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GameSquare Holdings (NASDAQ: GAME) Q2 revenue surges 137% as digital asset losses widen

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GameSquare Holdings reported strong top-line growth for the quarter and six months ended June 30, 2026, while remaining loss-making under GAAP. For the second quarter, revenue rose 137% year-over-year to $18.5 million, with gross margin improving to 49.0% from 29.4%. Gross profit reached $9.0 million, and adjusted EBITDA turned positive at $1.0 million, compared with a $3.2 million loss a year earlier, reflecting higher sales, gross margin expansion and operating leverage.

Despite those improvements, the company recorded a net loss from continuing operations of $10.6 million, largely driven by a $7.8 million fair value loss on digital assets plus changes in fair value of contingent consideration and warrant liabilities and one-time transaction and legal costs. For the first half of 2026, revenue was $33.0 million versus $15.2 million, with an adjusted EBITDA loss of $0.1 million versus a $5.7 million loss.

GameSquare is actively using capital, with 2.8 million shares repurchased in Q2 for $1.2 million and 1.0 million additional shares repurchased in July; since October 2025 it has repurchased over 8.8 million shares for nearly $4.1 million. On a pro forma basis including TubeBuddy, six‑month 2026 revenue was $34.3 million and adjusted EBITDA $0.3 million. The company reiterated 2026 guidance for revenue of $85–$90 million, gross margin of 35–40%, and adjusted EBITDA of over $5 million.

Positive

  • Q2 revenue up 137% to $18.5 million, with gross margin expanding from 29.4% to 49.0%, indicating significantly improved unit economics.
  • Adjusted EBITDA turned positive at $1.0 million in Q2 versus a $3.2 million loss, and first‑half adjusted EBITDA loss narrowed sharply to $0.1 million.
  • First‑half 2026 revenue more than doubled to $33.0 million from $15.2 million, showing strong growth across the business and contributions from acquisitions.
  • Company reiterated 2026 guidance for revenue of $85–$90 million, gross margin of 35–40%, and adjusted EBITDA of over $5 million, signaling confidence in its outlook.
  • GameSquare has repurchased over 8.8 million shares for nearly $4.1 million since October 2025, with approximately $10.9 million still available under its current authorization.

Negative

  • Despite operating improvements, Q2 saw a net loss from continuing operations of $10.6 million, more than double the prior‑year loss of $4.0 million.
  • Losses were heavily affected by digital asset exposure, including a $7.8 million Q2 fair value loss and $22.4 million such loss for the first half of 2026.
  • Total assets declined from $79.3 million to $58.9 million, and shareholders’ equity fell from $35.7 million to $9.9 million between December 31, 2025 and June 30, 2026.
  • Cash decreased to $2.1 million from $4.6 million at year‑end, with heavy investment in digital assets ($23.5 million) adding volatility to the balance sheet.

Filing Explained

June 30 figures remain preliminary, and the balance sheet reports $2.1 million cash separately from $23.5 million digital assets.

A Form 8-K reports specified material events within four business days; here, GameSquare furnished preliminary, unaudited results for the quarter and six months ended June 30, 2026. Customary accounting procedures and the independent review remain incomplete, so the figures may change in the Form 10-Q.

At June 30, the balance sheet separately reported $2.1 million of cash, $2.4 million of restricted cash, and $23.5 million of digital assets. The filing therefore distinguishes reported cash from digital-asset holdings and restricted cash rather than presenting them as one cash balance.

The company reported 15,080.51 ETH and $23,454,063 of digital assets at that date. Common stock issued and outstanding was 102,371,390 shares, versus 98,066,751 shares at December 31, 2025.

The June 30 cash, restricted-cash, and digital-asset line items should be reconciled against the company’s Form 10-Q when that report presents the reviewed interim financial statements.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $18,475,300 Three months ended June 30, 2026; up from $7,788,519 in 2025
Q2 2026 Gross Margin 49.0% Three months ended June 30, 2026; compared with 29.4% in 2025
Q2 2026 Net Loss from Continuing Operations $10,610,710 Three months ended June 30, 2026; compared with $4,034,003 in 2025
Q2 2026 Adjusted EBITDA $961,636 Three months ended June 30, 2026; versus $(3,152,325) in 2025
H1 2026 Revenue $33,010,922 Six months ended June 30, 2026; versus $15,227,643 in 2025
Digital Assets Balance $23,454,063 Digital assets on balance sheet at June 30, 2026
Share Repurchases to Date $4,100,000 Nearly $4.1 million spent repurchasing over 8.8 million shares since October 2025
2026 Revenue Guidance $85–$90 million Full-year 2026 pro forma revenue guidance including TubeBuddy
Adjusted EBITDA financial
"Adjusted EBITDA of $1.0 million for the second quarter, driven by higher sales"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
digital assets financial
"includes $7.8 million in changes in unrealized loss and realized loss on digital assets"
Digital assets are electronic files or representations of value stored electronically, such as cryptocurrencies, digital tokens, or digital art. They matter to investors because they can be bought, sold, and used for transactions much like physical assets, but exist entirely in digital form, offering new opportunities for investment and financial innovation.
contingent purchase consideration financial
"The $10.6 million net loss... included a $7.8 million change in fair value loss on digital assets, $1.4 million change in fair value of contingent consideration"
treasury management program financial
"developed an innovative treasury management program designed to generate yield and enhance capital efficiency"
A treasury management program is a company’s organized set of policies, processes and tools for handling cash, short-term investments, borrowing, banking relationships and financial risk (like interest-rate or foreign-exchange exposure). Like a household budget plus a toolbox, it determines how cash flows are collected, held and deployed, how short-term needs are funded, and how financial risks are hedged. Investors care because the program affects a company’s liquidity, financing costs, risk profile and ability to meet obligations or pursue opportunities.
proforma financial
"Proforma financial results include TubeBuddy for the 2026 six months"
Proforma describes financial numbers that have been adjusted to show how results would look under a specific scenario or after excluding certain items, like one-time costs or a recent acquisition. Investors use proforma figures as a “what-if” snapshot to compare performance on a more apples-to-apples basis, but they should note which adjustments were made because these tuned figures can make results look clearer than the unadjusted reality.
Q2 2026 Revenue $18,475,300 up from $7,788,519 in Q2 2025
Q2 2026 Gross Margin 49.0% up from 29.4% in Q2 2025
Q2 2026 Net Loss from Continuing Operations $10,610,710 compared with $4,034,003 in Q2 2025
Q2 2026 Adjusted EBITDA $961,636 improved from $(3,152,325) in Q2 2025
Guidance

For 2026, GameSquare guides to revenue of $85–$90 million, gross margin of 35–40%, and adjusted EBITDA of over $5 million on a pro forma basis including TubeBuddy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did GameSquare (GAME) perform financially in Q2 2026?

GameSquare reported Q2 2026 revenue of $18.5 million, up 137% year over year, with gross margin at 49.0%. Adjusted EBITDA was $1.0 million, its best second-quarter result, but the company still recorded a net loss from continuing operations of $10.6 million.

What were GameSquare (GAME)’s first-half 2026 results versus 2025?

For the six months ended June 30, 2026, GameSquare generated $33.0 million in revenue versus $15.2 million a year earlier. The adjusted EBITDA loss narrowed to $0.1 million from a $5.7 million loss, while net loss from continuing operations was $28.2 million versus $7.8 million.

How significant are digital assets to GameSquare (GAME)’s 2026 results?

Digital assets had a major impact, with Q2 including a $7.8 million fair value loss and the first half including a $22.4 million loss on digital assets and an ETH fund. At June 30, 2026, GameSquare held 15,080.51 ETH and $23.5 million in digital assets on its balance sheet.

What 2026 outlook has GameSquare (GAME) provided?

On a pro forma basis including TubeBuddy, GameSquare reiterated 2026 guidance for revenue of $85–$90 million, gross margin of 35%–40%, and adjusted EBITDA over $5 million. Adjusted EBITDA guidance excludes transaction costs, impairments, and other one‑time or non‑cash items.

What share repurchases has GameSquare (GAME) completed?

In Q2 2026, GameSquare repurchased 2.8 million shares for $1.2 million at about $0.43 per share, and another 1.0 million shares in July for $0.4 million. Since October 2025, it has repurchased over 8.8 million shares for nearly $4.1 million, with about $10.9 million authorization remaining.

What were GameSquare (GAME)’s key balance sheet figures at June 30, 2026?

At June 30, 2026, GameSquare reported total assets of $58.9 million and shareholders’ equity of $9.9 million. Cash was $2.1 million plus $2.4 million in restricted cash, and the company held $23.5 million in digital assets and $5.3 million in deferred revenue.
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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 10, 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 2.02. Results of Operations and Financial Condition.

 

On August 10, 2026, GameSquare Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibit listed in the following Exhibit Index is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K.

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Press Release of GameSquare Holdings, Inc., dated August 10, 2026.
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 12, 2026 By: /s/ Justin Kenna
  Name:  Justin Kenna
  Title: Chief Executive Officer, President and Director

 

 

 

 

Exhibit 99.1

 

GameSquare Holdings Reports 2026 Second Quarter Results

with Revenue up 137% YoY and Record Second Quarter Adjusted EBITDA

 

Gross margin of 49.0% in the second quarter of 2026, representing

a year-over-year increase of 19.6 percentage points

 

Net loss of $10.6 million, includes $7.8 million in changes in unrealized loss and realized loss on digital assets and investments in ETH fund

 

Adjusted EBITDA of $1.0 million for the second quarter, driven by higher sales, strong gross margin expansion, and improved operating leverage

 

August 10, 2026, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), today announced financial results for the three- and six-months ended June 30, 2026.

 

Justin Kenna, CEO of GameSquare stated, “GameSquare delivered a strong second quarter, which was ahead of plan, with positive results accelerating meaningfully from first quarter and year-over-year levels. Revenue increased 137% year-over-year to $18.5 million, gross margin expanded by nearly 20 percentage points to 49.0%, and adjusted EBITDA improved to a second quarter record of $1.0 million. These results reflect strong execution, underlying organic growth across our core businesses, the positive contribution from the recent Click and TubeBuddy acquisitions, and increasing operating leverage of our platform as our business scales.”

 

Kenna added, “Revenue growth is being supported by strong bookings across GameSquare Experiences, expanding creator relationships and deeper engagements with global partners. Recent examples include the renewal and expansion of our relationship with Riot Games and Stream Hatchet’s selection for a second consecutive year as a data and insights provider for the Esports World Cup, which demonstrate the value of our differentiated data, analytics and creator-intelligence capabilities. Our partnership with the U.S. Army and FaZe Esports’ partnership with CORSAIR further demonstrate the breadth of our platform and our ability to connect leading brands and organizations with highly engaged gaming and esports audiences.”

 

“Expanding our access to premium IP is an increasingly important component of GameSquare’s strategy, strengthening the value and differentiation of our end-to-end commercial platform. We are pleased with the recent additions of World of Dance, the Esports Awards and The Mobies to our growing portfolio of commercial IP opportunities. Equally important, we continue to expand the scale and reach of our creator business. During the second quarter, Justin Miclat was appointed Chief Growth Officer of Click, and we added Steak, the second-largest Roblox creator, and SypherPK, one of the world’s largest Fortnite creators, to our talent roster. As a result, Click’s creator network now reaches more than 60 million followers across major social platforms,” Kenna continued.

 

“Our strong year-to-date performance demonstrates the progress we are making and reinforces our confidence in GameSquare’s operating model and growth strategy. As our recent acquisitions successfully integrate, we are building a stronger and more comprehensive platform that enables GameSquare to provide a broader range of services to both new and existing customers. With revenue growth accelerating, gross margins expanding and adjusted EBITDA turning positive, we believe we have established meaningful momentum and are well positioned to deliver a strong second half of 2026,” Kenna concluded.

 

Reported results for the three months ended June 30, 2026, compared to June 30, 2025 (unaudited)

 

Revenue of $18.5 million, compared to $7.8 million
Gross profit of $9.0 million, compared to $2.3 million
Gross margin of 49.0%, compared to 29.4%
Net loss from continuing operations of $10.6 million (see following bullet), compared to $4.0 million.
The $10.6 million net loss in the second quarter of 2026 included a $7.8 million change in fair value loss on digital assets, $1.4 million change in fair value of contingent consideration, $0.7 million change in fair value of warrant liability and $0.6 million of one-time transaction costs related to M&A and other non-operating legal costs.
Positive adjusted EBITDA of $1.0 million, compared to an adjusted EBITDA loss of $3.2 million
Adjusted EBITDA was 5.2% of revenue, versus -40.5% of revenue

 

 

 

 

Reported results for the six months ended June 30, 2026, compared to June 30, 2025 (unaudited)

 

Revenue of $33.0 million, compared to $15.2 million
Gross profit of $14.7 million, compared to $5.4 million
Net loss from continuing operations of $28.2 million (see following bullet), compared to a net loss of $7.8 million
The $28.2 million net loss from continuing operations for the six months of 2026 included a $22.4 million change in fair value loss on digital assets, $1.4 million change in fair value of contingent consideration, and $1.6 million of one-time transaction costs related to the TubeBuddy acquisition, M&A and other non-operating costs.
Adjusted EBITDA loss of $0.1 million, compared to a loss of $5.7 million
Adjusted EBITDA loss was -0.4% of revenue, versus -37.7% of revenue last year

 

Proforma* results for the six months ended June 30, 2026 (unaudited)

 

Revenue of $34.3 million
Gross profit of $15.9 million
Gross margin of 46.3%
Adjusted EBITDA of $0.3 million, or 0.9% of proforma revenue

 

* Proforma financial results include TubeBuddy for the 2026 six months. All financial information and proforma is unaudited.

 

The financial information contained in this release reflects preliminary, unaudited results for the quarter ended June 30, 2026. These preliminary results have been prepared by management and are subject to the completion of customary quarter-end accounting procedures and the completion of the review of the Company’s interim financial statements by its independent registered public accounting firm. As a result, the financial information presented herein may change and the Company’s actual results and financial condition as reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 may differ from the information presented in this release.

 

Stock Repurchases

 

During the second quarter, GameSquare repurchased 2.8 million shares of its common stock for $1.2 million, representing an average price of approximately $0.43 per share. In July 2026, GameSquare repurchased an additional 1.0 million shares of its common stock for $0.4 million, representing an average price of approximately $0.38 per share.

 

As of August 7, 2026, GameSquare has repurchased over 8.8 million shares of its common stock for nearly $4.1 million, representing an average price of approximately $0.46 since the Company’s repurchase program started in October 2025. The Company has approximately $10.9 million remaining under its current authorization.

 

 

 

 

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.

 

Balance Sheet Highlights at June 30, 2026:

 

Ethereum (“ETH”) Assets1: The Company held 15,080.51 ETH
Deferred revenue: Increased 35.0% from December 31, 2025, reflecting the Company’s technology and SaaS revenue growth.
Cash and cash equivalents: The Company had $25.9 million in ETH, Altcoin investments, and cash, or $0.25 per share as of June 30, 2026. Cash at June 30, 2026, was $2.1 million, with an additional $2.4 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: August 10, 2026

Time: 5:00 pm ET

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=HC4SUncR

 

Investor Relations

Andrew Berger

Phone: (216) 464-6400

Email: ir@gamesquare.com

 

Media Relations

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 Private Securities Litigation Reform Act of 1995. 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. Additional information regarding risks and uncertainties that could affect the Company is included in the Company’s filings with the U.S. Securities and Exchange Commission, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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

(Unaudited)

 

   June 30,
2026
   December 31,
2025
 
Assets          
Cash  $2,101,751   $4,604,781 
Restricted cash   2,361,254    1,769,552 
Accounts receivable, net   11,322,606    8,733,159 
Digital assets   23,454,063    5,987,720 
Government remittances   284,081    343,488 
Prepaid expenses and other current assets   936,001    771,902 
Total current assets   40,459,756    22,210,602 
Investments   137,023    383,503 
Investment in ETH fund   377,438    41,374,063 
Promissory note receivable, non-current   549,000    549,000 
Property and equipment, net   106,456    114,054 
Goodwill   8,619,295    5,912,230 
Intangible assets, definite lived, net   7,451,752    5,414,452 
Intangible assets, indefinite lived   -    1,945,962 
Right-of-use assets   1,187,597    1,398,515 
Total assets  $58,888,317   $79,302,381 
Liabilities and Shareholders’ Equity          
Accounts payable  $20,795,772   $21,929,984 
Accrued expenses and other current liabilities   4,818,818    6,788,876 
Players liability account   47,535    47,535 
Deferred revenue   5,334,418    3,952,295 
Current portion of operating lease liability   458,186    441,485 
Promissory notes payable, current   12,100,000    2,000,000 
Warrant liability   376    1,626,832 
Contingent purchase consideration, current   1,433,000    - 
Deferred purchase consideration   -    3,996,548 
Arbitration reserve   -    93,041 
Total current liabilities   44,988,105    40,876,596 
Contingent purchase consideration, non-current   2,279,224    807,000 
Deferred tax liability   810,704    810,704 
Operating lease liability   925,361    1,154,341 
Total liabilities   49,003,394    43,648,641 
Commitments and contingencies (Note 17)          
Series A-1 convertible preferred stock ($0.0001 par value, 50,000,000 authorized, 0 and 3,433 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)   -    3,924,296 
Common stock ($0.0001 par value, 500,000,000 shares authorized, 102,371,390 and 98,066,751 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)   10,237    9,807 
Additional paid-in capital   201,264,994    195,158,882 
Treasury stock   (205,628)   (580,715)
Accumulated other comprehensive loss   (558,330)   (586,991)
Non-controlling interest   -    - 
Accumulated deficit   (190,626,350)   (162,271,539)
Total shareholders’ equity   9,884,923    35,653,740 
Total liabilities and shareholders’ equity  $58,888,317   $79,302,381 

 

 

 

 

GameSquare Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Quarterly information unaudited)

 

   Three months ended June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
Revenue  $18,475,300   $7,788,519   $33,010,922   $15,227,643 
Cost of revenue   9,425,530    5,497,023    18,356,970    9,778,222 
Gross profit   9,049,770    2,291,496    14,653,952    5,449,421 
Operating expenses:                    
General and administrative   5,194,140    3,565,333    9,633,787    7,272,958 
Selling and marketing   2,422,819    1,416,813    4,565,833    2,752,574 
Research and development   682,531    671,614    1,293,333    1,325,667 
Depreciation and amortization   536,648    252,174    966,898    456,305 
Contract exit costs   9,477    103,507    160,332    720,720 
Other operating expenses   1,915,142    547,188    3,086,839    1,292,565 
Total operating expenses   10,760,757    6,556,629    19,707,022    13,820,789 
Loss from continuing operations   (1,710,987)   (4,265,133)   (5,053,070)   (8,371,368)
Other income (expense), net:                    
Interest income (expense)   (279,492)   116,316    (608,593)   142,902 
Change in fair value of convertible debt carried at fair value   -    (5,561)   -    327,916 
Change in fair value of warrant liability   (726,189)   (17,731)   (66,806)   (12,384)
Arbitration settlement reserve   (39,634)   (66,217)   (11,842)   (10,634)
Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund   (7,828,414)   -    (22,420,563)   - 
Yield on digital assets   (119,987)   -    (151,888)   - 
Other income (expense), net   177,043    204,323    174,450    130,859 
Total other income (expense), net   (8,816,673)   231,130    (23,085,242)   578,659 
Loss from continuing operations before income taxes   (10,527,660)   (4,034,003)   (28,138,312)   (7,792,709)
Income tax expense   (83,050)   -    (83,050)   - 
Net income (loss) from continuing operations   (10,610,710)   (4,034,003)   (28,221,362)   (7,792,709)
Net income (loss) from discontinued operations   (39,129)   1,015,657    (133,449)   (2,399,373)
Net loss   (10,649,839)   (3,018,346)   (28,354,811)   (10,192,082)
Net loss attributable to non-controlling interest   -    -    -    2,018,132 
Net loss attributable to GameSquare Holdings, Inc.  $(10,649,839)  $(3,018,346)  $(28,354,811)  $(8,173,950)
                     
Comprehensive loss, net of tax:                    
Net loss  $(10,649,839)  $(3,018,346)  $(28,354,811)  $(10,192,082)
Change in foreign currency translation adjustment   699    (547,983)   28,661    (385,457)
Comprehensive loss   (10,649,140)   (3,566,329)   (28,326,150)   (10,577,539)
Comprehensive loss attributable to non-controlling interest   -    -    -    2,018,132 
Comprehensive loss  $(10,649,140)  $(3,566,329)  $(28,326,150)  $(8,559,407)
                     
Income (loss) per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution:                    
From continuing operations  $(0.11)  $(0.10)  $(0.29)  $(0.21)
From discontinued operations   (0.00)   0.03    (0.00)   (0.01)
Loss per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution  $(0.11)  $(0.08)  $(0.30)  $(0.22)
Weighted average common shares outstanding - basic and diluted   94,909,415    38,968,089    96,115,061    37,850,112 

 

 

 

 

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 June 30,   Six months ended June 30, 
   2026   2025   2026   2025 
Net loss  $(10,649,839)  $(3,018,346)  $(28,354,811)  $(10,192,082)
Interest (income) expense, net   279,492    (116,316)   608,593    (142,902)
Income tax expense   83,050    -    83,050    - 
Amortization and depreciation   536,648    252,174    966,898    456,305 
Share-based payments   331,855    5,616    859,541    34,614 
Realized and change in unrealized (gain) loss on digital assets and investment in ETH fund   7,828,414    -    22,420,563    - 
Transaction costs   551,985    547,188    1,642,830    1,292,565 
Legal settlement   4,450    -    4,450    - 
Arbitration settlement reserve   39,634    66,217    11,842    10,634 
Contract exit costs   9,477    103,507    160,332    720,720 
Gain on shares issued for AP settlement   (177,555)   -    (177,555)   - 
Change in fair value of contingent purchase consideration   1,358,707    -    1,439,559    - 
Change in fair value of warrant liability   726,189    17,731    66,806    12,384 
Change in fair value of convertible debt carried at fair value   -    5,561    -    (327,916)
Loss (gain) on disposition of subsidiary   -    (3,020,335)   -    (2,721,953)
Loss from discontinued operations   39,129    2,004,678    133,449    5,121,326 
Adjusted EBITDA  $961,636   $(3,152,325)  $(134,453)  $(5,736,305)

 

 

 

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