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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): February 20, 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.
Asset
Purchase Agreement and Preferred Stock Issuance
On
February 20, 2026, GameSquare Holdings, Inc. (the “Company” or “Parent”), TubeBuddy, Inc., a Delaware
corporation and indirect wholly-owned subsidiary of the Company (“Buyer”), Ben Group, Inc., a Nevada corporation (“Ben
Group”), and TubeBuddy, LLC, a California limited liability company (“TB LLC”, and together with Ben Group, “Seller”),
entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which the Seller has agreed to sell
to Buyer and Buyer has agreed to purchase from Seller substantially all the assets, and certain specified liabilities, of the Seller
relating to software which utilizes search engine optimization, bulk processing, workflow, and other tools for social media and content
creation (the “Transaction”). As consideration for the Transaction, the Company issued to Seller 5,000,000 shares
of newly designated Series A-2 Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series A-2 Preferred
Stock”).
Pursuant
to the Asset Purchase Agreement, the Company agreed to file a preliminary proxy statement with the Securities and Exchange Commission
(the “SEC”) on or prior to April 30, 2026 and to hold a related meeting of stockholders for the purposes of obtaining the
approval (the “Shareholder Approval”) of the holders of the Company’s capital stock to authorize a sufficient
number of additional shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), to allow
for the conversion of the Series A-2 Preferred Stock into Common Stock in accordance with, and pursuant to the terms and conditions set
forth in, the Certificate of Designation (as defined below). The Company agreed to hold a meeting of stockholders to seek the
Shareholder Approval no later than 120 days after the closing of the Transaction. If the Company fails to obtain the Shareholder Approval
by September 30, 2026 (the “Shareholder Approval Deadline”), the Company shall pay to Seller an aggregate amount equal
to $3,500,000 plus accrued interest, $2,350,000 (plus accrued interest) of which shall be payable within five business days
of the Shareholder Approval Deadline and $1,150,000 of which shall be payable within five business days after the 18-month anniversary
of the closing of the Transaction, as set forth in the Asset Purchase Agreement.
The
Asset Purchase Agreement also provides for deferred consideration upon the occurrence of certain events. Under the Asset Purchase Agreement,
in the event the volume weighted average per share price of the Series A-2 Preferred Stock on a one-to-one as - converted basis to
Common Stock for the 30 trading days preceding the date that is 18 months after closing of the Transaction is less than $0.70 per share,
after accounting for changes in the Series A-2 Preferred Stock (on such as - converted basis) by way of stock split, stock dividend,
combination, reclassification, or similar event, or through merger, consolidation, reorganization, recapitalization or business combination,
Seller shall be entitled to additional cash consideration (the “Deferred Cash Consideration”). Such Deferred Cash Consideration
shall be equal to (a) the product of (i) 5,000,000 multiplied by (ii) the absolute value of the dollar amount by which such calculation
in the previous sentence is less than $0.70, minus (b) any proceeds received by Seller from the sale of the Series A-2 Preferred
Stock prior to the date that is 18 months after closing (the “Deferred Cash Consideration Date”). However, no Deferred
Cash Consideration shall be owed if, prior to the Deferred Cash Consideration Date and after the Series A-2 Preferred Stock are converted
into shares of Common Stock (the “Converted Shares”), the (x) closing price of the Converted Shares is greater than $0.70
per share for ten consecutive trading days or 20 total trading days subsequent to the date such Converted Shares are no longer subject
to any trading restrictions to the holder of such shares under Rule 144 of the Securities Act of 1933, as amended (the “Securities
Act”), or (y) the Seller or its affiliates sells any of such shares prior the Deferred Cash Consideration Date for aggregate gross
proceeds in excess of $3,500,000.
The
Asset Purchase Agreement contains representations and warranties, and covenants of the Company, Buyer and Seller, and indemnification
rights of the parties after the closing of the Transaction that are customary for transactions of this type.
In
connection with the Transaction, on February 20, 2026, the Company filed the Certificate of Designation of Series A-2 Convertible
Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, which designated 5,000,000 shares
of Series A-2 Preferred Stock.
Each
share of Series A-2 Preferred Stock was issued with an initial liquidation value of $1.00 per share, subject to adjustments for stock
splits, combinations and similar transactions. Upon the receipt of the Shareholder Approval, each share of Series A-2 Preferred Stock
shall automatically convert into one share of Common Stock subject to adjustment for certain corporate events as set forth in the
Certificate of Designation.
Each
share of Series A-2 Preferred Stock is entitled to vote with the holders of the Common Stock, voting together as a single class, with
respect to any matters presented to the stockholders of the Company. Each share of Series A-2 Preferred Stock is entitled to a number
of votes equal to 3.86 shares of Common Stock (subject to standard adjustments for reverse and forward stock splits and similar
transactions), provided such number of votes shall not exceed 19.99% of the outstanding number of Common Stock as provided in the
Certificate of Designation. In connection with the Transaction, Seller agreed to vote its shares of Series A-2 Preferred Stock in favor
of authorizing an increase to the number of authorized Common Stock of the Company.
The
Series A-2 Preferred Stock ranks senior to all junior securities, including Common Stock, and ranks on parity with the Company’s
Series A-1 Preferred Stock. The Series A-2 Preferred Stock will participate equally in any dividends declared to holders
of Common Stock.
Copies
of the Asset Purchase Agreement and the Certificate of Designation are filed as Exhibits 10.1 and 3.1, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference. The descriptions of the terms of the Asset Purchase Agreement and Certificate
of Designation set forth above are qualified in their entirety by reference to such exhibits.
Registration
Rights Agreement
In
connection with the Asset Purchase Agreement, the Company and Seller entered into a registration rights agreement (the “Registration
Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the public resale
of the Common Stock issuable upon conversion of the Series A-2 Preferred Stock. Subject to certain conditions, at any time from the date
that is nine months after the date of the Asset Purchase Agreement, the holders of the Series A-2 Preferred Stock shall be entitled to
demand registration rights, pursuant to which such holders may require that the Company file a registration statement with the SEC covering
all or any portions of their Converted Shares. The Registration Rights Agreement further provides that such holders be entitled
to customary “piggyback” registration rights, subject to certain limitations as set forth in the Registration Rights
Agreement.
A
copy of the Registration Rights Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein
by reference. The description of the terms of the Registration Rights Agreement set forth above is qualified in its entirety by reference
to such exhibit.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
issuance of the Series A-2 Preferred Stock was made in a private transaction exempt from the registration requirements of the Securities
Act, in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
The Seller is an accredited investor as defined in Rule 501 under the Securities Act.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.03.
Item
7.01. Regulation FD Disclosure.
On
February 23, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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
Number |
|
Description |
| 3.1 |
|
Certificate
of Designation of Series A-2 Convertible Preferred Stock of GameSquare Holdings, Inc. |
| 10.1* |
|
Asset
Purchase Agreement, dated February 20, 2026, by and among Ben Group, Inc., TubeBuddy, LLC, TubeBuddy, Inc., and GameSquare
Holdings, Inc. |
| 10.2 |
|
Registration
Rights Agreement, dated February 20, 2026, by and among Ben Group, Inc., TubeBuddy, LLC, TubeBuddy, Inc., and GameSquare Holdings,
Inc. |
| 99.1 |
|
Press
Release dated February 23, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
| * | Certain
of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the SEC upon its request. |
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:
February 23, 2026 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer and Director |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
GameSquare
Announces Acquisition of Leading Creator Technology Platform TubeBuddy
Transaction
Strengthens GameSquare’s Position at the Center of Creator, Gaming, and Digital Media Ecosystems
GameSquare
Expects Revenue of $85-$90 Million, and Positive Adjusted EBITDA of $5+ Million in 2026
Frisco,
Texas, February 23, 2026 — GameSquare Holdings, Inc. (“GameSquare” or the “Company”) (NASDAQ: GAME),
a next-generation media, entertainment, technology and onchain treasury company, today announced that it has entered into an asset purchase
agreement with BENlabs to acquire TubeBuddy, an AI-enabled software and workflow platform for creators and brands focused on optimizing
YouTube channel performance and audience growth.
TubeBuddy
provides powerful search engine optimization, workflow, analytics, and productivity tools powered by proprietary AI, which are used by
creators and digital publishers to grow, manage, and monetize their content. The acquisition adds a scaled creator technology layer to
GameSquare’s technology platform which the Company believes will accelerate its strategy to build an integrated ecosystem spanning
content, community, data, and performance marketing.
“Global
consumer engagement and commerce are being reshaped in real time by creator platforms, performance data, and community-driven media,”
said Justin Kenna, CEO of GameSquare. “Our mission is to assemble a powerful combination of technology, media assets, and creator
tools to power this next generation ecosystem. TubeBuddy represents exactly the type of innovative, high-utility technology resource
that strengthens our platform and positions GameSquare to serve brands, creators, and audiences at scale.”
Transaction
Overview
Under
the terms of the asset purchase agreement, GameSquare will acquire the assets of the TubeBuddy business. In exchange, GameSquare issued
5 million shares of its newly designated Series A-2 Preferred Stock to BENlabs as part of the transaction.
Strategic
and Platform Benefits
The
addition of TubeBuddy enhances GameSquare’s technology stack, expands direct relationships with creators, and creates new opportunities
for data-driven brand partnerships and monetization. With the addition of TubeBuddy, GameSquare’s platform includes:
| ● | An
AI enabled software platform with proven tools embedded into creator workflows |
| ● | Anticipated
increase to recurring software and subscription revenue |
| ● | First-party
creator and channel data capabilities |
| ● | Powerful
cross-platform brand and performance marketing solutions |
| ● | Creates
new integration opportunities across GameSquare’s media, esports, and creator network |
TubeBuddy
has helped more than 10 million creators on their YouTube journeys. Its technology is designed to help creators grow faster, with reported
performance metrics including higher per-video views and stronger subscriber growth relative to competing solutions. TubeBuddy also serves
major media companies, and global publishers.
2026
Guidance
On
a proforma basis, which takes into account the Company’s plans with the TubeBuddy business, the Company is introducing the following
annual financial guidance for fiscal year 2026:
| - | Revenue
of $85 million to $90 million |
| - | Gross
margin of 35-40% |
| - | Adjusted
EBITDA of over $5 million |
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).
“The
guidance for 2026 we are introducing today reflects the success of our multi-year strategy aimed at scaling our platform and driving
sustainable operating profitability,” Kenna added. “We are seeing the benefits of our operating initiatives in our revenue
mix, margin profile, and Adjusted EBITDA trajectory. With the addition of TubeBuddy and continued operating discipline, we are entering
2026 with meaningful momentum and a strong financial foundation for continued growth and value creation.”
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 Clan
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
Information
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: the Company’s future performance, the success of the acquisition, and integration, 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 financial and business benefits of acquisitions, divestitures, and restructuring
efforts, 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 supports 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.
Investor
Relations
Andrew
Berger
Phone:
(216) 464-6400
Email:
ir@gamesquare.com
Media
Relations
Chelsey
Northern / The Untold
Phone:
(254) 855-4028
Email:
pr@gamesquare.com
