false
--12-31
0001714562
0001714562
2026-06-18
2026-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 18, 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
1.01 Entry into a Material Definitive Agreement.
On
June 18, 2026, GameSquare Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with GameSquare Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub 3”).
At
the Company’s 2026 Annual Meeting of Stockholders held on June 18, 2026 (the “Annual Meeting”), the Company’s
stockholders approved and adopted the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub
with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation.
Also
on June 18, 2026 (the “Effective Time”), upon the satisfaction or waiver of the remaining closing conditions under the Merger
Agreement, the Company completed the Merger.
At
and after the Effective Time of the Merger, each share of the Company’s common stock issued and outstanding immediately before
the Effective Time remains an issued and outstanding share of common stock of the Company. Each share of common stock of Merger Sub 3
issued and outstanding immediately before the Effective Time of the Merger is automatically cancelled and retired for no consideration
and ceases to exist.
Also
at the Effective Time of the Merger, each outstanding share of Series A-1 Preferred Stock, including any fraction of a share, held by
stockholders automatically converted into 1,000 fully paid and non-assessable shares of common stock of the Company, including any fraction
of a share, pursuant to the terms of the Certificate of Designation of Series A-1 Convertible Preferred Stock. Each outstanding share
of Series A-2 Preferred Stock, including any fraction of a share, held by stockholders automatically converted into one fully paid and
non-assessable share of common stock of the Company, including any fraction of a share, pursuant to the terms of the Certificate of Designation
of Series A-2 Convertible Preferred Stock.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 and Item 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Upon
completion of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as set forth
in the First Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference (the “First Amended and Restated Certificate of Incorporation”). The Company’s
bylaws will remain the bylaws of the surviving corporation.
The
First Amended and Restated Certificate of Incorporation amends and restates the Company’s prior certificate of incorporation to,
among other things: (i) eliminate the supermajority voting requirements for amendments to specified charter provisions; (ii) increase
the number of authorized shares of the Company’s common stock from 100,000,000 shares to 500,000,000 shares; (iii) declassify the
board of directors beginning with the 2027 Annual Meeting of Stockholders; (iv) change the removal standard for directors elected after
the board of directors is declassified, such that directors may be removed with or without cause; and (v) make other governance-related,
non-material changes.
The
foregoing description of the First Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified
in its entirety by reference to the full text of the First Amended and Restated Certificate of Incorporation, a copy of which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 18, 2026, the Company held the Annual Meeting. The following is a brief description of the matters voted upon at the Annual 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.
As
of the close of business on April 23, 2026, the record date for the Annual Meeting, there were 93,470,215 shares of common stock outstanding
and entitled to vote at the Annual Meeting, and the holders of our Series A-2 Preferred Stock have voting power equivalent to 19,300,000
shares of common stock. A total of 68,844,853 votes were represented in person or by proxy at the Annual Meeting, representing
approximately 61.05% of the votes outstanding and entitled to vote at the Annual Meeting.
Only
the two Class II director nominees were up for reelection and both were elected at the Annual Meeting. Each of the remaining matters
submitted to a vote of the Company’s stockholders received the requisite votes for approval. The proposals are described in detail
in the Company’s Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”)
on April 27, 2026, as supplemented from time to time (the “Proxy Statement”), which is incorporated herein by reference.
For
additional information on these proposals, please see the Proxy Statement. The final voting results for each of the proposals submitted
to a vote of the stockholders at the Annual Meeting are set forth below:
Proposal
1 – Election of Class II Members to Board of Directors
| Nominee | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
| Justin Kenna | |
57,745,275 | |
580,414 | |
2,612,952 |
| | |
| |
| |
|
| Stuart Porter | |
57,986,037 | |
310,140 | |
2,612,952 |
Proposal
2 – Ratification of the appointment of Kreston GTA as the Company’s independent registered public accounting firm to audit
the Company’s financial statements for the fiscal year ending December 31, 2026
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 66,478,785 |
|
1,355,712 |
|
1,009,090 |
|
1 |
Proposal
3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 60,567,323 |
|
5,069,123 |
|
594,190 |
|
2,612,952 |
Proposal
4 – Approval of a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate
of Incorporation to, among other things, eliminate supermajority voting requirements to amend the Certificate of Incorporation, increase
the number of authorized shares, declassify the Board of Directors, and implement other non-material specified changes
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 60,160,608 |
|
5,738,056 |
|
331,972 |
|
2,612,952 |
Item
7.01 Regulation FD Disclosure.
On
June 22, 2026,
the Company issued a press release announcing the results of the Annual Meeting. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.
The
information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement
or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference to such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated June 18, 2026, by and between GameSquare Holdings, Inc. and GameSquare Merger Sub 3, Inc. |
| 3.1 |
|
First Amended and Restated Certificate of Incorporation of GameSquare Holdings, Inc., effective June 18, 2026. |
| 99.1 |
|
Press
Release of the Company, dated June 22, 2026. |
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline XBRL. |
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.
Dated:
June 22, 2026
| |
GAMESQUARE
HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer, President and Director |
Exhibit 99.1
GameSquare
Stockholders Approve All Proposals at 2026 Annual Stockholder Meeting
FRISCO,
TX / ACCESS Newswire / June 22, 2026 / GameSquare Holdings, Inc. (NASDAQ:GAME) (“GameSquare” or the “Company”)
today announced that at its 2026 Annual Meeting of Stockholders held on June 18, 2026, the Company’s stockholders voted to:
| ● | Elect
two Class II members to our Board of Directors; |
| | | |
| ● | Ratify
the appointment of Kreston GTA as its independent registered public accounting firm; |
| | | |
| ● | Approve,
by a non-binding advisory vote, the compensation of our named executive officers; and, |
| | | |
| ● | Approve
a merger agreement with a wholly owned subsidiary of the Company for the purpose of restating
the Company’s Certificate of Incorporation. |
“I
want to thank all the stockholders who voted at our Annual Meeting of Stockholders,” said Justin Kenna, CEO of GameSquare. “With
all proposals passing, our stockholders have enabled a streamlined corporate structure capable of faster decision-making, validated our
vision, and ensured we have the flexibility to pursue our strategic growth plan. We have a committed team, strong client relationships,
an expanding set of capabilities and growing confidence in our ability to deliver on our objectives in 2026 and beyond.”
The
official voting results for each proposal voted on by stockholders are being filed with the Securities and Exchange Commission and are
available at www.sec.gov.
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.
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. In this news release, forward-looking
statements relate, among other things, to: 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 and the Company continuing to attract qualified personnel to support its development requirements. 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 which are discussed in the Company’s most recent MD&A. 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
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
