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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 | |
Exhibit 99.1
GameSquare Approves Stock Buyback Program Funded by Ethereum Yield Proceeds
Purchased 2,717 of Ethereum for $10 million, increasing treasury holdings to 15,630.07 ETH
Onchain yield strategy with Dialectic commenced August 1, 2025
FRISCO, TEXAS / August 4, 2025 – GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or the “Company”) a next-generation media, entertainment, and technology company, today announced that it began its previously disclosure Ethereum (ETH) treasury strategy through Dialectic’s onchain yield platform on August 1, 2025. The strategy targets annualized yields of 8% to 14% and is a central pillar of GameSquare’s crypto-native treasury initiative.
In connection with the next phase of its crypto-native treasury strategy, GameSquare’s Board of Directors has authorized a stock repurchase program, funded through net proceeds generated by the onchain yield platform, to acquire up to $5 million worth of GameSquare’s 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.
“We are taking a clear and disciplined approach to capital allocation,” said Justin Kenna, CEO of GameSquare. “Every dollar of net income our Ethereum yield strategy generates can be used to buy back our stock, provided it trades below $1.50 per share under our current plan. This reflects our belief that the current market value does not fully capture the long-term earnings potential of our operating businesses or our treasury management strategy.”
GameSquare expects to generate target onchain yields of 8% to 14% annually through its partnership with Dialectic. The yield program represents a core element of GameSquare’s broader initiative to convert ETH holdings from passive assets into recurring, income-generating capital.
Kenna continued, “With over $60 million now deployed in ETH and NFT purchases, we’re focused on turning Ethereum from a passive asset into a source of recurring revenue. This strategy is about more than just holding crypto, it’s about generating real returns, creating shareholder value, and building a new revenue stream for the business.”
The Company’s previously announced authorization to allocate up to $250 million toward its Ethereum treasury strategy remains in place and will support potential expansion over time.
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, one of the most iconic gaming organizations, we operate one of the largest gaming media networks in North America. Complementing our operating strategy, GameSquare operates a blockchain-native Ethereum treasury management program designed to generate onchain 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 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. 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.
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
Exhibit 99.2
GameSquare Holdings, Inc.
(NASDAQ: GAME) Tear Sheet
(at July 31, 2025)
GameSquare Holdings is a digital media and technology company operating at the intersection of gaming, esports, and Web3. It combines a scaled, fast-growing revenue business with a high-yielding Ethereum (ETH) treasury to deliver value across multiple levers: top-line growth, recurring free cash flow, and capital returns.
Investment Highlights
| ● | $0.85/Share in Liquid Assets: Treasury of $85M in ETH and cash provides hard asset backing at July 31, 2025. | |
| ● | $70M+ (TTM March 31, 2025) Revenue: Diversified digital media and gaming platform scaling toward profitability. | |
| ● | 8–14% ETH Yield Strategy: Partnership with Dialectic is expected to generate estimated $4–8M/year in tax-advantaged free cash flow, based on value of ETH holdings at July 31, 2025. | |
| ● | Minimal Debt, Full Flexibility: Clean balance sheet supports growth, M&A, and return of capital. | |
| ● | Tax Shield: Significant carryforwards eliminate taxable gains on ETH and yield. |
Key Financials
| Metric | Value | Note | ||||
| Revenue (TTM March 31, 2025) | $ | 70M+ (w/ Faze Media DO) |
Operating scale in place | |||
| Treasury Assets at 7/30/25 | $ | 85M | ETH + cash, $0.85/share | |||
| ETH Yield FCF (est.) | $4–8M | Recurring and reinvested | ||||
| ETH Holdings at 7/30/25 | 14,227.55 | $250 million authorization | ||||
| Total Debt at 7/30/25 | $ | 1.25M | Higher cash than debt position | |||
| Shares Outstanding | 98.97M | No derivative overhang | ||||
| Federal NOLs at 12/31/24 | $325M+ | Offsets gains from ETH/yield | ||||
Summary: GameSquare is a real business generating cash flow today, with the potential for significant upside optionality through ETH appreciation, and NAV expansion. The Company believes its capital-light, high-yielding strategy sets it apart from peers in crypto treasury.
Forward-Looking Information
This tear sheet 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 tear sheet, forward-looking statements relate, among other things, to: the Company’s future performance, expected return of its ETH based treasury program, 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 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. 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.