year 2026 guidance of $85 million to $90 million in proforma revenue and more than $5 million of adjusted
EBITDA, subject to the risks and uncertainties described below,” Kenna concluded.
Reported
results for the three months ended March 31, 2026, compared to March 31, 2025 (unaudited)
| |
● |
Revenue of $14.5 million, compared to $7.4 million |
| |
● |
Gross profit of $5.6 million, compared to $3.2 million |
| |
● |
Gross margin of 38.4%, compared to 42.5% |
| |
● |
Net loss from continuing operations of $17.6 million (see following
bullet), compared to $3.8 million. |
| |
● |
The $17.6 million net loss in the first quarter of 2026 included
a $14.6 million change in fair value loss on digital assets and $1.1 million of one-time transaction costs related to the TubeBuddy acquisition |
| |
● |
Adjusted EBITDA loss of $1.1 million, compared to an adjusted
EBITDA loss of $2.6 million |
| |
● |
Adjusted EBITDA was -7.6% of revenue, versus -34.7% of revenue |
Proforma*
results for the three months ended March 31, 2026 (unaudited)
| |
● |
Revenue of $15.8 million |
| |
● |
Gross profit of $6.8 million |
| |
● |
Gross margin of 43.1% |
| |
● |
Adjusted EBITDA loss of $0.7 million, or -4.2% of proforma
revenue |
*
Proforma financial results include TubeBuddy for the 2026 first quarter. All quarterly financial information and proforma is unaudited.
Stock
Repurchases
During
the first quarter, GameSquare repurchased 2.07 million shares of its common stock for $0.75 million, representing an average price of
approximately $0.36 per share.
As
of May 13, 2026, GameSquare has repurchased 7.35 million shares of its common stock for $3.6 million, representing an average price of
approximately $0.47 since the Company’s repurchase program started in October 2025. The Company has approximately $11.4 million
remaining under its current authorization.
Strategic
Talent Additions
On
May 14, 2026, GameSquare announced the appointment of Justin Miclat as Chief Growth Officer of its wholly owned subsidiary Click and
the addition of several major creators to Click’s roster, including Steak, the second-largest Roblox creator, which further strengthens
GameSquare’s position as a scaled platform at the center of the creator economy.
The
newly added talent is expected to generate more than $5 million of incremental annualized revenue, while enhancing GameSquare’s
ability to connect leading creators with global brands through its integrated platform spanning talent management, data analytics, creative
services, and experiential activations. These additions add the following benefits to GameSquare’s platform:
| |
● |
Expands creator reach: Adds Steak and other top creators
across gaming’s largest platforms. |
| |
● |
Adds proven leadership: Justin Miclat brings a track
record of scaling and monetizing leading digital talent. |
| |
● |
Increases revenue visibility: Recently added talent
is expected to generate over $5 million of incremental annualized revenue. |
| |
● |
Deepens brand opportunities: Creates more inventory
and audience reach for creator-led campaigns. |
| |
● |
Supports scalable growth: Adds creator-driven revenue
streams with attractive operating leverage. |
TubeBuddy
Acquisition
On
February 20, 2026, GameSquare entered into an asset purchase agreement with BENlabs to acquire TubeBuddy, an AI-enabled software and
workflow platform for creators and brands focused on optimizing YouTube channel performance and audience growth.
The
addition of TubeBuddy enhances GameSquare’s technology stack, expands direct relationships with creators, and creates new opportunities
for data-driven brand partnerships and monetization. With the addition of TubeBuddy, GameSquare’s platform includes:
| |
● |
An AI-enabled software platform with proven tools embedded
into creator workflows |
| |
● |
Anticipated increase to recurring software and subscription
revenue |
| |
● |
First-party creator and channel data capabilities |
| |
● |
Powerful cross-platform brand and performance marketing solutions |
| |
● |
Expands opportunities across GameSquare’s media, esports,
and creator network |
According
to company estimates, TubeBuddy has helped more than 10 million creators on their YouTube journeys. Its technology is designed to help
creators grow faster, increase per-video views, and drive stronger subscriber growth. TubeBuddy also serves major media companies and
global publishers.
2026
Outlook
On
a proforma basis, which takes into account the Company’s plans with the TubeBuddy business as if it was acquired on January 1,
2026, the Company is reiterating its previously announced annual financial guidance for fiscal year 2026. The Company’s annual
guidance for 2026 includes:
| |
● |
Revenue of $85 million to $90 million |
| |
● |
Gross margin of 35% to 40% |
| |
● |
Adjusted EBITDA of over $5 million |
Adjusted
EBITDA guidance excludes items such as transaction costs, impairments, and other one-time expenses, and that a reconciliation is not
provided due to forward-looking uncertainty and unreasonable efforts.
GameSquare’s
Treasury Management Assets at March 31, 20261:
| |
● |
Ethereum (“ETH”) Assets: The Company held
15,502.70 ETH, 5,435.25 of which was in its onchain yield strategy with Dialectic. |
| |
● |
Altcoin Assets: The Company had $1.6 million of altcoins
on its balance sheet at March 31, 2026, in $Anime and $Rekt Coin. |
| |
● |
Total Digital Asset Treasury Assets + Cash: The Company
had $35.9 million in ETH, Altcoin investments, interests in the Dialectic onchain yield strategy and cash, or $0.37 per share as of March
31, 2026. Cash at March 31, 2026, was $2.4 million, with an additional $1.8 million in restricted cash. |
1
Digital asset values are subject to significant volatility and are valued based on market prices as of the reporting date.
Use
of Non-GAAP Financial Measures
This
release includes measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP measures”).
These Non-GAAP measures should be viewed in addition to, and not as a substitute for, the Company’s reported GAAP results, and
may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive
set of accounting rules or principles. GameSquare’s management uses these Non-GAAP measures for internal budgeting and forecasting
purposes and to evaluate GameSquare’s financial performance. GameSquare’s management believes the presentation of these Non-GAAP
measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further
information regarding these Non-GAAP measures, please refer to the tables presenting reconciliations of our Non-GAAP results to our U.S.
GAAP results and the “Management’s use of Non-GAAP Measures” that accompany this press release.
Conference
Call Details
Justin
Kenna, CEO, and Mike Munoz, CFO are scheduled to host a conference call with the investment community. Analysts and interested investors
can join the call via the details below:
Date:
May 14, 2026
Time:
5:00 pm ET
Webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=lSzKJbOc
Investor
Relations
Andrew
Berger
Phone:
(216) 464-6400
Email:
ir@gamesquare.com
Media
Relations
Chelsey
Northern / The Untold
Phone:
(254) 855-4028
Email:
pr@gamesquare.com
About
GameSquare Holdings, Inc.
GameSquare
(NASDAQ:GAME) is a cutting-edge media, entertainment, and technology company transforming how brands and publishers connect with Gen
Z, Gen Alpha, and Millennial audiences. With a platform that spans award-winning creative services, advanced analytics, and FaZe Esports,
one of the most iconic gaming organizations, we operate one of the largest gaming media networks in North America. As a digital-native
business, GameSquare provides brands with unparalleled access to world-class creators and talent, delivering authentic connections across
gaming, esports, and youth culture. Complementing our operating strategy, GameSquare has developed an innovative treasury management
program designed to generate yield and enhance capital efficiency, reinforcing our commitment to building a dynamic, high-performing
media company at the intersection of culture, technology, and next-generation financial innovation.
To
learn more, visit www.gamesquare.com.
Forward-Looking
Information
This
news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of the applicable securities legislation. All statements, other than statements of historical fact,
are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement
that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events
or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”,
“estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain
actions, events or results “may” or “could”, “would”, “might” or “will” be
taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking
statements relate, among other things, to: the Company’s future performance, revenue, growth and profitability; and the Company’s
ability to execute on its current and future business plans. These forward-looking statements are provided only to provide information
currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive
statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include,
but are not limited to: the Company’s ability to grow its business and being able to execute on its business plans, the success
of Company’s vendors and partners in their provision of services to the Company, the Company being able to recognize and capitalize
on opportunities, the Company continuing to attract qualified personnel to support its development requirements, the continued development,
acceptance and adoption of digital assets; the availability, security and functionality of digital asset custody solutions and related
infrastructure, the liquidity and stability of digital asset markets, the Company’s ability to manage the significant price volatility
associated with digital assets, and the ability of the Company and its service providers to maintain adequate cybersecurity protections
and safeguard digital assets from theft, loss or unauthorized access. These assumptions, while considered reasonable, are subject to
known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company’s ability
to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings
or complete offerings on acceptable terms, failure to leverage the Company’s portfolio across entertainment and media platforms,
dependence on the Company’s key personnel and general business, economic, competitive, political and social uncertainties. These
risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company’s
most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
GameSquare
Holdings, Inc.
Consolidated
Balance Sheets
| | |
March 31,
2026
(Unaudited) | | |
December 31,
2025 | |
| Assets | |
| | | |
| | |
| Cash | |
$ | 2,357,661 | | |
$ | 4,604,781 | |
| Restricted cash | |
| 1,837,998 | | |
| 1,769,552 | |
| Accounts receivable, net | |
| 10,692,528 | | |
| 8,733,159 | |
| Digital assets | |
| 22,836,912 | | |
| 5,987,720 | |
| Government remittances | |
| 317,364 | | |
| 343,488 | |
| Prepaid expenses and other current assets | |
| 798,193 | | |
| 771,902 | |
| Total current assets | |
| 38,840,656 | | |
| 22,210,602 | |
| Investments | |
| 137,023 | | |
| 383,503 | |
| Investment in ETH fund | |
| 10,680,541 | | |
| 41,374,063 | |
| Promissory note receivable, non-current | |
| 549,000 | | |
| 549,000 | |
| Property and equipment, net | |
| 113,073 | | |
| 114,054 | |
| Goodwill | |
| 8,619,295 | | |
| 5,912,230 | |
| Intangible assets, definite lived, net | |
| 7,980,779 | | |
| 5,414,452 | |
| Intangible assets, indefinite lived | |
| - | | |
| 1,945,962 | |
| Right-of-use assets | |
| 1,294,152 | | |
| 1,398,515 | |
| Total assets | |
$ | 68,214,519 | | |
$ | 79,302,381 | |
| Liabilities, Mezzanine Equity and Shareholders’ Equity | |
| | | |
| | |
| Accounts payable | |
$ | 20,625,627 | | |
$ | 21,929,984 | |
| Accrued expenses and other current liabilities | |
| 7,012,480 | | |
| 6,788,876 | |
| Players liability account | |
| 47,535 | | |
| 47,535 | |
| Deferred revenue | |
| 5,770,860 | | |
| 3,952,295 | |
| Current portion of operating lease liability | |
| 449,749 | | |
| 441,485 | |
| Promissory notes payable, current | |
| 9,500,000 | | |
| 2,000,000 | |
| Warrant liability | |
| 967,429 | | |
| 1,626,832 | |
| Deferred purchase consideration | |
| 66,399 | | |
| 3,996,548 | |
| Arbitration reserve | |
| 65,249 | | |
| 93,041 | |
| Total current liabilities | |
| 44,505,328 | | |
| 40,876,596 | |
| Contingent purchase consideration, non-current | |
| 2,353,517 | | |
| 807,000 | |
| Deferred tax liability | |
| 810,704 | | |
| 810,704 | |
| Operating lease liability | |
| 1,041,033 | | |
| 1,154,341 | |
| Total liabilities | |
| 48,710,582 | | |
| 43,648,641 | |
| Commitments and contingencies (Note 17) | |
| | | |
| | |
| Series A-2 redeemable convertible preferred stock ($0.0001 par value, 50,000,000
authorized, 5,000,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) | |
| 1,769,744 | | |
| - | |
| Total Mezzanine equity | |
| 1,769,744 | | |
| - | |
| Series A-1 convertible preferred stock ($0.0001 par value, 50,000,000 authorized, 3,433 shares issued and outstanding as of
March 31, 2026 and December 31, 2025) | |
| 3,924,296 | | |
| 3,924,296 | |
| Common stock ($0.0001 par value, 100,000,000 shares authorized, 95,761,215 and 98,066,751 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) | |
| 9,577 | | |
| 9,807 | |
| Additional paid-in capital | |
| 194,335,860 | | |
| 195,158,882 | |
| Treasury stock | |
| - | | |
| (580,715 | ) |
| Accumulated other comprehensive loss | |
| (559,029 | ) | |
| (586,991 | ) |
| Non-controlling interest | |
| - | | |
| - | |
| Accumulated deficit | |
| (179,976,511 | ) | |
| (162,271,539 | ) |
| Total shareholders’ equity | |
| 17,734,193 | | |
| 35,653,740 | |
| Total liabilities, mezzanine equity and shareholders’ equity | |
$ | 68,214,519 | | |
$ | 79,302,381 | |
GameSquare
Holdings, Inc.
Consolidated
Statements of Operations and Comprehensive Loss
(Quarterly
information unaudited)
| | |
Three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 14,503,721 | | |
$ | 7,439,124 | |
| Cost of revenue | |
| 8,931,440 | | |
| 4,281,199 | |
| Gross profit | |
| 5,572,281 | | |
| 3,157,925 | |
| Operating expenses: | |
| | | |
| | |
| General and administrative | |
| 4,439,647 | | |
| 3,707,625 | |
| Selling and marketing | |
| 2,143,014 | | |
| 1,335,761 | |
| Research and development | |
| 610,802 | | |
| 654,053 | |
| Depreciation and amortization | |
| 430,250 | | |
| 204,131 | |
| Contract exit costs | |
| 150,855 | | |
| 617,213 | |
| Other operating expenses | |
| 1,171,697 | | |
| 745,377 | |
| Total operating expenses | |
| 8,946,265 | | |
| 7,264,160 | |
| Loss from continuing operations | |
| (3,373,984 | ) | |
| (4,106,235 | ) |
| Other income (expense), net: | |
| | | |
| | |
| Interest income (expense) | |
| (329,101 | ) | |
| 26,586 | |
| Change in fair value of convertible debt carried at fair value | |
| - | | |
| 333,477 | |
| Change in fair value of warrant liability | |
| 659,383 | | |
| 5,347 | |
| Arbitration settlement reserve | |
| 27,792 | | |
| 55,583 | |
| Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund | |
| (14,592,149 | ) | |
| - | |
| Other income (expense), net | |
| (2,593 | ) | |
| (73,464 | ) |
| Total other income (expense), net | |
| (14,236,668 | ) | |
| 347,529 | |
| Loss from continuing operations before income taxes | |
| (17,610,652 | ) | |
| (3,758,706 | ) |
| Income tax expense | |
| - | | |
| - | |
| Net income (loss) from continuing operations | |
| (17,610,652 | ) | |
| (3,758,706 | ) |
| Net income (loss) from discontinued operations | |
| (94,320 | ) | |
| (3,415,030 | ) |
| Net loss | |
| (17,704,972 | ) | |
| (7,173,736 | ) |
| Net loss attributable to non-controlling interest | |
| - | | |
| 2,018,132 | |
| Net loss attributable to GameSquare Holdings, Inc. | |
$ | (17,704,972 | ) | |
$ | (5,155,604 | ) |
| | |
| | | |
| | |
| Comprehensive loss, net of tax: | |
| | | |
| | |
| Net loss | |
$ | (17,704,972 | ) | |
$ | (7,173,736 | ) |
| Change in foreign currency translation adjustment | |
| 27,962 | | |
| 162,526 | |
| Comprehensive loss | |
| (17,677,010 | ) | |
| (7,011,210 | ) |
| Comprehensive loss attributable to non-controlling interest | |
| - | | |
| 2,018,132 | |
| Comprehensive loss | |
$ | (17,677,010 | ) | |
$ | (4,993,078 | ) |
| | |
| | | |
| | |
| Income (loss) per common share attributable to GameSquare Holdings, Inc. - basic and assuming
dilution: | |
| | | |
| | |
| From continuing operations | |
$ | (0.18 | ) | |
$ | (0.10 | ) |
| From discontinued operations | |
| (0.00 | ) | |
| (0.04 | ) |
| Loss per common share attributable to GameSquare Holdings, Inc. - basic and
assuming dilution | |
$ | (0.18 | ) | |
$ | (0.14 | ) |
| Weighted average common shares outstanding - basic and diluted | |
| 97,334,103 | | |
| 36,719,712 | |
Management’s
use of Non-GAAP Measures
This
release contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not
recognized under accounting principles generally accepted in the United States of America (“GAAP”) and do not have a standardized
meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a
reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance
with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.
We
believe EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding
the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses.
We define “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense.
Adjusted
EBITDA
We
believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results
by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring
expenses. We define “Adjusted EBITDA” as EBITDA adjusted to exclude extraordinary items, non-recurring items and other non-cash
items, including, but not limited to (i) share based compensation expense, (ii) transaction costs related to merger and acquisition activities,
(iii) arbitration settlement reserves and other non-recurring legal settlement expenses, (iv) contract exit costs, primarily comprised
of employee severance resulting from integration of acquired businesses, (v) impairment of goodwill and intangible assets, (vi) gains
and losses on extinguishment of debt, (vii) change in fair value of assets and liabilities adjusted to fair value on a quarterly basis,
(viii) gains and losses from discontinued operations, and (ix) net income (loss) attributable to non-controlling interest.
Reconciliation
of Non-GAAP Measures
A
reconciliation of Adjusted EBITDA to the most directly comparable measure determined under U.S. GAAP is set out below. (Unaudited)
| | |
Three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Net loss | |
$ | (17,704,972 | ) | |
$ | (7,173,736 | ) |
| Interest (income) expense, net | |
| 329,101 | | |
| (26,586 | ) |
| Income tax expense | |
| - | | |
| - | |
| Amortization and depreciation | |
| 430,250 | | |
| 204,131 | |
| Share-based payments | |
| 527,686 | | |
| 28,998 | |
| Realized and change in unrealized (gain) loss on digital assets and investment in ETH fund | |
| 14,592,149 | | |
| - | |
| Transaction costs | |
| 1,090,845 | | |
| 745,377 | |
| Arbitration settlement reserve | |
| (27,792 | ) | |
| (55,583 | ) |
| Contract exit costs | |
| 150,855 | | |
| 617,213 | |
| Change in fair value of contingent purchase consideration | |
| 80,852 | | |
| - | |
| Change in fair value of warrant liability | |
| (659,383 | ) | |
| (5,347 | ) |
| Change in fair value of convertible debt carried at fair value | |
| - | | |
| (333,477 | ) |
| Loss (gain) on disposition of subsidiary | |
| - | | |
| 298,382 | |
| Loss from discontinued operations | |
| 94,320 | | |
| 3,116,648 | |
| Adjusted EBITDA | |
$ | (1,096,089 | ) | |
$ | (2,583,980 | ) |
