GameSquare Holdings Reports Material Agreement & Equity Sales

TL;DR

GameSquare inked a new deal, issued stock, and is disclosing info under Reg FD. Watch this space.

AI Summary

On November 13, 2024, GameSquare Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. This filing details significant financial and corporate actions undertaken by GameSquare.

Why It Matters

This filing indicates potential new financial obligations and the issuance of equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks for investors.

Key Players & Entities

• GameSquare Holdings, Inc. (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• Engine Gaming & Media, Inc. (company) — Former company name
• Engine Media Holdings, Inc. (company) — Former company name
• Torque Esports Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share GAME The Nasdaq
• $3,250,000 — missory note in the principal amount of $3,250,000 to Faze Media (the " Promissory Note ")
• $10,000,000 — missory note in the principal amount of $10,000,000 to Gigamoon (the " Convertible Note " a
• $2.50 — interest at a conversion price equal to $2.50 per share, subject to adjustments as se
• $3,250,000.00 — he Initial Closing before expenses were $3,250,000.00. The Company intends to use the net pro

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 170KB
• ex4-1.htm (EX-4.1) — 187KB
• ex4-2.htm (EX-4.2) — 258KB
• ex99-1.htm (EX-99.1) — 137KB
• 0001493152-24-046195.txt ( ) — 1115KB
• game-20241113.xsd (EX-101.SCH) — 3KB
• game-20241113_lab.xml (EX-101.LAB) — 33KB
• game-20241113_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2024, GameSquare Holdings, Inc., a Delaware corporation (the " Company " or " GameSquare "), FaZe Media Holdings, LLC, a Delaware corporation an indirectly wholly owned subsidiary of GameSquare (" GameSquare SPV " and together with GameSquare, the " GameSquare Parties "), Faze Media, Inc., a Delaware corporation (" Faze Media "), and Gigamoon Media LLC, a Delaware limited liability company (" Gigamoon ", and together with Faze Media, the " Faze Parties "), entered into a Note Purchase Agreement (the " Purchase Agreement "), pursuant to which the GameSquare Parties agreed to issue, jointly and severally, in two separate closings: (i) a senior secured promissory note in the principal amount of $3,250,000 to Faze Media (the " Promissory Note ") and (ii) a senior secured convertible promissory note in the principal amount of $10,000,000 to Gigamoon (the " Convertible Note " and together with the Promissory Note, the " Notes "). The Promissory Note was issued as of November 13, 2024 (the " Initial Closing ") and bears an interest rate of 7.5% per annum, which automatically shall be increased to 10.0% in the event of an event of default. The Promissory Note matures and all principal and accrued interest thereon becomes due and payable as of the earliest of: (i) November 13, 2029, (ii) the acceleration of the Promissory Note in an event of default, and (iii) the date of the holder of the Promissory Note's demand, solely to the extent made after December 15, 2024, at a time when the Second Closing (as defined below) (such date, the " Promissory Maturity Date "). The GameSquare Parties may prepay in whole or in part, at any time, the unpaid principal amount of the Promissory Note without any penalty. Upon the occurrence of the Second Closing (as defined below), the Promissory Note provides for the mandatory repayment of the entire principal balance of the Promissory Note, together with all accrued and

02. Unregistered Sales of Equity Securities

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.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 14, 2024, the Company issued a press release announcing the entry into the Purchase Agreement completion of the Initial Closing and the related transactions discussed in Item 1.01 of this Current Report on Form 8-K. 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. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1* Note Purchase Agreement, dated November 13, 2024 4.1 Form of Promissory Note 4.2 Form of Convertible Note 99.1 Press Release, dated November 14, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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. Date: November 15, 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