UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 8, 2025, GameSquare Holdings, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company will issue and sell to the Underwriter pursuant to the Underwriting Agreement 4,692,866 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) and 3,728,188 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $0.0001, the “Pre-Funded Warrant”) to purchase shares of Common Stock, at an offering price of $0.95 per Share (or $0.9499 per Pre-Funded Warrant), and grant to the Underwriter an option for the issuance and sales of up to 1,263,157 additional Shares or Pre-Funded Warrants (the “Option”) to be sold by the Company (the “Offering”). The Offering closed on July 9, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $8.56 million, after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement we have also agreed to issue the Underwriter’s common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 10% of the securities sold in the Offering at an exercise price of $1.14.
The Company expects to use the net proceeds from the Offering for general corporate purposes including, without limitation, strategic investments, mergers and acquisitions of companies, businesses, or assets; acquisitions of cryptocurrencies; the development and implementation of a cryptocurrency treasury strategy; and general working capital and operational expenditures.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Underwriter, customary conditions to closing, and customary indemnification obligations of the Company.
Each of the Pre-Funded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per Pre-Funded Warrant, immediately exercisable, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. The holder’s ability to exercise its Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.
The Offering was made pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2025 (Registration No. 333-285543), a base prospectus filed as part thereof, a preliminary prospectus supplement, dated July 7, 2025, and a final prospectus supplement, dated July 9, 2025.
The Underwriter Agreement, Form of Pre-Funded Warrant and Form of Representative’s Warrant are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The descriptions of the terms of the Underwriter Agreement and Pre-Funded Warrant set forth above are qualified in their entirety by reference to such exhibits.
A copy of the legal opinion and consent of Baker & Hostetler LLP relating to the Shares is attached as Exhibit 5.1 hereto.
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. Simultaneously with the closing of the Offering, pursuant to the Underwriting Agreement, the Company agreed to issue to the Underwriter and/or its designees, the Representative’s Warrants to purchase up to 968,421 shares of Common Stock (representing 10% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering), as a portion of the underwriting compensation payable to the Underwriter in connection with the Offering. The Representative’s Warrants will be exercisable during the period commencing upon issuance until the five-year anniversary of the closing of the Offering, at an exercise price per share of $1.14. The Representative’s Warrants have not and will not be registered and included in the registration statement or the related prospectus. As a result, the Representative’s Warrants provide for registration rights upon request, in certain cases. The Representative’s Warrants also contain a “cashless exercise” feature that allows the holders to exercise such warrants without a cash payment to the Company upon the terms set forth therein.
The Representative’s Warrants and underlying shares of Common Stock to be issued and sold to the Underwriter will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Representative’s Warrants and the underlying shares of Common Stock may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.
Item 8.01. Other Events.
Exercise of Underwriter Option
On July 9, 2025, the Underwriter fully exercised its Option pursuant to the Underwriting Agreement and purchased and exercised 1,263,157 Pre-Funded Warrants at a price of $0.9499 per Pre-Funded Warrant and at an exercise price of $0.0001 per Pre-Funded Warrant. The Underwriter’s exercise of its Option resulted in additional gross proceeds to the Company of $1,199,872.83 after deducing the underwriting discount of 7% of the price to the public.
Launch and Pricing Press Releases
On July 7, 2025, the Company issued a press release announcing the launch of the Offering, and on July 8, 2025, the Company issued a press release announcing the pricing of the Offering and the Company’s ethereum treasury strategy. The launch and pricing press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement between GameSquare Holdings, Inc., and Lucid Capital Markets, LLC dated July 7, 2025. | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Representative’s Warrant | |
| 5.1 | Opinion of Baker & Hostetler LLP. | |
| 23.1 | Consent of Baker & Hostetler LLP (contained in Exhibit 5.1). | |
| 99.1 | Launch Press Release issued by GameSquare Holdings, Inc., dated July 7, 2025. | |
| 99.2 | Pricing Press Release issued by GameSquare Holdings, Inc., dated July 8, 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 9, 2025 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |