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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): October 7, 2025
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 |
|
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
8.01. Other Events.
Annual
Meeting Adjournment
On
October 7, 2025 at 12:00 p.m., Central Time, the Company convened its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute
a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned Annual Meeting will
reconvene virtually on Tuesday, November 4, 2025 at 12:00 p.m., Central Time, to vote upon the proposals set forth in the definitive
proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on September
7, 2025, as supplemented from time to time (the “Proxy Statement”). The close of business on September 5, 2025 will continue
to be the record date for the determination of stockholders of the Company entitled to vote at the reconvened Annual Meeting.
Stockholders
may vote in person at the Annual Meeting or by submitting a proxy for the Annual Meeting. Stockholders of the Company who have previously
submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action. During the period of
the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
The
Company encourages all stockholders of record as of the close of business on September 5, 2025, who have not yet voted, to do so by October
31, 2025 at 11:59 p.m., Central Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned
Annual Meeting on November 4, 2025 will be accepted. Proxies previously submitted in respect of the Annual Meeting will be voted at the
reconvened Annual Meeting unless properly revoked.
Important
Information
This
document may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened on November 4, 2025. The Company
has filed the Proxy Statement with the SEC and has furnished to its stockholders the Proxy Statement in connection with the solicitation
of proxies for the Annual Meeting. The Company advises its stockholders to read the Proxy Statement relating to the Annual Meeting because
it contains important information. Stockholders may obtain a free copy of the Proxy Statement and other documents that the Company files
with the SEC at the SEC’s website at www.sec.gov.
Participants
in the Solicitation
The
Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies
in respect of the adjourned Special Meeting. As previously disclosed, the Company has also engaged Laurel Hill Advisory Group, LLC, a
proxy solicitation firm, to assist the Company in soliciting proxies in connection with the Annual Meeting.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
GAMESQUARE
HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| Date:
October 7, 2025 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer and Director |
