Form 8-K

8-K — GameSquare Holdings, Inc.

Accession: 0001493152-26-039213

Filed: 2026-08-19

Period: 2026-08-18

CIK: 0001714562

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 18, 2026

GameSquare

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39389

99-1946435

(State

or other jurisdiction

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 ☒

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

3.03. Material Modifications to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

August 18, 2026, GameSquare Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”)

to the First Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to

effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a

ratio of 1-for-8 (the “Reverse Stock Split”).

The

Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on August 24, 2026

(the “Effective Time”), at which time every eight (8) shares of issued and outstanding Common Stock will be automatically

combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of

Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such

stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Trading

of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on August 24, 2026. The new CUSIP

number for the Common Stock following the Reverse Stock Split is 36468G202.

a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 102,271,871

pre-split shares to approximately 12,783,983 post-split shares, subject to adjustment for fractional shares. The Reverse Stock Split

will not change the number of authorized shares of the Common Stock.

The

Reverse Stock Split will apply to the Company’s outstanding convertible securities, warrants, stock options and restricted stock

units. The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately

as a result of the Reverse Stock Split. The conversion prices of any outstanding convertible securities and the exercise prices of any

outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the

Company’s equity incentive plans.

previously announced, on August 13, 2026, the Company’s stockholders approved a reverse stock split proposal at a ratio in the

range of 1-for-2 to 1-for-8, with the final ratio to be determined by the Company’s board of directors in its discretion without

further approval from the Company’s stockholders. Subsequently on August 14, 2026, the Company’s board of directors approved

the final reverse stock split ratio of 1-for-8 (the “Reverse Stock Split Ratio”).

The

forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety

by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K,

and is incorporated herein by reference.

Item

8.01. Other Events.

The

information in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

The

Company has registration statements on Form S-3 (File No. 333-285543), registration statements on Form S-1 (File No. 333-280863) and

registration statements on Form S-8 (File Nos. 333-279623 and 333-293284) (collectively, the “Registration Statements”) on

file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference

future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended,

prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 and/or Form S-8. The information

incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in

this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending

them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed

covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at the Reverse

Stock Split Ratio.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment to First Amended and Restated Certificate of Incorporation of GameSquare Holdings, Inc.

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 19, 2026

By:

/s/

Justin Kenna

Name:

Justin

Kenna

Title:

Chief

Executive Officer, President and Director

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT TO THE

FIRST

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

GAMESQUARE

HOLDINGS, INC.

GameSquare

Holdings, Inc. (the “Corporation”), a corporation existing under and by virtue of General Corporation Law

of the State of Delaware (the “DGCL”), hereby certifies as follows:

The

name of the Corporation is GameSquare Holdings, Inc.

The

Corporation’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware on March

7, 2024. The First Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Amended and

Restated Certificate of Incorporation”) was filed in the office of the Secretary of State of the State of Delaware

on June 18, 2026.

The

Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections

141 and 242 of the DGCL, adopted resolutions amending the Amended and Restated Certificate of Incorporation as follows:

The

Amended and Restated Certificate of Incorporation is hereby amended by adding the following new Section E immediately below Section D

of the FOURTH Article:

“Effective

as of 12:01 a.m. Eastern Time on August 24, 2026 (the “Effective Time”), each eight (8) shares of Common Stock

either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically

and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the

“Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders

who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive such additional fraction of

a share of Common Stock as is necessary to increase the fractional shares to a full share. Each certificate that immediately prior to

the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that

number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject

to the treatment of fractional shares as described above. No changes are being made to the number of authorized shares.”

Thereafter,

pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their

approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer, as of the

18th day of August, 2026.

GAMESQUARE

HOLDINGS, INC.

By:

/s/

Justin Kenna

Name:

Justin

Kenna

Title:

Chief

Executive Officer, President, and Director

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