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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): March
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
(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 follow 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on September 10, 2025, GameSquare Holdings, Inc. (the “Company”) received written notice from the Listing
Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for
the then-preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00
per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). In accordance
with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided with an initial period of 180 calendar days, or until March 9, 2026,
to regain compliance with the Bid Price Rule.
On
March 10, 2026, the Company received a second notice (the “Second Notice”) from Nasdaq indicating that, while the Company
has not yet regained compliance with the Bid Price Rule, the Staff has determined that the Company is eligible for an additional 180
calendar day period, or until September 7, 2026 (the “Second Compliance Period”), to regain compliance. According to the
Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value
of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of
the Bid Price Rule, and (ii) the Company’s written notice of its intention to cure the deficiency during the Second Compliance
Period by effecting a reverse stock split, if necessary.
If
at any time during the Second Compliance Period, the closing bid price of the Company’s common stock is at least $1.00 per share
for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance. The Staff may, in
its discretion, require the Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business
days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain
long-term compliance. If the Company chooses to implement a reverse stock split, it must complete the split no later than 10 business
days prior to the expiration of the Second Compliance Period. If compliance cannot be demonstrated by September 7, 2026, the Staff will
provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal the delisting
determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance
with any of the other listing requirements.
The
Company intends to continue to monitor the closing bid price of its common stock and may, if appropriate, consider available options
to regain compliance with the Bid Price Rule.
Item
8.01 Other Events.
On
March 11, 2026, the Company issued a press release announcing its receipt of the Second Notice from Nasdaq that the Company has been
granted an additional 180-day compliance period to regain compliance with the Bid Price Rule. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking
Statements
Certain
information contained in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may in some cases
use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,”
“estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,”
“likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes
to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management
team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding the Company’s
intent to file for a hearing and our ability to regain compliance with the Nasdaq continued listing requirements. Any or all of the forward-looking
statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown
risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability
to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other listing requirement
of the Nasdaq Capital Market, including the Nasdaq Minimum Bid Price Requirement, timely file our request for a hearing, the potential
de-listing of our shares from the Nasdaq Capital Market due to our failure to comply with the Nasdaq Minimum Bid Price Requirement, and
the other risks set forth in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and
our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed
in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which
are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements
to reflect subsequent events or circumstances unless required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release of GameSquare Holdings, Inc., dated March 11, 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. |
| |
|
| Dated:
March 11, 2026 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer and Director |
Exhibit 99.1
GameSquare
Granted 180-Day Extension by Nasdaq to
Regain Compliance with Minimum Bid Price Requirement
FRISCO,
TX, March 11, 2026 — GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or “the Company”) today announced
that on March 10, 2026, it received notification from The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq approved the Company’s
request for an additional 180-calendar day extension to regain compliance with the minimum closing bid price requirement of US$1.00 per
share. The Company now has until September 7, 2026 to regain compliance, as set forth in Nasdaq Listing Rule 5810(c)(3)(A).
Nasdaq’s
extension notice has no immediate effect on the continued listing status of the Company’s common stock on the Nasdaq Capital Market
under the symbol “GAME”. If at any time during the additional 180-day extension, the bid price of the Company’s common
stock closes at, or above, $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide the Company
with a written confirmation of compliance and the matter will be closed.
Nasdaq’s
determination to grant the extension was based on: (i) GameSquare meeting the continued listing requirement for market value of publicly
held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price
requirement, and (ii) GameSquare’s written notice of its intention to cure the deficiency during the extension period by effecting
a reverse stock split, if necessary. GameSquare remains committed to full compliance with all Nasdaq listing requirements and will continue
to monitor its share price closely. The Company plans to take all necessary actions within the prescribed period to regain compliance.
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
Statements:
This
news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of the applicable securities legislation. 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. Our forward-looking statements
are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions,
and uncertainties, including our ability to regain compliance with the Nasdaq continued listing requirements. Any or all of the forward-looking
statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown
risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability
to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other listing requirement
of the Nasdaq Capital Market, including the Nasdaq Minimum Bid Price Requirement, the potential de-listing of our shares from the Nasdaq
Capital Market due to our failure to comply with the Nasdaq Minimum Bid Price Requirement, and the other risks set forth in our filings
with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For
all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of
this news release. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances
unless required by law.
GameSquare
Investor Relations
Andrew
Berger
Phone:
(216) 464-6400
Email:
ir@gamesquare.com
GameSquare
Media Relations
Chelsey
Northern / The Untold
Phone:
(254) 855-4028
Email:
pr@gamesquare.com
