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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 18, 2026
GameSquare
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39389 |
|
99-1946435 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6775
Cowboys Way, Ste. 1335
Frisco,
Texas, USA |
|
75034 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (216) 464-6400
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
GAME |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange Act.
Item
3.03. Material Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 18, 2026, GameSquare Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”)
to the First Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to
effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a
ratio of 1-for-8 (the “Reverse Stock Split”).
The
Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on August 24, 2026
(the “Effective Time”), at which time every eight (8) shares of issued and outstanding Common Stock will be automatically
combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of
Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such
stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.
Trading
of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on August 24, 2026. The new CUSIP
number for the Common Stock following the Reverse Stock Split is 36468G202.
As
a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 102,271,871
pre-split shares to approximately 12,783,983 post-split shares, subject to adjustment for fractional shares. The Reverse Stock Split
will not change the number of authorized shares of the Common Stock.
The
Reverse Stock Split will apply to the Company’s outstanding convertible securities, warrants, stock options and restricted stock
units. The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately
as a result of the Reverse Stock Split. The conversion prices of any outstanding convertible securities and the exercise prices of any
outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the
Company’s equity incentive plans.
As
previously announced, on August 13, 2026, the Company’s stockholders approved a reverse stock split proposal at a ratio in the
range of 1-for-2 to 1-for-8, with the final ratio to be determined by the Company’s board of directors in its discretion without
further approval from the Company’s stockholders. Subsequently on August 14, 2026, the Company’s board of directors approved
the final reverse stock split ratio of 1-for-8 (the “Reverse Stock Split Ratio”).
The
forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
Item
8.01. Other Events.
The
information in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company has registration statements on Form S-3 (File No. 333-285543), registration statements on Form S-1 (File No. 333-280863) and
registration statements on Form S-8 (File Nos. 333-279623 and 333-293284) (collectively, the “Registration Statements”) on
file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference
future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended,
prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 and/or Form S-8. The information
incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in
this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending
them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed
covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at the Reverse
Stock Split Ratio.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to First Amended and Restated Certificate of Incorporation of GameSquare Holdings, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
GAMESQUARE
HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| Date:
August 19, 2026 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer, President and Director |
