GameSquare Holdings, Inc. SEC Filings

GameSquare Holdings, Inc. is asking shareholders to approve an amendment to its certificate of incorporation to authorize a reverse stock split at a ratio determined by the Board between 1-for-2 and 1-for-8. The virtual Special Meeting is scheduled for August 13, 2026 with a record date of July 13, 2026. The Board states the reverse split is intended to address Nasdaq’s minimum bid price requirement and gives the Board discretion whether and when to implement the split. A separate adjournment proposal would permit further solicitation of proxies if necessary.

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 received an updated ownership filing from Blue & Silver Ventures and Goff Jones Strategic Partners. Blue & Silver now beneficially owns 6,332,582 shares of GameSquare common stock, equal to 6.73% of the class, including shares issuable upon warrant exercise.

The amendment reflects changes in GameSquare’s outstanding share count, additional share purchases by Blue & Silver, and the dissolution of Goff Jones. Before dissolving on May 22, 2026, Goff Jones distributed all of its GameSquare common stock and related securities to its members, including Blue & Silver, without selling any securities and now reports 0% ownership.

Blue & Silver Ventures, Ltd., a significant holder of GameSquare Holdings, Inc. common stock, reported fresh open-market buying and an internal restructuring of its holdings. It bought 620,100 shares on May 26, 2026 at a weighted average price of $0.4331 per share and 144,346 shares on May 27, 2026 at a weighted average price of $0.4178 per share, bringing its direct ownership to 5,997,620 common shares afterward. In a separate J-code restructuring on May 22, 2026, it received 1,371,439 common shares and warrants exercisable for 205,716 common shares at $1.55 per share, expiring on March 8, 2029, from the dissolution of Goff Jones Strategic Partners, LLC, which distributed its GameSquare securities to members without selling any shares. The filing also notes a one-share reduction to correct a prior overstatement of beneficial ownership.

GameSquare Holdings, Inc. received an updated Schedule 13D/A from entities affiliated with John C. Goff, reflecting an internal redistribution of their stake. On May 22, 2026, Goff Jones Strategic Partners, LLC made a pro-rata distribution of its GameSquare common shares and warrants to its members, including JCG 2016 Holdings, LP.

After this distribution, Goff Jones no longer beneficially owns any GameSquare securities and ceases to be a reporting person, but the filing states that none of the reporting persons sold any securities and their pecuniary interests did not change. JCG 2016 Holdings, LP is the record holder of 4,102,505 common shares and 441,766 warrants, representing about 4.8% of common shares outstanding, based on 93,696,723 shares outstanding. Overall, John C. Goff is reported as beneficially owning 4,765,498 shares, or 5.1% of the class.

GameSquare Holdings reported first-quarter 2026 revenue of $14.5 million, up from $7.4 million a year earlier, but posted a net loss of $17.7 million, compared with a $7.2 million loss in 2025. The larger loss was driven mainly by $14.6 million of realized and unrealized losses on digital assets and its ETH fund.

As of March 31, 2026, GameSquare held $22.8 million of digital assets and $10.7 million in an ETH fund, while carrying a working capital deficiency of $5.7 million and an accumulated deficit of $180.0 million. Management discloses that these conditions create a material uncertainty that raises substantial doubt about the company’s ability to continue as a going concern.

During the quarter, GameSquare closed the TubeBuddy acquisition for a total preliminary purchase price of $3.2 million, paid via Series A-2 redeemable convertible preferred stock and contingent cash. It also continued integrating Click, expanded goodwill and definite-lived intangibles, and financed operations partly through $9.5 million of ETH-backed promissory notes collateralized by ETH. The company repurchased a total of 5.1 million common shares for $2.5 million under its buyback program. Common shares issued and outstanding were 95,761,215 as of March 31, 2026, and 93,696,723 were outstanding as of May 14, 2026.

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.

Blue & Silver Ventures, Ltd., an entity associated with director representative Thomas L. Walker, reported a series of open-market purchases of GameSquare Holdings, Inc. common stock. Over April 22–27, it bought 2,234,364 shares at prices around $0.58–$0.60 per share.

After the latest trade, Blue & Silver Ventures directly holds 3,861,736 common shares. The filing also notes that its beneficial ownership figure now includes 4,131 shares that were omitted from prior Forms 4, updating the reported position.