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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): December 29, 2023
GameSquare Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | 001-39389 | Not Applicable | ||
| (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 | Name of each exchange on which registered | ||
| Common Stock, no 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 Material Definitive Agreements.
Asset Purchase Agreement
On December 29, 2023, GameSquare Holdings, Inc. (the “Company”) closed on the previously announced transaction by and among the Company, its subsidiary, Frankly Media LLC (“Frankly Media”), and SoCast Inc. (“SoCast”), for SoCast’s acquisition of Frankly Media’s radio business assets. The previously disclosed Asset Purchase Agreement was amended to include an updated purchase price of $3,400,000.
The foregoing description of the Asset Purchase Agreement and its amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Purchase Agreement and each amendment, which are filed as Exhibit 10.1 through Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
Convertible Note
Concurrently with the entry of the Asset Purchase Agreement, on December 29, 2023, the Company retired the Convertible Debenture in the principal amount of $5,000,000, dated February 24, 2021, issued to EB Acquisition Company, LLC (“EB”) by the Company (the “EB Debenture”), and the related Security Agreements between Frankly Media, Frankly Co., Franky, Inc., and EB dated January 6, 2020, and between the Company and EB dated December 1, 2020; and the Company entered into a $5,800,000 convertible note (the “Convertible Note”) and security agreement (the “Security Agreement”), dated as of December 29, 2023, with EB affiliate, King Street Partners LLC (“King Street”), that bears interest at 12.75%, has a two-year term, and is convertible at the holder’s option into common shares of Company at a price of $5.00 per share (subject to standard anti-dilution provisions).
The foregoing description of the Convertible Note and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Convertible Note and Security Agreement, which are filed as Exhibit 10.5 and Exhibit 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Press Release
On January 2, 2024, the Company issued a press release announcing the execution of the Asset Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Domestic Issuer Status
Effective January 1, 2024, the Company is required to file periodic reports and registration statements on U.S. domestic issuer forms with the Securities and Exchange Commission, which are more detailed and extensive in certain respects, and which must be filed more promptly, than the forms available to a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended. Prior to January 1, 2024, the Company qualified as a foreign private issuer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GAMESQUARE HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: January 4, 2024 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |
EXHIBIT INDEX
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 99.1
GAMESQUARE COMPLETES THE SALE OF ITS NON-CORE RADIO BUSINESS ASSETS
Sale Adds Non-Dilutive Capital and Supports GameSquare’s Focus on Marketing Technology Capabilities
GameSquare Refinances Convertible Debenture
Frisco, TX (January 2, 2024) — GameSquare Holdings, Inc. (“GameSquare”) (NASDAQ: GAME); (TSXV: GAME), announces that it has completed the sale of its Frankly non-core radio business assets to SoCast, Inc. (“SoCast”). As a result of the US$3.4 million asset sale, GameSquare has added non-dilutive capital to its balance sheet. GameSquare also announced today that it has further strengthened its balance sheet by refinancing the Company’s convertible debt.
“After completing four acquisitions in under three years, we believe there are opportunities to streamline our operations, enhance our cost structure and add non-dilutive capital to support our business by unlocking the value of certain non-core assets such as the radio assets of Frankly,” noted Justin Kenna, CEO of GameSquare. “In addition, selling just the radio assets of Frankly at approximately 1.8x trailing 12-month sales, compared to GameSquare’s current market cap of approximately 0.4x trailing 12-month sales, supports our strategies to unlock and drive value for our shareholders.”
Convertible Debenture Refinancing
GameSquare has retired a principal amount US$5 million debenture that was due to mature in February of 2024, and replaced it with a principal US$5.8 million convertible note issued to an arm’s length party that bears interest at 12.75%, has a two-year term, and is convertible at the holder’s option into common shares of Company at a price of US$5 per share (subject to standard anti-dilution provisions). The issuance of the debenture has been conditionally approved by the TSX Venture Exchange.
Mr. Kenna continued, “I am also pleased to announce the successful refinancing of our convertible debt. As a result of today’s announcements, we have further strengthened our balance sheet and working capital position, providing us with greater flexibility to invest in our growth initiatives.”
The asset acquisition adds thousands of broadcast professional users to SoCast, and oncoming clients will benefit from the ecosystem of radio specific digital products that SoCast has to offer within one dashboard. “SoCast is dedicated to helping radio broadcasters transform into digital businesses. This acquisition increases the impact of our R&D footprint in the industry and bolsters our vision to be the leader in the space,” said Elliott Hurst, CEO.
About GameSquare Holdings, Inc.
GameSquare Holdings, Inc. (NASDAQ: GAME | TSXV: GAME) is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare’s end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Cut+Sew (Zoned), a gaming and lifestyle marketing agency, Code Red Esports Ltd., a UK based esports talent agency, Complexity Gaming, a leading esports organization, Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, a provider of programmatic advertising and media distribution applications, Stream Hatchet, a provider of live streaming analytics services, and Sideqik a social influencer marketing platform. For more information visit www.gamesquare.com.
About SoCast, Inc.
SoCast Inc. is a Toronto-based privately owned Canadian based digital marketing and technology company that makes digital easy for broadcasters. SoCast will now power more than 2,500 radio brands across the globe with more than 250 million people visiting a SoCast website each year. Combining a digital first mentality with radio industry knowledge, SoCast Engage provides ground-breaking websites, apps, contests, and content tools and services that clients rely upon to do their daily jobs. The SoCast Reach platform integrates sales, billing and finance into one programmatic advertising dashboard that helps broadcasters transform into digital businesses. For more information visit www.socastdigital.com.
Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian and United States securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the closing of the proposed transaction, the Company’s future performance and revenue; the Company’s ability to execute its business plan; and the proposed use of net proceeds of the transaction. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company being able to grow its business and being able to execute on its business plan, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company’s ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company’s portfolio across entertainment and media platforms, dependence on the Company’s key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company’s most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Corporate Contact
Lou Schwartz, President
Phone: (216) 464-6400
Email: ir@gamesquare.com
Investor Relations
Andrew Berger
Phone: (216) 464-6400
Email: ir@gamesquare.com
Media Relations
Chelsey Northern / The Untold
Phone: (254) 855-4028
Email: pr@gamesquare.com