GAMESQUARE HLDGS INC 8-K Filings

GameSquare Holdings, Inc. held a Special Meeting of Stockholders on August 13, 2026 to consider a reverse stock split and a potential adjournment of the meeting. As of the July 13, 2026 record date, there were 103,043,011 shares of common stock outstanding and entitled to vote, and 60,377,467 shares, or approximately 58.59%, were present in person or by proxy, constituting a quorum.

Stockholders approved an amendment authorizing the Board of Directors to implement a reverse stock split of the issued and outstanding common stock at a ratio between 1-for-2 and 1-for-8, with the exact ratio to be set by the Board. The proposal received 49,401,476 votes for, 10,935,417 against, and 40,574 abstentions. An Adjournment Proposal, which was not needed because the reverse split proposal already had sufficient support and quorum was met, was nevertheless voted on and received 51,113,590 votes for, 8,984,309 against, 279,565 abstentions, and 3 broker non-votes.

GameSquare Holdings reported strong top-line growth for the quarter and six months ended June 30, 2026, while remaining loss-making under GAAP. For the second quarter, revenue rose 137% year-over-year to $18.5 million, with gross margin improving to 49.0% from 29.4%. Gross profit reached $9.0 million, and adjusted EBITDA turned positive at $1.0 million, compared with a $3.2 million loss a year earlier, reflecting higher sales, gross margin expansion and operating leverage.

Despite those improvements, the company recorded a net loss from continuing operations of $10.6 million, largely driven by a $7.8 million fair value loss on digital assets plus changes in fair value of contingent consideration and warrant liabilities and one-time transaction and legal costs. For the first half of 2026, revenue was $33.0 million versus $15.2 million, with an adjusted EBITDA loss of $0.1 million versus a $5.7 million loss.

GameSquare is actively using capital, with 2.8 million shares repurchased in Q2 for $1.2 million and 1.0 million additional shares repurchased in July; since October 2025 it has repurchased over 8.8 million shares for nearly $4.1 million. On a pro forma basis including TubeBuddy, six‑month 2026 revenue was $34.3 million and adjusted EBITDA $0.3 million. The company reiterated 2026 guidance for revenue of $85–$90 million, gross margin of 35–40%, and adjusted EBITDA of over $5 million.

GameSquare Holdings, Inc. approved equity compensation awards for senior executives effective July 10, 2026. The chief operating officer received a discretionary bonus of 50,000 restricted stock units (RSUs) under the 2024 Stock Incentive Plan. These RSUs vested in full on the grant date and were settled the same day in 50,000 shares of common stock, separate from compensation under her employment agreement.

The board also granted new stock options to the chief executive officer and chief financial officer covering 1,045,712 and 301,249 shares of common stock, respectively. These Option Awards cover the same number of shares as previously reported option awards that were not validly issued; the new grants do not reinstate those prior awards. Each Option Award vests with 62.5% of the shares vesting on July 10, 2026 and 37.5% on the first anniversary, subject to continued service.

GameSquare Holdings, Inc. completed an internal merger with its wholly owned subsidiary on June 18, 2026, with GameSquare surviving as the continuing corporation and all existing common shares remaining outstanding. As part of the transaction, all Series A-1 Preferred Stock automatically converted into 1,000 common shares per preferred share, and all Series A-2 Preferred Stock converted into one common share per preferred share.

The company simultaneously adopted a First Amended and Restated Certificate of Incorporation, which, among other changes, increased authorized common stock from 100,000,000 to 500,000,000 shares, eliminated supermajority voting requirements for certain charter amendments, and began the process to declassify the board starting with the 2027 annual meeting so future directors may be removed with or without cause.

At the 2026 Annual Meeting, stockholders elected two Class II directors, ratified Kreston GTA as auditor for the 2026 fiscal year, approved on a non-binding basis executive compensation, and approved the merger agreement to restate the certificate of incorporation, with approximately 61.05% of eligible votes represented in person or by proxy.

GameSquare Holdings, Inc. furnished a shareholder letter updating its 2026 performance and outlook. The company expects second quarter 2026 revenue to increase over 137% to at least $18.5 million, more than 27% above first quarter 2026 revenue and over 17% above first quarter 2026 pro forma revenue.

First half 2026 pro forma revenue, including the TubeBuddy acquisition, is expected to exceed $34.3 million, an increase of at least 125% year over year. GameSquare reaffirmed full-year 2026 guidance for pro forma revenue of $85–$90 million, gross margin of 35%–40%, and adjusted EBITDA of more than $5 million.

The letter highlights momentum in creator deployment, GSX experiential campaigns, and international expansion, as well as upcoming AI-enabled tools. Management also urges shareholders to vote for proposed resolutions to support the company’s strategic and capital-raising flexibility.

GameSquare Holdings reported strong top-line growth but a much larger loss for Q1 2026. Revenue rose to $14.5 million, up 95% from Q1 2025, while gross margin slipped to 38.4% from 42.5%. The company posted a net loss of $17.7 million, compared with $7.2 million a year earlier, mainly due to a $14.6 million loss from changes in the fair value of digital assets and $1.1 million of TubeBuddy transaction costs.

Adjusted EBITDA loss improved to $1.1 million from $2.6 million, and on a proforma basis including TubeBuddy, revenue was $15.8 million with an adjusted EBITDA loss of $0.7 million. Management reaffirmed 2026 guidance for proforma revenue of $85–$90 million, gross margin of 35–40%, and adjusted EBITDA of more than $5 million.

GameSquare repurchased 2.07 million shares for $0.75 million in Q1 and has bought 7.35 million shares for $3.6 million since October 2025, leaving $11.4 million under its authorization. The company closed the TubeBuddy acquisition and added major creators expected to generate over $5 million in incremental annualized revenue. As of March 31, 2026, GameSquare held digital assets and cash totaling $35.9 million, including $2.4 million of cash and 15,502.70 ETH, highlighting meaningful exposure to digital asset price volatility.

GameSquare Holdings expanded its stock repurchase program from $5 million to $15 million, signaling confidence in its business and balance sheet. As of March 31, 2026, it had bought back 5.06 million shares for $2.5 million, an average price of about $0.49.

The company estimates that fully using the remaining authorization could retire roughly 40% of current common shares outstanding. The Board also amended the bylaws to lower the stockholder meeting quorum from a majority to one-third of eligible votes and set the 2026 annual meeting for June 18, 2026, with a record date of April 23, 2026.

GameSquare Holdings reported strong growth and its first positive adjusted EBITDA in the fourth quarter of 2025. Revenue for the quarter rose 142% year-over-year to $18.5 million, while gross margin expanded to 45.9%. Despite this, the company recorded a net loss from continuing operations of $28.2 million, driven largely by a $20.3 million loss on digital assets and a $12.1 million impairment expense, partly offset by a $7.4 million warrant liability gain.

Adjusted EBITDA turned positive at $1.7 million, or 9.4% of revenue, compared with a $3.1 million loss a year earlier. For full-year 2025, revenue increased to $45.0 million and the adjusted EBITDA loss narrowed to $4.6 million. On a proforma basis including TubeBuddy and Click, 2025 revenue would have been $66.6 million with an almost break-even adjusted EBITDA loss of $0.4 million.

The company repurchased 2.99 million shares for $1.7 million in the fourth quarter and 5.06 million shares for $2.5 million since October 2025. It acquired TubeBuddy in February 2026 to deepen its creator-focused software and data capabilities. GameSquare is reiterating 2026 guidance of $85–$90 million in revenue, 35%–40% gross margin, and over $5 million in adjusted EBITDA. At December 31, 2025, it held $52.0 million in digital assets, yield strategy interests and cash, equal to $0.53 per share.

GameSquare Holdings, Inc. received a second notice from Nasdaq granting an additional 180-day period, until September 7, 2026, to regain compliance with the minimum $1.00 per share bid price requirement for its common stock.

The extension was approved because GameSquare meets all other Nasdaq Capital Market initial listing standards, and it notified Nasdaq that it may implement a reverse stock split if needed. If the closing bid price is at or above $1.00 for at least 10 consecutive business days during this period, Nasdaq will confirm compliance.

If GameSquare does not regain compliance by the deadline, its shares are subject to delisting, although the company would have the right to appeal to a Nasdaq Hearings Panel. The company states it will continue monitoring its share price and consider available options to maintain its Nasdaq listing.

GameSquare Holdings entered an asset purchase agreement to acquire TubeBuddy, an AI-enabled creator technology platform, from BENlabs’ Ben Group and TubeBuddy LLC. As consideration, GameSquare issued 5,000,000 shares of newly created Series A-2 Convertible Preferred Stock, each with a $1.00 per-share liquidation value.

The Series A-2 Preferred will automatically convert one-for-one into common stock after stockholders approve an increase in authorized common shares, and carries voting rights equal to 3.86 common shares per preferred share, capped at 19.99% of common stock outstanding. If stockholder approval is not obtained by September 30, 2026, GameSquare must pay the seller $3,500,000 in cash plus interest on a deferred schedule, and may owe additional “Deferred Cash Consideration” based on the stock price 18 months after closing.

GameSquare granted registration rights for the common shares issuable upon conversion of the preferred stock and introduced 2026 guidance, targeting revenue of $85–$90 million, gross margin of 35–40%, and Adjusted EBITDA of over $5 million.

GameSquare Holdings, Inc. appointed Amaree Tanawong as its new Chief Operating Officer, effective February 2, 2026. She brings nearly 20 years of strategy, finance, and operations experience from roles at Meow Wolf, YouTube BrandConnect, and Yahoo.

Under an at-will employment agreement, she will receive a $350,000 annual base salary and an annual bonus opportunity, with a minimum $35,000 target in her first year and up to 50% of salary in later years based on performance. Her equity package includes a one-time grant of 50,000 RSUs vesting 30 days after grant, options to purchase up to 470,570 shares, and 209,188 long-term RSUs, vesting in four equal installments over 24 months. If terminated without cause, she may receive up to six months of salary as separation pay, depending on tenure.

GameSquare also published an updated January 2026 investor presentation on its website, which is furnished as an exhibit for investor relations use.

GameSquare Holdings, Inc. reported that its Board appointed current Chairman and Chief Executive Officer Justin Kenna as President, effective immediately, consolidating the top leadership roles under one executive.

The company and Mr. Kenna entered into an amended and restated employment agreement effective January 1, 2026, for a three-year term with automatic one-year renewals. He will receive an initial annual base salary of $660,000, with automatic 3.5% annual increases in the second and third years unless the Board decides otherwise, and is eligible for an annual bonus of up to $400,000 based on Board-set performance metrics.

The agreement includes a one-time grant of 500,000 RSUs that vest immediately, plus for each full year of service an additional grant of 500,000 RSUs and options to purchase 500,000 shares, subject to vesting. If the company terminates him without cause, Mr. Kenna is entitled to 12 months of salary, COBRA premium reimbursement for up to 12 months, and pro rata vesting of equity awards, along with customary confidentiality, non-competition, and non-solicitation protections.

GameSquare Holdings, Inc. furnished an update on performance by announcing its financial results for the quarter and nine months ended September 30, 2025. The company reported these results via a press release, which is attached as Exhibit 99.1.

The disclosure was made under Item 2.02 of Form 8-K on November 13, 2025, and the information is deemed furnished rather than filed under the Exchange Act. The filing lists the company’s common stock trading on Nasdaq under the symbol GAME.

GameSquare Holdings adjourned its 2025 Annual Meeting due to the absence of a quorum and conducted no business. The meeting will reconvene virtually on December 4, 2025 at 12:00 p.m. Central Time to vote on the proposals described in its definitive and supplemental proxy materials.

The record date remains September 5, 2025, so only holders of record on that date are entitled to vote at the reconvened meeting. Stockholders may vote at the meeting or by proxy. Proxies already submitted remain valid unless changed. The company will continue soliciting votes during the adjournment period.

GameSquare Holdings, Inc. filed an update explaining that its 2025 Annual Meeting of Stockholders, convened on October 7, 2025, was adjourned because there were not enough shares present or represented by proxy to form a quorum. No proposals were voted on at that time.

The Annual Meeting is scheduled to reconvene virtually on November 4, 2025 at 12:00 p.m. Central Time to consider the proposals described in the company’s proxy statement filed on September 7, 2025. The record date remains September 5, 2025, and proxies already submitted will be voted at the reconvened meeting unless revoked. The company is continuing to solicit votes, encouraging stockholders of record who have not yet voted to do so by October 31, 2025 at 11:59 p.m. Central Time.

GameSquare Holdings, Inc. reports that the Delaware Court of Chancery has entered an Order and Final Judgment granting final approval of a previously disclosed Settlement Agreement related to shareholder derivative litigation connected to its acquisition of FaZe Holdings, Inc.

This court order, dated September 22, 2025, resolves the shareholder derivative case and approves the terms of the Settlement Agreement under which the company had assumed certain indemnification obligations, including financial responsibility for a portion of any judgment or settlement payment. The Court’s Order and Final Judgment has been filed as an exhibit to this report, formally concluding this litigation process.

GameSquare Holdings, Inc. agreed to acquire all equity in Click Management Pty Ltd for a base cash price of $4.5 million, subject to customary adjustments, plus a $4 million deferred cash payment after December 31, 2025 and up to $3 million in additional cash earn-out payments tied to EBITDA performance in 2026 and 2027.

The board approved the deal, which includes standard representations, warranties, and covenants among GameSquare and the Click Management sellers. Separately, GameSquare received a Nasdaq notice that its stock has traded below the $1.00 minimum bid for 30 consecutive business days and now has 180 days, until March 9, 2026, to regain compliance by maintaining a closing bid at or above $1.00 for at least ten consecutive trading days.

GameSquare’s board also approved discontinuing operations of its Frankly Media programmatic advertising business effective September 15, 2025. The company received no consideration for this exit, which it describes as a strategic and operational decision, and will report the business as discontinued operations under U.S. GAAP.

GameSquare Holdings, Inc. has set October 7, 2025 as the date of its 2025 annual meeting of stockholders and updated the related shareholder deadlines. Because this date is more than 30 days later than the 2024 annual meeting anniversary, prior proposal deadlines no longer apply.

To have a proposal included in the Company’s proxy materials under SEC Rule 14a-8, shareholders must deliver written proposals to the Company’s executive offices by September 10, 2025. Under the Company’s Bylaws, other shareholder proposals and director nominations for the 2025 meeting must be received by the Secretary no later than the close of business on September 27, 2025 at the Company’s Frisco, Texas address.

GameSquare Holdings, Inc. filed a current report to share that it has released its financial results for the quarter and six months ended June 30, 2025. On August 14, 2025, the company issued a press release with these results, which is included as Exhibit 99.1 to the report and incorporated by reference.

The report classifies this disclosure under results of operations and financial condition. The company notes that the information in this section and in the attached press release is being furnished rather than filed under securities laws, which affects how it is treated for certain legal liability purposes.

GameSquare Holdings, Inc. (NASDAQ: GAME) filed an 8-K on 4 Aug 2025 disclosing a new $5 million share repurchase authorization. The Board approved the program on 1 Aug 2025, allowing the Company to buy back common stock, $0.0001 par value, at management’s discretion through open-market purchases, privately negotiated transactions or Rule 10b5-1 plans.

The buyback has no expiration date, can be modified, suspended or terminated at any time, and will be funded with surplus cash and cash generated by the Company’s Ethereum yield strategy. No specific share count was provided; actual volumes will depend on price, trading volume and market conditions. In conjunction with the announcement, GameSquare furnished two exhibits: (1) a press release detailing the repurchase program (Ex. 99.1) and (2) a new investor relations presentation summarizing Company performance (Ex. 99.2) now in use as of 4 Aug 2025.