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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): August 1, 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 7.01. Regulation FD Disclosure

 

Repurchase Program

 

On August 4, 2025, GameSquare Holdings, Inc. (“GameSquare or the “Company”) issued a press release announcing the authorization of a share repurchase program, as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1.

 

Investor Relations Presentation

 

On August 4, 2025, GameSquare began utilizing a new investor relations presentation (the “Presentation”), which provides a performance summary of the Company for interested parties. A copy of the Presentation is furnished hereto as Exhibit 99.2.

 

Item 8.01. Other Events

 

On August 1, 2025, the Board of Directors (the “Board”) of the Company authorized a share repurchase program pursuant to which the Company may purchase shares of common stock, par value $0.0001 per share (the “Common Stock”) up to $5,000,000 worth of Common Stock. Under the repurchase program, GameSquare may purchase shares of its Common Stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including, among other factors, stock price, trading volume, market conditions and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. Repurchases under this program will be funded from the Company’s surplus cash and cash equivalents or future cash flow generated by its Ethereum yield strategy.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Share Repurchase Program Press Release issued by GameSquare Holdings, Inc., dated August 4, 2025.
99.2   Investor Relations Presentation issued by GameSquare Holdings, Inc., dated August 4, 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: August 4, 2025 By: /s/ Justin Kenna
  Name: Justin Kenna
  Title: Chief Executive Officer and Director