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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): July 24, 2025
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
July 24, 2025, GameSquare Holdings, Inc., a Delaware corporation (the “Company”) entered into a Subscription Agreement
(the “Subscription Agreement”) with Robert Leshner (“Subscriber”), pursuant to which Subscriber
purchased from the Company 3,433.33 shares of Series A-1 Convertible Preferred Stock of the Company, par value $0.0001 per share (the
“Series A-1 Preferred Stock”), in consideration for that certain Crypto Punk 5577 non-fungible token, which has been
deemed to have a fair market value of $5,149,995.00 (the “Issuance”).
Each
share of Series A-1 Preferred Stock was issued at a price of $1,500 per share and automatically converts, at a fixed ratio to 1,000 shares
of common stock of the Company, par value $0.0001 per share (the “Common Stock”), resulting in an effective conversion price of
$1.50 per share, subject to and upon an affirmative vote of the majority of the voting power of all outstanding shares of the Company
entitled to vote to increase the number of authorized shares of the Common Stock (the “Shareholder Vote Condition”).
As
previously disclosed in the Company’s Current Reports on Form 8-K filed on July 9, 2025 and July 18, 2025, the Company entered
into underwriting agreements dated July 8, 2025 and July 17, 2025, respectively, with Lucid Capital Markets, LLC (the “Underwriter”)
pursuant to which it sold shares of, and warrants for the right to purchase, Common Stock in registered offerings. In connection with
those offerings, the Company agreed to certain restrictions on the issuance of its equity securities during the 90-day period following
the respective closings, as set forth in Section 4.16 of each underwriting agreement (the “Restricted Issuance Provisions”).
On
July 23, 2025, the Underwriter signed a Consent and Waiver of Series A-1 Preferred Stock Equity Issuance (“Consent and
Waiver”), pursuant to which the Underwriter (i) consented to the Issuance pursuant to the terms of the Subscription Agreement
and the Certificate of Designation (defined below), and (ii) waived the Restricted Issuance Provisions solely with respect to, and to
the extent that they would otherwise prohibit, the Issuance.
The
Subscription Agreement contains customary representations, warranties and covenants by the Company and the Subscriber.
The
Subscription Agreement and Consent and Waiver are filed as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference. The descriptions of the terms of the Subscription Agreement and Consent and Waiver set forth
above are qualified in their entirety by reference to such exhibits.
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-1 Preferred Stock was made in a private transaction exempt from the registration requirements of the Securities
Act of 1933, as amended (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. Subscriber is an accredited investor as defined in Rule 501 under the Securities
Act.
Item
5.03. Amendments to articles of incorporation or bylaws; change in fiscal year.
On
July 23, 2025, the board of directors of the Company approved a Certificate of Designation of Series A-1 Convertible Preferred Stock
of the Company (the “Certificate of Designation”) establishing the rights, preferences, powers, restrictions
and limitations of the Company’s newly authorized 3,433.33 shares of the Series A-1 Preferred Stock. The Certificate of Designation
was filed with the Secretary of State of the State of Delaware on July 24, 2025, and became effective upon filing.
The
Series A-1 Preferred Stock ranks senior to all junior securities, including Common Stock, and carries a $1.50 per share liquidation preference
on an as-converted basis, with such preference subject to the Shareholder Vote Condition. After satisfying this preference, holders participate
pro rata with junior securities. The Series A-1 Preferred Stock has no voting rights, and upon satisfaction of the Shareholder Vote Condition,
each share of Series A-1 Preferred Stock will automatically convert into 1,000 shares of the Common Stock.
A
copy of the Certificate of Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Designation of Series A-1 Convertible Preferred Stock of GameSquare Holdings, Inc., dated as of July 24, 2025. |
| 10.1 |
|
Subscription Agreement between GameSquare Holdings, Inc. and Robert Leshner dated as of July 24, 2025. |
| 10.2 |
|
Consent and Waiver of Series A-1 Preferred Stock Equity Issuance by Lucid Capital Markets, LLC, dated as of July 23, 2025. |
| 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:
July 29, 2025 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer and Director |
