GameSquare Reports Material Definitive Agreement; Details Undisclosed

Ticker: GAME · Form: 8-K · Filed: Jan 4, 2024 · CIK: 1714562

Complexity: simple

Sentiment: neutral

Topics: material-agreement, regulation-fd, corporate-action

TL;DR

**GameSquare signed a big deal, but they're not telling us what it is yet.**

AI Summary

GameSquare Holdings, Inc. filed an 8-K on January 4, 2024, reporting an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure" on December 29, 2023. While the filing indicates a significant agreement, it does not disclose the specific details of the agreement, such as names or dollar amounts. This matters to investors because without the specifics, it's impossible to assess the potential positive or negative impact of this material agreement on GameSquare's future performance or stock value.

Why It Matters

Investors need to know the specifics of this 'material definitive agreement' to understand its financial implications and potential impact on GameSquare's stock price and future operations.

Risk Assessment

Risk Level: medium — The lack of specific details about a 'material definitive agreement' creates uncertainty, making it difficult for investors to evaluate potential risks or benefits.

Analyst Insight

A smart investor would hold off on making any significant decisions until GameSquare Holdings, Inc. releases more specific details about the 'Material Definitive Agreement' to properly assess its impact.

Key Players & Entities

Forward-Looking Statements

FAQ

What specific details about the 'Material Definitive Agreement' were disclosed in this 8-K filing?

This 8-K filing indicates an 'Entry into a Material Definitive Agreement' on December 29, 2023, but it does not disclose any specific details about the agreement itself, such as the parties involved, the nature of the agreement, or any financial terms.

What was the earliest event reported date for this 8-K filing?

The earliest event reported date for this 8-K filing was December 29, 2023, as stated in the 'Date of Report' section.

What items of information were reported in this 8-K filing?

This 8-K filing reported 'Entry into a Material Definitive Agreement' under Item 1.01 and 'Regulation FD Disclosure' under Item 7.01.

What is GameSquare Holdings, Inc.'s business address?

GameSquare Holdings, Inc.'s business address is 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034.

What was GameSquare Holdings, Inc.'s former company name before October 19, 2021?

Before October 19, 2021, GameSquare Holdings, Inc. was formerly known as Engine Gaming & Media, Inc., as indicated in the 'FORMER COMPANY' section of the filing.

Filing Stats: 986 words · 4 min read · ~3 pages · Grade level 10.1 · Accepted 2024-01-04 16:01:07

Key Financial Figures

Filing Documents

01. Entry into Material Definitive Agreements

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.

01. Regulation FD Disclosure

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

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 Description 10.1 Asset Purchase Agreement, dated as of November 10, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. 10.2 Amendment No. 1 to the Asset Purchase Agreement, dated as of December 15, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. 10.3 Amendment No. 2 to the Asset Purchase Agreement, dated as of December 22, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. 10.4 Amendment No. 3 to the Asset Purchase Agreement, dated as of December 27, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. 10.5 Convertible Note, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC. 10.6 Security Agreement, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC. 99.1 Press Release, dated January 2, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

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