false
0001714562
0001714562
2026-10-22
2026-10-22
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): October 22, 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
2.01. Completion of Acquisition or Disposition of Assets.
As
previously disclosed, on September 8, 2026, GameSquare Holdings, Inc., a Delaware corporation (the “Company” or “Parent”),
GameSquare IP Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), FanEngine Holdings
Ltd., a private limited company organized under the laws of England and Wales (“Seller”), the Seller Securityholders party
thereto (the “Seller Securityholders”), and Jesper Schertiger, solely in his capacity as representative of the Seller Securityholders,
entered into a Contribution Agreement (the “Contribution Agreement”), pursuant to which the Seller agreed to contribute,
assign, transfer, convey and deliver to Buyer, and Buyer agreed to acquire from Seller, certain assets from the Seller (the “Purchased
Assets”) in exchange for the issuance of shares of the Company’s common stock, par value $0.0001 (the “Common Stock”),
to the Seller Securityholders. On October 26, 2026, the parties to the Contribution Agreement consummated the transactions contemplated
thereby (the “Closing”).
The
Purchased Assets included, among other things, assigned contracts, specified intellectual property assets and licensed intellectual property,
certain books and records, rights under warranties and indemnities relating to the Purchased Assets, specified claims and causes of action,
and the goodwill and going-concern value associated with the Purchased Assets. The Buyer assumed only the liabilities expressly identified
in the Contribution Agreement (the “Assumed Liabilities”), including (i) trade accounts payable to third parties that remain
unpaid and are not delinquent as of the Closing, arose in the ordinary course of business consistent with past practice, and do not exceed
$25,000 in the aggregate as of the Closing, and (ii) specified obligations under assigned contracts that are required to be performed
after the Closing and do not relate to a pre-Closing breach, default or violation by Seller. Seller will retain all other liabilities,
subject to the terms of the Contribution Agreement.
As
consideration for the Purchased Assets, at the Closing, the Company issued an aggregate of 5,439,416 shares of Common Stock (the “Issued
Shares”) directly to the Seller Securityholders, which represents 30% of the total issued and outstanding shares of Common Stock
as of immediately following the Closing (and giving effect to the issuance of the Issued Shares).
In
addition, the Seller Securityholders are eligible to receive additional contingent stock consideration consisting of up to an aggregate
of 1,410,218 shares of Common Stock, which represents 10% of the total issued and outstanding shares of the Company’s common stock
as of the Closing, after giving effect to the applicable issuance (the “Earnout Shares”). The Earnout Shares may be earned
in two tranches. The first tranche, equal to an aggregate of 705,109 shares of Common Stock, may be earned following Closing if the Purchased
Assets generate either (i) at least one month of recognized revenue in excess of $3 million during the six-month period immediately following
Closing or (ii) annualized recognized revenue of at least $30 million calculated based on such six-month period. The second tranche,
equal to an additional 705,109 shares of Common Stock, may be earned following Closing if the Purchased Assets generate either (i) at
least one month of recognized revenue in excess of $6 million during the period beginning six months after Closing and ending eighteen
months after Closing or (ii) annualized recognized revenue of at least $60 million during such period. The Seller Securityholders will
also be eligible to receive contingent cash consideration of up to $50 million in the aggregate (the “Cash Earnout Amount”),
as follows: (i) with respect to the earnout period ending December 31, 2027, the Seller Securityholders may receive $0.50 for every $1.00
of Earnout Net Income in excess of $8 million, up to a maximum payment of $25 million; and (ii) with respect to the earnout period ending
December 31, 2028, the Seller Securityholders may receive $0.50 for every $1.00 of Earnout Net Income in excess of $25 million, up to
an additional maximum payment of $25 million.
The
foregoing summary of the Contribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to our Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2026, and which is incorporated herein
by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 2.01 of this Current Report on Form 8-K regarding the Issued Shares and the Earnout Shares is incorporated
by reference into this Item 3.02.
The
issuance of the Issued Shares and any Earnout Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D and Regulation S promulgated thereunder. The securities
issued pursuant to the Contribution Agreement will not be registered under the Securities Act and may not be offered or sold absent registration
or an applicable exemption from registration requirements.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Directors
In
accordance with the Contribution Agreement, the Board of Directors (the “Board”) of the Company approved an increase in the
size of the Board from six directors to eight directors and appointed Marco Baccanello and Benjamin Hugo to serve as members of the Board,
effective as of the Closing. Messrs. Baccanello and Hugo were each nominated to serve on the Board by the respective Designating Holder
(as defined in the Contribution Agreement) designated by the applicable Seller Securityholders pursuant to the Contribution Agreement.
As set forth in the Contribution Agreement, each Designating Holder shall have the right to designate one individual to be appointed
to the Board for so long as such Designating Holder owns 5% or more of the outstanding Common Stock. Each of Messrs. Baccanello and Hugo
shall serve on the Board until the Company’s 2027 annual meeting of stockholders or until his earlier death, resignation, removal,
or until such time that the applicable Designating Holder no longer has the right to designate such director pursuant to the terms and
conditions of the Contribution Agreement. The Board has not yet determined the committees of the Board to which Messrs. Baccanello and
Hugo will be appointed.
In
connection with their respective elections to the Board, the Company and each of Messrs. Baccanello and Hugo entered into the Company’s
standard form of indemnification agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Each
of Messrs. Baccanello and Hugo is a Seller Securityholder under the Contribution Agreement. As a result, at the Closing the Company issued
Messrs. Baccanello and Hugo 843,109 and
924,701 shares
of Common Stock, respectively, in accordance with the Contribution Agreement. Pursuant to the Contribution Agreement, Messrs. Baccanello
and Hugo may receive up to an additional 218,584 and 239,737 shares of Common Stock, respectively, upon the achievement of certain earnout
milestones. Messrs. Baccanello and Hugo may also receive Cash Earnout Amounts of up to $7.75 million and $8.5 million, respectively,
upon the achievement of certain milestones as set forth in the Contribution Agreement. Anonymous Labs Ltd. (“Anonymous Labs”),
in which Mr. Hugo holds an equity interest, is also Seller
Securityholder under the Contribution Agreement. In connection with the Closing, the Company issued 1,087,883 shares of Common Stock
to Anonymous Labs. Anonymous Labs may also receive (i) up to an additional 282,044 shares of Common Stock upon the achievement of certain
earnout milestones, and (ii) Cash Earnout Amounts of up to $10.0 million upon the achievement of certain milestones, in each case as
set forth in the Contribution Agreement. Other than as described above, neither of Messrs. Baccanello nor Hugo has a direct or indirect
material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There
are no family relationships between either of Messrs. Baccanello or Hugo and any director or executive officer of the Company.
2026
Stock Incentive Plan
As
described in Item 5.07 below, on October 22, 2026, at the Company’s Special Meeting of Stockholders (the “Special Meeting”),
the Company’s stockholders approved the GameSquare Holdings, Inc. 2026 Stock Incentive Plan (the “2026 Plan”), which
replaces the GameSquare Holdings, Inc. 2024 Stock Incentive Plan, as amended. The 2026 Plan was previously approved, subject to stockholder
approval, by the Board. The 2026 Plan became effective immediately upon stockholder approval at the Special Meeting.
A
summary of the material terms of the 2026 Plan is included in Proposal 2 of the Company’s Definitive Proxy Statement on Schedule
14A filed by the Company with the SEC on October 2, 2026 (the “Proxy Statement”), which summary is incorporated herein by
reference. The descriptions of the 2026 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.3 to this
Current Report on Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
October 22, 2026, the Company held 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 Proxy Statement.
As
of September 21, 2026, the record date for the Special Meeting, there were 12,785,891 shares of Common Stock outstanding and entitled
to vote at the Special Meeting. A total of 5,581,594 shares of Common Stock, or approximately 43.65%
of the shares entitled to vote at the Special Meeting, were present in person or represented by proxy at the Special Meeting, constituting
a quorum.
Proposal
No. 1 – Issuance Proposal
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock
issuable pursuant to that certain Contribution Agreement, dated as of September 8, 2026, by and among the Company, GameSquare IP Holdings,
Inc., FanEngine Holdings Ltd., the Seller Securityholders party thereto and Jesper Schertiger, solely in his capacity as representative
of the Seller Securityholders, including shares issuable pursuant to the earnout provisions thereunder, in an amount in excess of 20%
of the Common Stock outstanding immediately prior to the closing of the transactions contemplated by the Contribution Agreement. The
final voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,680,673 |
|
896,967 |
|
3,950 |
|
4 |
Proposal
No. 2 – Incentive Plan Proposal
The
Company’s stockholders approved the 2026 Plan. The
final voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,023,159 |
|
1,489,495 |
|
68,939 |
|
1 |
Proposal
No. 3 – Adjournment Proposal
The
Company’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.
The final voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,373,341 |
|
1,179,360 |
|
28,892 |
|
1 |
Item
7.01. Regulation FD Disclosure.
On
October 26, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
Contribution Agreement, dated as of September 8, 2026, by and among GameSquare Holdings, Inc., GameSquare IP Holdings, Inc., FanEngine Holdings Ltd., the Seller Securityholders party thereto, and Jesper Schertiger, solely in his capacity as representative of the Seller Securityholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2026) |
| 10.2 |
|
Form of Indemnification Agreement |
| 10.3 |
|
GameSquare Holdings, Inc. 2026 Stock Incentive Plan |
| 99.1 |
|
Press Release, dated October 26, 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. |
| |
(Registrant) |
| |
|
|
| Date: October 26, 2026 |
By: |
/s/ Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief Executive Officer, President and Director |
Exhibit
99.1
GameSquare
Closes FanEngine Transaction
FanEngine
adds IP assets that build valuable, direct relationships with fans across global sports, music and entertainment franchises
Peaky
Blinders, a globally recognized entertainment brand, is expected to launch in the fourth quarter of 2026
GameSquare
reiterates 2027 guidance
FRISCO,
TEXAS / October 26, 2026 – GameSquare Holdings, Inc. (Nasdaq: GAME) (“GameSquare” or the “Company) today announced
that it has completed the acquisition (the “Transaction”) of sports, music and entertainment IP assets from FanEngine Holdings
Ltd. (“FanEngine”) as contemplated by the previously announced contribution agreement. The Transaction closed following approval
by GameSquare stockholders at the special meeting held on October 22, 2026.
With
the Transaction closed, GameSquare moves from reaching fans on behalf of others to owning and monetizing fan relationships directly.
The Company’s data, creator, agency and media businesses now sit alongside FanEngine’s rights to globally recognized franchises and its
platform for turning audiences into known, first-party fan communities.
GameSquare
expects the transaction to:
| |
● |
Deliver
a step change in scale and profitability. For 2027, GameSquare expects revenue of over $150 million, gross margin
above 50% and adjusted EBITDA of more than $30 million. |
| |
● |
Leverage
existing infrastructure to drive operating efficiencies. FanEngine is expected to require limited incremental overhead and operating
expenses, allowing GameSquare to leverage its existing infrastructure and capabilities to convert incremental gross profit dollars
into higher adjusted EBITDA and operating profitability. |
| |
● |
Contribute
immediately to fourth quarter 2026 results. FanEngine is expected to be immediately accretive to adjusted EBITDA. The Company
expects FanEngine to contribute to its 2026 proforma outlook of $85+ million in revenue and $5+ million in adjusted EBITDA. |
| |
● |
Produce
higher-quality revenue. FanEngine adds recurring, direct-to-fan revenue streams, including rewards, merchandise and commerce,
ticketing, live and in-real-life experiences, licensing and brand partnerships, alongside GameSquare’s existing services revenue. |
| |
● |
Provide
unique ownership of compelling IP economics. The portfolio includes rights and relationships tied to Peaky Blinders, Simon’s
Cat and 15 global athletes, including The Two Robbies & Friends and Ben Stokes, with a growing pipeline across entertainment
franchises, sports and music artists. |
| |
● |
Capture
margin through integration. FanEngine has relied on third parties for production, events, commerce and gamification. GameSquare
performs these functions in-house and expects to bring that spend inside the Company. |
Adjusted
EBITDA guidance excludes items such as transaction costs, impairments and other one-time expenses. A reconciliation is not provided due
to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation and the unreasonable
efforts such reconciliation would require.
“Closing
this transaction marks the start of a new chapter in GameSquare’s evolution,” said Justin Kenna, Chief Executive Officer of
GameSquare. “We have built best-in-class capabilities to measure, reach and engage audiences at scale. With the ability to own
the fan relationship and earn from it repeatedly, FanEngine adds an important piece to our ecosystem. We expect that to show up in our
results quickly, with FanEngine contributing to our 2026 proforma outlook and supporting 2027 guidance of more than $150 million in revenue
and more than $30 million in adjusted EBITDA. Our focus now is integrating the acquisition and executing new commercial opportunities
for our owned IP assets.”
“FanEngine
represents a significant opportunity to unlock the commercial value of direct relationships between IP owners, talent, creators and their
audiences,” said Ben Hugo on behalf of FanEngine. “By combining premium IP with fan identity
and monetization capabilities, we transform fragmented audience engagement into direct, data-driven fan relationships that can generate
actionable insights and recurring revenue. GameSquare’s infrastructure, commercial reach and scale position us to accelerate this
model across multiple IP properties, creating a platform for sustainable growth and long-term shareholder value.”
Use
of Non-GAAP Financial Measures
This
release includes measures that are not in accordance with U.S. generally accepted accounting principles (“GAAP”). Other than
with respect to revenue and gross margin, GameSquare only provides guidance on a non-GAAP basis. GameSquare does not provide a reconciliation
of forward-looking Adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliation. Because other deductions used to calculate projected net income (loss) vary
dramatically based on actual events, GameSquare is not able to forecast on a GAAP basis with reasonable certainty all deductions needed
in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and,
therefore, could result in projected GAAP net income (loss) being materially less than projected Adjusted EBITDA (non-GAAP).
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.
About
FanEngine
FanEngine
is a technology, media and fan-economy asset aggregator whose assets enable IP owners across sports, music and entertainment to build
direct relationships with their audiences and unlock new recurring revenue streams. Through a proprietary technology stack combining
fan identity, behavioral intelligence, AI, gaming and blockchain infrastructure, FanEngine transforms fragmented audiences into consent-based,
first-party fan communities. Its products and services span content, community, gaming, ticketing, merchandise, digital ownership, rewards
and commerce, connecting physical and digital experiences throughout the fan journey. Designed to integrate with existing brands, creators,
audiences and distribution platforms, FanEngine provides scalable infrastructure and monetization tools that deepen engagement, expand
commercial opportunities and create lasting value for IP owners, brands and their audiences.
For
more information, visit www.fanengine.tech.
Forward-Looking
Information
This
press release contains “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, that are intended to be covered by the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,”
“projects,” “believes,” “estimates,” “potential” or “continue,” or the negatives of
these terms or other comparable terminology. Forward-looking statements in this press release include, among others, statements regarding:
the anticipated impact and timing of the benefits, if any, of the Transaction; the achievement of the financial milestones and the issuance
of the related equity; the Company’s future performance, including earnings, profitability and revenue, the success of the Transaction
and integration; and the Company’s ability to execute on its current and future business plans and strategy. Forward-looking statements
are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied, including, among others: the Company’s ability to continue as a going concern;
the risk that the financial milestones are not achieved in whole or in part; dilution resulting from the issuance of equity in the transaction;
the Company’s ability to integrate the Transaction; the Company’s ability to achieve its objectives, successfully execute its growth
strategy, 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; general business, economic, competitive, political and social uncertainties;
and the other risks and uncertainties described under “Risk Factors” in the Company’s filings with the Securities and Exchange
Commission, available at www.sec.gov. Forward-looking statements speak only as of the date of this press release. Except as may be required
by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. You should not place undue reliance on any forward-looking statement.
Contacts
GameSquare
Investor Relations
Andrew
Berger
Phone:
(216) 464-6400
Email:
ir@gamesquare.com
GameSquare
Media Relations
Email:
pr@gamesquare.com
FanEngine
Investor Relations
Marco
Baccanello
Phone:
+44 7703 724179
Email:
marco@fanengine.tech
