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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 13, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
August 13, 2026, GameSquare Holdings, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”).
The following is a brief description of the matters voted upon at the Special Meeting, as well as the number of votes cast for or against
each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of the matters
is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the
“SEC”) on July 15, 2026 (as supplemented, the “Proxy Statement”).
As
of July 13, 2026, the record date for the Special Meeting, there were 103,043,011 shares of the Company’s Common Stock, par value
$0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of
60,377,467 shares of Common Stock, or approximately 58.59% of the eligible shares, were present in person or represented by proxy at
the Special Meeting, constituting a quorum.
Proposal
No. 1 – Reverse Stock Split Proposal
The
Company’s stockholders approved an amendment to the Company’s First Amended and Restated Certificate of Incorporation, as
amended, and to authorize the Company’s Board of Directors (the “Board”), to effect a reverse stock split of the Company’s
issued and outstanding Common Stock within a range from 1-for-2 to 1-for-8, with the exact ratio of the reverse stock split to be determined
by the Board (the “Reverse Stock Split Proposal”). The final voting results were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 49,401,476 | | |
| 10,935,417 | | |
| 40,574 | | |
| — | |
Proposal
No. 2 – Adjournment Proposal
In
connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary,
for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Reverse Stock
Split Proposal or to establish quorum for the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes
at the time of the Special Meeting to constitute a quorum and to approve the Reverse Stock Split Proposal, the Adjournment Proposal was
unnecessary, but such proposal was still submitted to the stockholders for approval at the Special Meeting. The final voting results
were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 51,113,590 | | |
| 8,984,309 | | |
| 279,565 | | |
| 3 | |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within 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 14, 2026 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer, President and Director |
