GameSquare Holdings, Inc. — fact timeline

GameSquare Holdings, Inc.: Amendment and restatement of certificate of incorporation to eliminate supermajority voting requirements, increase authorized shares from 100,000,000 to 500,000,000, declassify board of directors beginning with the 2027 Annual Meeting of Stockholders, change removal standard for directors to with or (effective 2026-06-22).

“Upon completion of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as set forth in the First Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference (the “First Amended and Restated Certificate of Incorporation”). The Company’s bylaws will remain the bylaws of the surviving corporation. The First Amended and Restated Certificate of Incorporation amends and restates the Company’s prior certificate of incorporation to, among other things: (i) eliminate the supermajority voting requirements for amendments to specified charter provisions; (ii) increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 500,000,000 shares; (iii) declassify the board of directors beginning with the 2027 Annual Meeting of Stockholders; (iv) change the removal standard for directors elected after the board of direc”

GameSquare Holdings, Inc. shareholders approved Approval of a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate of Incorporation to, among other things, eliminate supermajority voting requirements to amend the Certificate of Incorporation, increase the number of authorized shares, declassify at the 2026-06-18 meeting.

“Proposal 4 – Approval of a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate of Incorporation to, among other things, eliminate supermajority voting requirements to amend the Certificate of Incorporation, increase the number of authorized shares, declassify the Board of Directors, and implement other non-material specified changes Votes For Votes Against Abstentions Broker Non-Votes 60,160,608 5,738,056 331,972 2,612,952”

GameSquare Holdings, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers at the 2026-06-18 meeting.

“Proposal 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers Votes For Votes Against Abstentions Broker Non-Votes 60,567,323 5,069,123 594,190 2,612,952”

GameSquare Holdings, Inc. shareholders approved Ratification of the appointment of Kreston GTA as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026 at the 2026-06-18 meeting.

“Proposal 2 – Ratification of the appointment of Kreston GTA as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026 Votes For Votes Against Abstentions Broker Non-Votes 66,478,785 1,355,712 1,009,090 1”

GameSquare Holdings, Inc. shareholders approved Election of Class II Members to Board of Directors at the 2026-06-18 meeting.

“Proposal 1 – Election of Class II Members to Board of Directors Nominee Votes For Votes Withheld Broker Non-Votes Justin Kenna 57,745,275 580,414 2,612,952 Stuart Porter 57,986,037 310,140 2,612,952”

GameSquare Holdings, Inc. entered into Agreement and Plan of Merger with GameSquare Merger Sub 3, Inc. (effective 2026-06-18).

“On June 18, 2026, GameSquare Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameSquare Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 3”).”

GameSquare Holdings, Inc. reported three months ended March 31, 2026 results: revenue $14.5 million, net income Net loss from continuing operations of $17.6 million. Guidance reaffirmed.

“to the risks and uncertainties described below,” Kenna concluded. Reported results for the three months ended March 31, 2026, compared to March 31, 2025 (unaudited) ● Revenue of $14.5 million, compared to $7.4 million ● Gross profit of $5.6 million, compared to $3.2 million ● Gross margin of 38.4%, compared to 42.5% ● Net loss from continuing operations of $17.6”

GameSquare Holdings, Inc.: Reduced quorum requirement for stockholder meetings from a majority to not less than one-third of votes cast by holders of outstanding shares entitled to vote (effective 2026-04-10).

“the presence in person or by proxy of the holders of shares of stock having not less than one-third (1/3) of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business at a Meeting.”

GameSquare Holdings, Inc. reported the year ended December 31, 2025 results: revenue $45.0 million, net income $30.0 million.

“fourth quarter. All quarterly financial information and proforma is unaudited. Reported results for the year ended December 31, 2025, compared to December 31, 2024 ● Revenue of $45.0 million, compared to $27.5 million ● Gross profit of $19.5 million, compared to $9.5 million ● Gross margin of 43.4%, compared to 34.3% ● Net loss from continuing operations of $30.0”

GameSquare Holdings, Inc. reported the three months ended December 31, 2025 results: revenue $18.5 million, net income $28.2 million.

“(EX-99.1) --- GameSquare Achieves First Positive Adjusted EBITDA Quarter in Fourth Quarter, Marking Inflection to Operating Profitability Fourth quarter 2025 revenue up 142% to $18.5 million and net loss from continuing operations of $28.2 million; achieves positive adjusted EBITDA of $1.7 million, or 9.4% of reported fourth quarter revenue Fourth quarter proforma”

GameSquare Holdings, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“March 10, 2026, the Company received a second notice (the “Second Notice”) from Nasdaq indicating that, while the Company has not yet regained compliance with the Bid Price Rule, the Staff has determined that the Company is eligible for an additional 180 calendar day period, or until September 7, 2026 (the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq”

GameSquare Holdings, Inc. issued 5,000,000 shares of Series A-2 Convertible Preferred Stock of preferred stock to Ben Group, Inc. and TubeBuddy, LLC for issued in connection with asset purchase agreement for substantially all assets of Seller relating to software.

“In connection with the Transaction, on February 20, 2026, the Company filed the Certificate of Designation of Series A-2 Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, which designated 5,000,000 shares of Series A-2 Preferred Stock.”

GameSquare Holdings, Inc. entered into Asset Purchase Agreement with Ben Group, Inc. and TubeBuddy, LLC as Seller (effective 2026-02-20).

“On February 20, 2026, GameSquare Holdings, Inc. (the “Company” or “Parent”), TubeBuddy, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Company (“Buyer”), Ben Group, Inc., a Nevada corporation (“Ben Group”), and TubeBuddy, LLC, a California limited liability company (“TB LLC”, and together with Ben Group, “Seller”), entered into an asset purchase agreement (the “Asset Purchase Agreement”),”

GameSquare Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“September 10, 2025, GameSquare received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying GameSquare that for the last 30 consecutive business days, the closing bid price for GameSquare’s common stock (the “Common Stock”) has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”). The Minimum Bid Price Notice has no immediate effect on the listing of the Common Stock, and”

GameSquare Holdings, Inc.: Established Series A-1 Convertible Preferred Stock via Certificate of Designation filed with Delaware Secretary of State (effective 2025-07-24).

“On July 23, 2025, the board of directors of the Company approved a Certificate of Designation of Series A-1 Convertible Preferred Stock of the Company (the “ Certificate of Designation ”) establishing the rights, preferences, powers, restrictions and limitations of the Company’s newly authorized 3,433.33 shares of the Series A-1 Preferred Stock. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on July 24, 2025, and became effective upon filing.”

GameSquare Holdings, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“April 16, 2025, the Company received a second notice (the “Second Notice”) from Nasdaq indicating that, while the Company has not yet regained compliance with the Bid Price Rule, the Staff has determined that the Company is eligible for an additional 180 calendar day period, or until October 13, 2025 (the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq”

GameSquare Holdings, Inc. incurred loan of $2,000,000 with Blue & Silver Ventures, Ltd. at ten percent (10%) per annum maturing July 1, 2025.

“25, 2025, GameSquare Holdings, Inc. (the “Company”), entered into a secured promissory note (the “Promissory Note”) with Blue & Silver Ventures, Ltd. The principal amount of $2,000,000 under the Promissory Note is payable on demand and no later than July 1, 2025. The Promissory Note bears interest at a rate of ten percent (10%) per annum, with a default”

GameSquare Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).

“January 23, 2025, GameSquare Holdings, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department (“Nasdaq”) regarding the timing of its annual meeting of shareholders. Nasdaq noted that the Company has not yet held an annual meeting of shareholders within twelve months of the end of its December 31, 2023 fiscal year, as required under Listing Rules 5620(a) and 5810(c)(2)(G) (“Rules”). The Company, which did hold a special shareholders meeting on February 27, 2024, engaged in extensive discussions with Nasdaq to present its position that it is complia”

GameSquare Holdings, Inc. received a nasdaq deficiency notice notice regarding shareholders (rules 5620(a), 5810(c)(2)(G)).

“January 23, 2025, GameSquare Holdings, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department (“Nasdaq”) regarding the timing of its annual meeting of shareholders. Nasdaq n”

GameSquare Holdings, Inc. completed a disposition involving XPR Media LLC for $700,000 purchase price evidenced by a secured promissory note with payments from May 2024 through July 2027 and bearing 8% interest (closed 2024-05-31).

“On May 31, 2024, Frankly completed the sale of all of the assets (the “ XPR Sale”) listed on Schedule A annexed to the Asset Purchase Agreement (“XPR Purchase Agreement”) by and between Frankly and XPR Media LLC (“XPR”), which includes but is not limited to written agreements for press release and content distribution services.”

GameSquare Holdings, Inc. completed a disposition involving UNIV, Ltd. for $1.50 million purchase price evidenced by a secured promissory note with payments starting at $25,000 on closing, then $25,000/month for 11 months, $45,000/mont (closed 2024-05-31).

“contains customary representations, warranties and covenants of each of the parties thereto. Pursuant to the UNIV Purchase Agreement, UNIV paid Frankly a purchase price of $1.50 million, evidenced by a secured promissory note (the “UNIV Promissory Note”). The payment schedule under the UNIV Promissory Note is as follows: (i) $25,000.00 on closing date of the”

GameSquare Holdings, Inc. entered into Registration Rights Agreement with Faze Media, Inc. valued at GameSquare must file resale registration statement within 60 days of stock issuance to Faze Media an (effective 2024-05-15).

“In connection with the License Agreement, GameSquare and Faze Media entered into a registration rights agreement (the “ Registration Rights Agreement ”).”

GameSquare Holdings, Inc. entered into Trademark License Agreement with Faze Media, Inc. valued at Faze Media granted GameSquare exclusive worldwide license for 10-year initial term with automatic 5- (effective 2024-05-15).

“On May 15, 2024, GameSquare and Faze Media entered into a trademark license agreement (the “ License Agreement ”), pursuant to which Faze Media granted GameSquare an exclusive, worldwide license to certain of the intellectual property contributed in connection with the Contribution Agreement.”

GameSquare Holdings, Inc. entered into Contribution Agreement with Gigamoon Media LLC valued at GAME Parties contributed assets to Faze Media; Media Holdings received 51% equity; Gigamoon purchase (effective 2024-05-15).

“On May 15, 2024, GameSquare Holdings, Inc., a Delaware corporation (the “ Company ” or “ GameSquare ”), FaZe Holdings, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare (“ FaZe Holdings ”), Faze Clan, Inc., a Delaware corporation and wholly owned subsidiary of FaZe Holdings (“ Faze Clan Inc. ”), and FaZe Media Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Faze Clan Inc. (“ Media Holdings , and together with GameSquare, FaZe Holdings and Faze Clan Inc., the “ GAME Parties ”), and Gigamoon Media LLC, a Delaware limited liability company (“ Gigamoon ”), entered into the definitive agreements described below in connection with the formation of Faze Media, Inc. (“ Faze Media ”), a Delaware corporation in which the Company will hold a 51% equity interest by way of Media Holdings and in which Gigamoon will hold a 49% equity interest.”

GameSquare Holdings, Inc. reported twelve-months ended December 31, 2023 results: revenue $52.0 million, net income $31.3 million. Guidance initiated.

“such filing. --- EX-99.1 () --- EX-99.1 2 ex99-1.htm Exhibit 99.1 GameSquare Holdings Reports 2023 Results Revenue increased 85% year-over-year to an annual record of $52 million, reflecting the contribution from the Engine Gaming acquisition, and organic growth April 16, 2024, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the”

GameSquare Holdings, Inc.: Filed Certificate of Incorporation with Delaware Secretary of State in connection with domestication (effective 2024-03-07).

“In connection with the Domestication, on March 7, 2024, the Company filed its Certificate of Domestication and its Certificate of Incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware.”

GameSquare Holdings, Inc. completed an acquisition involving FaZe Holdings Inc. for 0.13091 share of GameSquare Common Stock per share of FaZe Common Stock (closed 2024-03-07).

“Time (other than shares held in treasury by FaZe or held directly by GameSquare or Merger Sub (which such shares were cancelled)) was converted into the right to receive 0.13091 (the “ Exchange Ratio ”) of a fully paid non-assessable share of common stock, par value $0.0001 per share, of GameSquare (the “ GameSquare Common Stock ”) and, if applicable,”

Nick Lewin was appointed as Director at GameSquare Holdings, Inc..

“appointed Paul Hamilton and Nick Lewin (each, a “ New Director ” and collectively, the “ New Directors ”), who were previously members of FaZe’s board of directors, to serve on the Board”

Paul Hamilton was appointed as Director at GameSquare Holdings, Inc..

“appointed Paul Hamilton and Nick Lewin (each, a “ New Director ” and collectively, the “ New Directors ”), who were previously members of FaZe’s board of directors, to serve on the Board”

GameSquare Holdings, Inc. entered into Membership Interest Purchase Agreement with Global Esports Properties, LLC valued at $10,360,000 (effective 2024-03-01).

“On March 1, 2024, Global Esports Properties, LLC, a Delaware limited liability company (“Buyer”), GameSquare Esports (USA), Inc., a Nevada corporation (“Seller”) and sole member of NextGen Tech, LLC, a Texas limited liability company doing business as Complexity Gaming, and GameSquare Holdings, Inc., a corporation formed under the laws of the province of Ontario (“Beneficial Owner”) (together, the “Parties”) entered into a Membership Interest Purchase Agreement (the “MIPA”)”

GameSquare Holdings, Inc. shareholders approved Proposal 8 – Control Person Proposal The Company’s stockholders approved the potential creation of new “Control Persons” of the Company within the meaning of the applicable policies of the TSX Venture Exchange (the “Control Person Proposal”), as set forth below. at the 2024-02-27 meeting.

“Proposal 8 – Control Person Proposal The Company’s stockholders approved the potential creation of new “Control Persons” of the Company within the meaning of the applicable policies of the TSX Venture Exchange (the “Control Person Proposal”), as set forth below. For Against Abstain Broker Non-Votes 6,619,952 41,126 - -”

GameSquare Holdings, Inc. shareholders approved Proposal 7 – PIPE Financing Proposal The Company’s stockholders approved, in accordance with Nasdaq Rule 5635(d), the issuance of more than 20% of the outstanding shares of the Company’s common stock at a discount to its affiliates (the “PIPE Financing Proposal”), as set forth below. at the 2024-02-27 meeting.

“Proposal 7 – PIPE Financing Proposal The Company’s stockholders approved, in accordance with Nasdaq Rule 5635(d), the issuance of more than 20% of the outstanding shares of the Company’s common stock at a discount to its affiliates (the “PIPE Financing Proposal”), as set forth below. For Against Abstain Broker Non-Votes 6,543,706 117,372 - -”

GameSquare Holdings, Inc. shareholders approved Proposal 5 – Merger-Related Compensation Proposal The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensati at the 2024-02-27 meeting.

“Proposal 5 – Merger-Related Compensation Proposal The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensation Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,275,760 384,029 - -”

GameSquare Holdings, Inc. shareholders approved Proposal 4 – Continuance Proposal The Company’s stockholders approved the continuance of the Company from the laws of the province of British Columbia to the laws of the state of Delaware (the “Continuance Proposal”), as set forth below. at the 2024-02-27 meeting.

“Proposal 4 – Continuance Proposal The Company’s stockholders approved the continuance of the Company from the laws of the province of British Columbia to the laws of the state of Delaware (the “Continuance Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,638,176 21,613 - -”

GameSquare Holdings, Inc. shareholders approved Proposal 1 – Merger Proposal The Company’s stockholders approved and adopted the Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among GameSquare Merger Sub I, Inc., FaZe Holdings, Inc. (“FaZe”), and the Company, and the consummation of the transactions co at the 2024-02-27 meeting.

“Proposal 1 – Merger Proposal The Company’s stockholders approved and adopted the Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among GameSquare Merger Sub I, Inc., FaZe Holdings, Inc. (“FaZe”), and the Company, and the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), including the issuance of shares of the Company’s common stock common forming the consideration to be issued to securityholders of FaZe (the “Merger Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,589,884 69,905 - -”