GameSquare Holdings Enters Material Agreement, Discloses Financial Obligations

TL;DR

GSQUARE just signed a big deal, got new debt, and sold some stock. Watch this space.

AI Summary

GameSquare Holdings, Inc. announced on July 8, 2024, that it entered into a material definitive agreement. The company also disclosed the creation of a direct financial obligation and triggering events that accelerate or increase this obligation. Additionally, the filing details unregistered sales of equity securities and includes a Regulation FD disclosure.

Why It Matters

This filing indicates significant financial and contractual developments for GameSquare Holdings, potentially impacting its financial obligations and equity structure.

Risk Assessment

Risk Level: medium — The disclosure of new financial obligations and unregistered equity sales suggests potential financial risks and dilution for existing shareholders.

Key Players & Entities

• GameSquare Holdings, Inc. (company) — Filer of the 8-K report
• July 8, 2024 (date) — Date of the report and key events

FAQ

Key Financial Figures

• $20.0 million — as the right to sell to Yorkville up to $20.0 million of its shares of common stock, par valu
• $0.0001 — f its shares of common stock, par value $0.0001 per share ("Common Stock"), subject to
• $25,000 — (in cash) to Yorkville in the amount of $25,000. Additionally, the Company agreed to pa
• $200,000 — mpany agreed to pay a commitment fee of $200,000 to Yorkville, payable as follows: (i) $
• $100,000 — 0 to Yorkville, payable as follows: (i) $100,000 payable within three days of the date o
• $6.5 million — an aggregate principal amount of up to $6.5 million (the "Pre-Paid Advance"), which was fun
• $1.375 — version price equal to the lower of (i) $1.375 (the "Fixed Price") or (ii) a price per
• $0.25 — "Floor Price" will be the lower of (i) $0.25 per share or (ii) 20% of the average VW
• $750,000 — the VWAP for such trading day, and (ii) $750,000. The foregoing limitation on the amount
• $1.0 million — ts in an amount equal to the sum of (i) $1.0 million of principal of the Promissory Note (or
• $5,800,000 — Secured Note with a principal amount of $5,800,000 dated December 29, 2023 (the "King Stre

Filing Documents

• form8-k.htm (8-K) — 66KB
• ex10-1.htm (EX-10.1) — 377KB
• ex10-2.htm (EX-10.2) — 141KB
• ex10-3.htm (EX-10.3) — 109KB
• ex99-1.htm (EX-99.1) — 19KB
• 0001493152-24-026522.txt ( ) — 1013KB
• game-20240708.xsd (EX-101.SCH) — 3KB
• game-20240708_lab.xml (EX-101.LAB) — 33KB
• game-20240708_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities . The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In the SEPA, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. Item 7.01 Regulation FD Disclosure. On July 8, 2024, the Company issued a press release announcing its entry into a transaction with Yorkville, as described more fully in Item 1.01 of this Current Report on Form 8-K. The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Important Notice Regarding Forward-Looking This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the pending transactions and matters described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the SEPA and the transactions contemplated thereunder, including the anticipated benefits of the proposed transactions, expected use of proceeds, anticipated future financial and operating performance and results, including estimates for growth, and the e

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: July 8, 2024 By: /s/ Justin Kenna Name: Justin Kenna Title: Chief Executive Officer and Director

View Full Filing

View this 8-K filing on SEC EDGAR