株探米国株
日本語 英語
エドガーで原本を確認する
false 0001714562 0001714562 2025-11-13 2025-11-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): November 13, 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 2.02. Results of Operations and Financial Condition.

 

On November 13, 2025, GameSquare Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and the nine months ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

The information in Item 2.02 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Press Release of GameSquare Holdings, Inc., dated November 13, 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: November 13, 2025 By: /s/ Justin Kenna
  Name: Justin Kenna
  Title: Chief Executive Officer and Director

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

GameSquare Holdings Reports 2025 Third Quarter Results

 

Net income from continuing operations of $5.9 million in Q3 2025

 

Gross margin increased 20.0% sequentially to 49.4%

 

Balance sheet at September 30, 2025, strongest in the Company’s history with $81.5 million in DAT assets and cash, no debt and shareholders’ equity of $78.7 million

 

Management expects continued positive momentum in Q4 2025

 

November 13, 2025, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), today announced financial results for the three- and nine-months ended September 30, 2025.

 

“2025 is a defining year for GameSquare and our third quarter results confirm that our strategy is working,” stated Justin Kenna, CEO of GameSquare. “We are sharper, stronger, and more focused than ever as the actions we have taken over the past year have improved profitability, strengthened our balance sheet and positioned us with a differentiated, end-to-end platform built for scale.”

 

“During the third quarter, we wound down Frankly Media, consolidated our technology businesses under Stream Hatchet, and acquired Click Management (“Click”). These actions have expanded GameSquare’s profitability and strengthened our go forward operating platform. Click is already demonstrating its strategic and financial value by deepening our reach into creator-led brand partnerships, accelerating growth across our media and agency ecosystems, and unlocking new expansion opportunities. Combined with Zoned, Steam Hatchet, GameSquare Experiences, FaZe Clan Esports, and global media partnerships, we now operate one of the most comprehensive and integrated platforms in the industry.”

 

“This quarter also marked a milestone with the launch of our digital asset treasury strategy. With the support of established onchain advisors and partners, we have built an institutional-grade, yield-generating asset strategy that enhances our balance sheet, introduces a compounding return engine, and creates strategic optionality that complements our core operating business. Importantly, this also enabled us to fund our initial share repurchase program, reflecting our commitment to driving shareholder value.”

 

“GameSquare has never been in a stronger strategic, operational, or financial position. We have proactively streamlined our business, invested in high-growth areas, strengthened margins, and expanded our total addressable market. As we enter the next chapter of growth, we are doing so with momentum, a fortified balance sheet, and a scalable platform built to win in media, creators, gaming, and Web3. The progress we are making today sets the stage for durable growth, expanding profitability, and long-term value creation for our shareholders,” concluded Mr. Kenna.

 

GameSquare’s Treasury Management Assets at September 30, 2025:

 

  Ethereum (“ETH”) Assets: The Company held 15,618 ETH, with an original cost basis of $55.5 million, almost all of which was in its onchain yield strategy with Dialectic, with an unrealized gain on ETH of $9.3 million in the third quarter.
  NFT Holdings: The Company owned eight CryptoPunks for a total value of $6.9 million, which the Company expects will begin contributing to its yield strategy in the fourth quarter.
  Altcoin Assets: The Company had $3.8 million of altcoins on its balance sheet at September 30, 2025, primarily in $Anime and $Rekt Coin.
  Yield Strategy: GameSquare’s onchain yield strategy with Dialectic commenced August 1, 2025, and achieved a yield of $0.6 million for the last two months of the quarter.
  Total DAT + Cash: The Company had $81.5 million in ETH, NFT, Altcoin investments, interests in the Dialectic onchain yield strategy and cash, or $0.83 per share and no debt outstanding as of September 30, 2025.
  Stock Repurchase: On October 3, 2025, GameSquare announced its initial stock repurchase under its previously announced $5 million authorization. The Company repurchased 833,124 shares of its common stock for $599,148, representing an average price of approximately $0.72.

 

 

 

Reported results for the three months ended September 30, 2025, compared to September 30, 2024

 

  Revenue of $11.3 million, compared to $9.3 million
  Gross profit of $5.6 million, compared to $4.2 million
  Gross margin of 49.4%, compared to 45.3%
  Net income from continuing operations of $5.9 million, compared to a net loss from continuing operations of $3.9 million
  Net loss attributable to GameSquare of $0.8 million, compared to a net loss of $5.5 million
  Net loss attributable to GameSquare was 7.1% of revenue, versus 58.9% of revenue
  Adjusted EBITDA loss of $0.6 million, compared to a loss of $0.9 million
  Adjusted EBITDA loss was 5.3% of revenue, versus 9.5% of revenue

 

Proforma* results for the three months ended September 30, 2025

 

  Revenue of $15.5 million
  Gross profit of $6.7 million
  Adjusted EBITDA loss of $0.2 million

 

* Proforma financial results includes the results of Click for the full 2025 third quarter

 

Reported results for the nine months ended September 30, 2025, compared to September 30, 2024

 

  Revenue of $26.5 million, compared to $19.9 million
  Gross profit of $11.0 million, compared to $7.5 million
  Gross margin of 41.6%, compared to 37.6%
  Net loss from continuing operations of $1.8 million, compared to a net loss from continuing operations of $15.3 million
  Net loss attributable to GameSquare of $9.0 million, compared to a net loss of $22.4 million
  Net loss attributable to GameSquare was 33.8% of revenue, versus 112.2% of revenue
  Adjusted EBITDA loss of $6.3 million, compared to a loss of $8.8 million
  Adjusted EBITDA loss was 23.9% of revenue, versus 44.3% of revenue

 

Use of Non-GAAP Financial Measures

 

  This release includes measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP measures”). These Non-GAAP measures should be viewed in addition to, and not as a substitute for, the Company’s reported GAAP results, and may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive set of accounting rules or principles. GameSquare’s management uses these Non-GAAP measures for internal budgeting and forecasting purposes and to evaluate GameSquare’s financial performance. GameSquare’s management believes the presentation of these Non-GAAP measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further information regarding these Non-GAAP measures, please refer to the tables presenting reconciliations of our Non-GAAP results to our U.S. GAAP results and the “Management’s use of Non-GAAP Measures” that accompany this press release.

 

 

 

Updated 2025 Outlook

 

The Company believes its operating and financial trajectory in the second half of 2025 will be significantly stronger, supported by the Company’s digital asset treasury strategy, sales pipeline, the contribution of the September 11, 2025, Click Management acquisition, and the benefit of ongoing restructuring initiatives.

 

On a proforma basis, GameSquare continues to expect second half revenue of $36.8 million and adjusted EBITDA of $2.9 million.

 

Conference Call Details

 

Justin Kenna, CEO, Lou Schwartz, President, and Mike Munoz CFO are scheduled to host a conference call with the investment community. Analysts and interested investors can join the call via the details below:

 

Date: November 13, 2025

Time: 5:00 pm ET

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=pYFTHOrP

 

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

 

About GameSquare Holdings, Inc.

 

GameSquare (NASDAQ: GAME) is a cutting-edge media, entertainment, and technology company transforming how brands and publishers connect with Gen Z, Gen Alpha, and Millennial audiences. With a platform that spans award-winning creative services, advanced analytics, and FaZe Clan Esports, one of the most iconic gaming organizations, we operate one of the largest gaming media networks in North America. As a digital-native business, GameSquare provides brands with unparalleled access to world-class creators and talent, delivering authentic connections across gaming, esports, and youth culture. Complementing our operating strategy, GameSquare has developed an innovative treasury management program designed to generate yield and enhance capital efficiency, reinforcing our commitment to building a dynamic, high-performing media company at the intersection of culture, technology, and next-generation financial innovation.

 

To learn more, visit www.gamesquare.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 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 Company’s future performance, revenue, growth and profitability; and the Company’s ability to execute on its current and future business plans. 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’s ability to grow its business and being able to execute on its business plans, the success of Company’s vendors and partners in their provision of services to the Company, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to suppor 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. 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.

 

 

 

GameSquare Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

 

    September 30
2025
    December 31,
2024
 
Assets                
Cash   $ 6,012,219     $ 12,094,950  
Restricted cash     1,475,593       1,054,030  
Accounts receivable, net     13,268,734       21,330,847  
Digital assets     4,020,415       -  
Government remittances     286,973       119,721  
Promissory note receivable, current     202,507       379,405  
Prepaid expenses and other current assets     954,885       1,493,619  
Total current assets     26,221,326       36,472,572  
Investment     2,332,071       2,199,909  
Investment in ETH     64,539,714       -  
Promissory note receivable, non-current     8,581,770       9,212,785  
Property and equipment, net     137,269       303,950  
Goodwill     4,220,754       12,704,979  
Intangible assets, definite lived, net     6,678,804       15,265,736  
Intangible assets, indefinite lived     6,906,820       -  
Right-of-use assets     1,500,731       2,570,516  
Total assets   $ 121,119,259     $ 78,730,447  
Liabilities and Shareholders’ Equity                
Accounts payable   $ 18,445,123     $ 27,349,372  
Accrued expenses and other current liabilities     12,089,146       13,694,179  
Players liability account     47,535       47,535  
Deferred revenue     5,239,322       2,726,121  
Current portion of operating lease liability     433,390       748,916  
Line of credit     (118,945 )     3,501,457  
Convertible debt carried at fair value, current     -       6,481,704  
Warrant liability     7,045       14,314  
Deferred purchase consideration     3,996,548       -  
Arbitration reserve     164,091       199,374  
Total current liabilities     40,303,255       54,762,972  
Convertible debt carried at fair value, non-current     -       9,908,784  
Contingent purchase consideration, non-current     807,000       -  
Operating lease liability     1,265,332       2,054,443  
Total liabilities     42,375,587       66,726,199  
Commitments and contingencies (Note 14)                
Preferred stock ($0.0001 par value, 50,000,000 authorized, 3,433 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)     -       -  
Common stock ($0.0001 par value, 100,000,000 shares authorized, 98,380,767 and 32,635,995 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)     9,838       3,264  
Additional paid-in capital     210,411,286       119,438,370  
Accumulated other comprehensive loss     (524,003 )     (208,617 )
Non-controlling interest     -       14,942,287  
Accumulated deficit     (131,153,449 )     (122,171,056 )
Total shareholders’ equity     78,743,672       12,004,248  
Total liabilities and shareholders’ equity   $ 121,119,259     $ 78,730,447  

 

 

 

GameSquare Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

    Three months ended September 30,     Nine months ended September 30,  
    2025     2024     2025     2024  
Revenue   $ 11,315,003     $ 9,306,777     $ 26,542,646     $ 19,930,359  
Cost of revenue     5,722,273       5,091,393       15,500,495       12,439,479  
Gross profit     5,592,730       4,215,384       11,042,151       7,490,880  
Operating expenses:                                
General and administrative     6,170,930       3,744,312       13,766,667       11,806,277  
Selling and marketing     1,464,040       1,196,593       4,188,399       4,116,694  
Research and development     519,275       450,637       1,550,378       1,447,954  
Depreciation and amortization     271,484       350,324       727,789       1,025,004  
Restructuring charges     (1,535,097 )     330,167       (814,377 )     330,167  
Other operating expenses     1,095,258       1,287,223       2,387,823       3,417,687  
Total operating expenses     7,985,890       7,359,256       21,806,679       22,143,783  
Loss from continuing operations     (2,393,160 )     (3,143,872 )     (10,764,528 )     (14,652,903 )
Other income (expense), net:                                
Interest income (expense)     166,831       178,008       309,733       (17,072 )
Loss on debt extinguishment     -       (1,032,070 )     -       (1,032,070 )
Change in fair value of convertible debt carried at fair value     (38,033 )     (98,937 )     289,883       357,822  
Change in fair value of warrant liability     19,659       26,482       7,275       79,382  
Arbitration settlement reserve     45,917       113,583       35,283       252,208  
Other income (expense), net     8,145,567       21,267       8,276,426       (246,066 )
Total other income (expense), net     8,339,941       (791,667 )     8,918,600       (605,796 )
Loss from continuing operations before income taxes     5,946,781       (3,935,539 )     (1,845,928 )     (15,258,699 )
Income tax benefit     -       -       -       -  
Net income (loss) from continuing operations     5,946,781       (3,935,539 )     (1,845,928 )     (15,258,699 )
Net income (loss) from discontinued operations     (6,755,224 )     (3,528,876 )     (9,154,597 )     (9,469,805 )
Net loss     (808,443 )     (7,464,415 )     (11,000,525 )     (24,728,504 )
Net loss attributable to non-controlling interest     -       1,979,943       2,018,132       2,369,533  
Net loss attributable to attributable to GameSquare Holdings, Inc.   $ (808,443 )   $ (5,484,472 )   $ (8,982,393 )   $ (22,358,971 )
                                 
Comprehensive loss, net of tax:                                
Net loss   $ (808,443 )   $ (7,464,415 )   $ (11,000,525 )   $ (24,728,504 )
Change in foreign currency translation adjustment     70,071       360,004       (315,386 )     373,187  
Comprehensive loss     (738,372 )     (7,104,411 )     (11,315,911 )     (24,355,317 )
Comprehensive loss attributable to non-controlling interest     -       1,979,943       2,018,132       2,369,533  
Comprehensive loss   $ (738,372 )   $ (5,124,468 )   $ (9,297,779 )   $ (21,985,784 )
                                 
Income (loss) per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution:                                
From continuing operations   $ 0.07     $ (0.13 )   $ (0.03 )   $ (0.58 )
From discontinued operations     (0.08 )     (0.05 )     (0.13 )     (0.27 )
Loss per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution   $ (0.01 )   $ (0.18 )   $ (0.16 )   $ (0.85 )
Weighted average common shares outstanding - basic and diluted     87,949,202       31,270,253       54,733,322       26,378,453  

 

 

 

Management’s use of Non-GAAP Measures

 

This release contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not recognized under accounting principles generally accepted in the United States of America (“GAAP”) and do not have a standardized meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.

 

We believe EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses. We define “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense.

 

Adjusted EBITDA

 

We believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses. We define “Adjusted EBITDA” as EBITDA adjusted to exclude extraordinary items, non-recurring items and other non-cash items, including, but not limited to (i) share based compensation expense, (ii) transaction costs related to merger and acquisition activities, (iii) arbitration settlement reserves and other non-recurring legal settlement expenses, (iv) restructuring costs, primarily comprised of employee severance resulting from integration of acquired businesses, (v) impairment of goodwill and intangible assets, (vi) gains and losses on extinguishment of debt, (vii) change in fair value of assets and liabilities adjusted to fair value on a quarterly basis, (viii) gains and losses from discontinued operations, and (ix) net income (loss) attributable to non-controlling interest.

 

Reconciliation of Non-GAAP Measures

 

A reconciliation of Adjusted EBITDA to the most directly comparable measure determined under US GAAP is set out below. (Unaudited)

 

    Three months ended September 30,     Nine months ended September 30,  
    2025     2024     2025     2024  
Net loss   $ (808,443 )   $ (7,464,415 )   $ (11,000,525 )   $ (24,728,504 )
Interest expense     (166,831 )     (178,008 )     (309,733 )     17,072  
Income tax benefit     -       -       -       -  
Amortization and depreciation     271,484       350,324       727,789       1,025,004  
Share-based payments     1,871,720       267,117       1,906,334       1,288,484  
(Gain) loss on digital assets     (8,060,149 )     -       (8,060,149 )     -  
Transaction costs     1,095,258       1,287,223       2,387,823       3,417,687  
Arbitration settlement reserve     (45,917 )     (113,583 )     (35,283 )     (252,208 )
Restructuring costs     (1,535,097 )     330,167       (814,377 )     330,167  
Loss on extinguishment of debt     -       1,032,070       -       1,032,070  
Change in fair value of warrant liability     (19,659 )     (26,482 )     (7,275 )     (79,382 )
Change in fair value of convertible debt carried at fair value     38,033       98,937       (289,883 )     (357,822 )
Gain on disposition of subsidiary     -       -       (2,721,953 )     (3,009,891 )
Loss from discontinued operations     6,755,224       3,528,876       11,876,550       12,479,696  
Adjusted EBITDA   $ (604,377 )   $ (887,774 )   $ (6,340,682 )   $ (8,837,627 )