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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 1, 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(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
7.01. Regulation FD Disclosure
Repurchase
Program
On
August 4, 2025, GameSquare Holdings, Inc. (“GameSquare or the “Company”) issued a press release announcing the
authorization of a share repurchase program, as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of
the press release is furnished hereto as Exhibit 99.1.
Investor
Relations Presentation
On
August 4, 2025, GameSquare began utilizing a new investor relations presentation (the “Presentation”), which provides
a performance summary of the Company for interested parties. A copy of the Presentation is furnished hereto as Exhibit 99.2.
Item
8.01. Other Events
On
August 1, 2025, the Board of Directors (the “Board”) of the Company authorized a share repurchase program pursuant to which
the Company may purchase shares of common stock, par value $0.0001 per share (the “Common Stock”) up to $5,000,000 worth
of Common Stock. Under the repurchase program, GameSquare may purchase shares of its Common Stock on a discretionary basis from time
to time through open market repurchases, in privately negotiated transactions, or other means, including through Rule 10b5-1 trading
plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including,
among other factors, stock price, trading volume, market conditions and other general business considerations. The repurchase program
has no expiration date and may be modified, suspended, or terminated at any time. Repurchases under this program will be funded from
the Company’s surplus cash and cash equivalents or future cash flow generated by its Ethereum yield strategy.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Share
Repurchase Program Press Release issued by GameSquare Holdings, Inc., dated August 4, 2025. |
| 99.2 |
|
Investor
Relations Presentation issued by GameSquare Holdings, Inc., dated August 4, 2025. |
| 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 4, 2025 |
By: |
/s/ Justin
Kenna |
| |
Name: |
Justin Kenna |
| |
Title: |
Chief Executive Officer and Director |
