UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

ofDate ~~The~~of ~~Securities~~report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): March 10, 2026

Date of Report (Date of earliest event reported): February 20, 2026

GameSquare Holdings, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-39389	99-1946435
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6775 Cowboys Way, Ste. 1335 Frisco, Texas, USA		75034
(Address of principal executive offices)		(Zip Code)
(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)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

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
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~~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 ☒

If 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Asset~~As ~~Purchase~~previously ~~Agreement~~disclosed, ~~and~~on ~~Preferred~~September 10, 2025, GameSquare Holdings, Inc. (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock ~~Issuance~~Market (“Nasdaq”) notifying the Company that, for the then-preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided with an initial period of 180 calendar days, or until March 9, 2026, to regain compliance with the Bid Price Rule.

On ~~February~~March 2010, 2026, ~~GameSquare~~the ~~Holdings,~~Company ~~Inc.~~received a second notice (the “~~Company”~~Second ~~or “Parent~~Notice”), ~~TubeBuddy,~~from ~~Inc.~~Nasdaq indicating that, awhile ~~Delaware~~the Company ~~corporation~~has ~~and~~not ~~indirect~~yet ~~wholly-owned~~regained ~~subsidiary~~compliance ofwith the ~~Company~~Bid ~~(“Buyer”),~~Price ~~Ben Group~~Rule, ~~Inc.,~~the aStaff ~~Nevada~~has ~~corporation~~determined ~~(“Ben Group”),~~that ~~and~~the ~~TubeBuddy,~~Company ~~LLC,~~is aeligible ~~California~~for ~~limited~~an ~~liability~~additional ~~company~~180 calendar ~~(“TB~~day ~~LLC”~~period, ~~and~~or ~~together~~until ~~with~~September ~~Ben Group~~7, ~~“Seller”), entered~~2026 ~~into an asset purchase agreement~~ (the “~~Asset~~Second ~~Purchase~~Compliance ~~Agreement~~Period”), ~~pursuant~~ to ~~which~~regain ~~the~~compliance. ~~Seller~~According ~~has agreed~~ to ~~sell~~the toSecond ~~Buyer~~Notice, ~~and~~the ~~Buyer~~Staff’s ~~has~~determination ~~agreed~~was tobased ~~purchase~~on ~~from~~(i) ~~Seller~~the ~~substantially~~Company ~~all~~meeting the ~~assets,~~continued ~~and~~listing ~~certain~~requirement ~~specified~~for ~~liabilities,~~market value of ~~the~~publicly ~~Seller relating~~held toshares ~~software~~and ~~which~~all ~~utilizes~~other ~~search~~applicable ~~engine~~requirements ~~optimization,~~for ~~bulk~~initial ~~processing,~~listing ~~workflow,~~on ~~and~~the ~~other~~Nasdaq ~~tools~~Capital ~~for~~Market, ~~social~~with ~~media~~the ~~and~~exception ~~content~~of ~~creation (~~the ~~“Transaction”).~~Bid AsPrice ~~consideration~~Rule, ~~for~~and ~~the~~(ii) ~~Transaction,~~ the Company’s ~~issued~~written tonotice ~~Seller 5,000,000 shares~~ of ~~newly~~its ~~designated~~intention ~~Series~~to ~~A-2~~cure ~~Convertible~~the ~~Preferred~~deficiency ~~Stock~~during of the ~~Company,~~Second ~~par~~Compliance Period ~~value~~by ~~$0.0001~~effecting ~~per~~a ~~share~~reverse ~~(the~~stock ~~“Series~~split, ~~A-2~~if ~~Preferred Stock”)~~necessary.

~~Pursuant~~If toat any time during the ~~Asset~~Second ~~Purchase~~Compliance ~~Agreement~~Period, the ~~Company~~closing ~~agreed~~bid toprice ~~file~~of athe ~~preliminary~~Company’s ~~proxy~~common ~~statement~~stock ~~with~~is ~~the~~at ~~Securities~~least ~~and~~$1.00 ~~Exchange~~per ~~Commission~~share ~~(the~~for ~~“SEC”)~~a onminimum orof ~~prior~~10 toconsecutive ~~April~~business 30days, ~~2026~~Nasdaq ~~and~~will toprovide ~~hold~~the aCompany ~~related~~written ~~meeting~~confirmation of ~~stockholders~~compliance. ~~for~~The ~~the~~Staff ~~purposes~~may, ~~of obtaining the~~in ~~approval~~its ~~(the~~discretion, ~~“Shareholder~~require ~~Approval”) of~~ the ~~holders of the~~ Company’s ~~capital stock~~ to ~~authorize~~maintain a ~~sufficient number~~bid ofprice ~~additional shares~~ of ~~common~~at ~~stock~~least ~~of the Company, par value~~ $01.~~0001~~00 per share ~~(the~~for ~~“Common~~a ~~Stock”),~~period toin ~~allow for~~excess ~~the conversion~~ of ~~the~~10 ~~Series~~consecutive ~~A-2~~business days, ~~Preferred~~but ~~Stock~~generally ~~into~~no ~~Common~~more ~~Stock~~than in20 ~~accordance~~consecutive ~~with~~business days, ~~and~~before ~~pursuant~~determining tothat the ~~terms~~Company ~~and~~has ~~conditions~~demonstrated ~~set forth~~an ~~in,~~ability ~~the~~to ~~Certificate~~maintain long-term ~~of Designation (as defined below)~~compliance. ~~The~~If the Company ~~agreed~~chooses to ~~hold~~implement a ~~meeting~~reverse ofstock ~~stockholders~~split, toit ~~seek~~must complete the ~~Shareholder~~ ~~Approval~~split no later than ~~120~~10 business days ~~after~~prior to the ~~closing~~expiration of the ~~Transaction~~Second Compliance Period. If ~~the~~compliance ~~Company~~cannot ~~fails~~be todemonstrated ~~obtain the Shareholder Approval~~ by September 307, 2026 ~~(the “Shareholder Approval Deadline”)~~, the ~~Company~~Staff ~~shall~~will provide ~~pay~~written tonotification ~~Seller~~that anthe ~~aggregate~~Company’s ~~amount~~securities ~~equal to~~will ~~$3,500,000~~be ~~plus~~delisted. ~~accrued~~At ~~interest,~~that $2time,~~350,000~~ ~~(plus~~the ~~accrued~~Company ~~interest)~~may ofappeal ~~which~~the ~~shall be payable within five business days~~delisting ofdetermination ~~the~~to ~~Shareholder~~a ~~Approval~~Nasdaq ~~Deadline~~Hearings ~~and~~Panel. ~~$1,150,000~~There ofcan ~~which shall~~ be ~~payable~~no ~~within~~assurance ~~five~~that ~~business days after~~ the ~~18-month~~Company ~~anniversary of~~will ~~the~~regain ~~closing~~compliance ofor ~~the~~otherwise ~~Transaction,~~maintain ascompliance with ~~set~~any ~~forth~~of in the ~~Asset~~other ~~Purchase~~listing ~~Agreement~~requirements.

The ~~Asset~~Company ~~Purchase~~intends Agreement also provides for deferred consideration upon the occurrence of certain events. Under the Asset Purchase Agreement, in the event the volume weighted average per share price of the Series A-2 Preferred Stock on a one-to~~-one~~ ascontinue ~~- converted basis~~ to ~~Common~~ ~~Stock~~monitor ~~for~~ the ~~30 trading days preceding the date that is 18 months after~~ closing ofbid ~~the~~price ~~Transaction is less than $0.70 per share, after accounting for changes in the Series A-2 Preferred Stock (on such as - converted basis) by way~~ of ~~stock~~its ~~split,~~common stock ~~dividend, combination,~~and ~~reclassification~~may, or similar event, or through merger, consolidation, reorganization, recapitalization or business combination, Seller shall be entitled to additional cash consideration (the “Deferred Cash Consideration”). Such Deferred Cash Consideration shall be equal to (a) the product of (i) 5,000,000 multiplied by (ii) the absolute value of the dollar amount by which such calculation in the previous sentence is less than $0.70, minus (b) any proceeds received by Seller from the sale of the Series A-2 Preferred Stock prior to the date that is 18 months after closing (the “Deferred Cash Consideration Date”). However, no Deferred Cash Consideration shall be owed if, ~~prior to the Deferred Cash Consideration Date and after the Series A-2 Preferred Stock are converted into shares of Common Stock (the “Converted Shares”)~~appropriate, ~~the~~consider ~~(x)~~available ~~closing price of the Converted Shares is greater than $0.70~~options ~~per share for ten consecutive trading days or 20 total trading days subsequent~~ to ~~the~~regain ~~date~~compliance ~~such~~with ~~Converted Shares are no longer subject to any trading restrictions to~~ the ~~holder~~Bid ofPrice ~~such shares under~~ Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or (y) the Seller or its affiliates sells any of such shares prior the Deferred Cash Consideration Date for aggregate gross proceeds in excess of $3,500,000.

~~The~~Item ~~Asset~~8.01 ~~Purchase~~Other Agreement contains representations and warranties, and covenants of the Company, Buyer and Seller, and indemnification rights of the parties after the closing of the Transaction that are customary for transactions of this typeEvents.

InOn ~~connection~~March ~~with~~11, 2026, the ~~Transaction,~~Company onissued ~~February~~a ~~20,~~press ~~2026,~~release ~~the~~announcing ~~Company~~its ~~filed~~receipt of the ~~Certificate~~Second ofNotice ~~Designation~~from ofNasdaq ~~Series~~that ~~A-2~~the ~~Convertible~~Company has been ~~Preferred~~granted ~~Stock~~an ~~(the~~additional ~~“Certificate~~180-day ofcompliance ~~Designation”)~~period to regain compliance with the ~~Secretary~~Bid ofPrice ~~State~~Rule. A copy of ~~Delaware,~~the ~~which~~press ~~designated~~release ~~5,000,000~~is ~~shares~~attached ofhereto ~~Series~~as ~~A-2~~Exhibit ~~Preferred~~99.1 ~~Stock~~and incorporated herein by reference.

~~Each share of Series A~~Forward-~~2 Preferred Stock was issued with an initial liquidation value of $1.00 per share, subject to adjustments for stock~~Looking splits, combinations and similar transactions. Upon the receipt of the Shareholder Approval, each share of Series A-2 Preferred Stock shall automatically convert into one share of Common Stock subject to adjustment for certain corporate events as set forth in the Certificate of Designation.Statements

~~Each~~Certain ~~share~~information ofcontained ~~Series~~in Athis Current Report on Form 8-2K ~~Preferred~~includes ~~Stock~~“forward-looking isstatements” ~~entitled~~within tothe ~~vote~~meaning ~~with~~of Section 27A of the ~~holders~~Securities Act of 1933, as amended, and Section 21E of the ~~Common~~Securities ~~Stock~~Exchange Act of 1934, ~~voting~~as ~~together~~amended. We may in some cases use terms such as a“predicts,” ~~single~~“believes,” ~~class~~“potential,” ~~with~~“continue,” “anticipates,” ~~respect~~“estimates,” to“expects,” ~~any~~“plans,” ~~matters~~“intends,” ~~presented~~“may,” to“could,” ~~the~~“might,” “likely,” ~~stockholders~~“will,” “should” or other words that convey uncertainty of the ~~Company~~future events or outcomes to identify these forward-looking statements. ~~Each~~Our ~~share~~forward-looking statements are based on current beliefs and expectations of ~~Series~~our ~~A-2~~management team ~~Preferred~~that ~~Stock~~involve isrisks, ~~entitled~~potential changes in circumstances, assumptions, and uncertainties, including statements regarding the Company’s intent to file for a ~~number of~~hearing ~~votes~~and ~~equal~~our ability to 3regain compliance with the Nasdaq continued listing requirements.86 ~~shares~~Any or all of ~~Common~~the ~~Stock~~forward-looking statements ~~(subject~~may turn out to ~~standard~~be ~~adjustments~~wrong ~~for~~or ~~reverse~~be affected by assumptions we make that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking ~~stock~~statements ~~splits~~are subject to risks and ~~similar~~uncertainties including risks related to our ability ~~transactions),~~to ~~provided~~regain ~~such~~compliance ~~number~~with ofNasdaq’s ~~votes~~continued ~~shall~~listing ~~not~~requirements ~~exceed~~or ~~19.99%~~otherwise maintain compliance with any other listing requirement of the ~~outstanding~~Nasdaq ~~number~~Capital ofMarket, ~~Common~~including ~~Stock~~the asNasdaq ~~provided~~Minimum inBid Price Requirement, timely file our request for a hearing, the potential ~~Certificate~~de-listing of ~~Designation.~~our Inshares ~~connection~~from the Nasdaq Capital Market due to our failure to comply with the ~~Transaction~~Nasdaq Minimum Bid Price Requirement, ~~Seller~~and the ~~agreed~~other torisks ~~vote~~set ~~its~~forth ~~shares~~in ofour ~~Series~~filings ~~A-2~~with ~~Preferred~~the ~~Stock~~Securities and Exchange Commission, including in ~~favor~~our Annual Report on Form 10-K and ofour ~~authorizing~~Quarterly anReports ~~increase~~on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to ~~the~~place ~~number~~undue ofreliance ~~authorized~~on ~~Common~~these ~~Stock~~forward-looking statements, which are made only as of the ~~Company~~date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances unless required by law.

The Series A-2 Preferred Stock ranks senior to all junior securities, including Common Stock, and ranks on parity with the Company’s Series A-1 Preferred Stock. The Series A-2 Preferred Stock will participate equally in any dividends declared to holders of Common Stock.

Copies of the Asset Purchase Agreement and the Certificate of Designation are filed as Exhibits 10.1 and 3.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the terms of the Asset Purchase Agreement and Certificate of Designation set forth above are qualified in their entirety by reference to such exhibits.

Registration Rights Agreement

In connection with the Asset Purchase Agreement, the Company and Seller entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the public resale of the Common Stock issuable upon conversion of the Series A-2 Preferred Stock. Subject to certain conditions, at any time from the date that is nine months after the date of the Asset Purchase Agreement, the holders of the Series A-2 Preferred Stock shall be entitled to demand registration rights, pursuant to which such holders may require that the Company file a registration statement with the SEC covering all or any portions of their Converted Shares. The Registration Rights Agreement further provides that such holders be entitled to customary “piggyback” registration rights, subject to certain limitations as set forth in the Registration Rights Agreement.

A copy of the Registration Rights Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the Registration Rights Agreement set forth above is qualified in its entirety by reference to such exhibit.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

The issuance of the Series A-2 Preferred Stock was made in a private transaction exempt from the registration requirements of the Securities Act, in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Seller is an accredited investor as defined in Rule 501 under the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On February 23, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Designation of Series A-2 Convertible Preferred Stock of GameSquare Holdings, Inc.
99.1		Press Release of GameSquare Holdings, Inc., dated March 11, 2026.
10.1*		Asset Purchase Agreement, dated February 20, 2026, by and among Ben Group, Inc., TubeBuddy, LLC, TubeBuddy, Inc., and GameSquare Holdings, Inc.
10.2		Registration Rights Agreement, dated February 20, 2026, by and among Ben Group, Inc., TubeBuddy, LLC, TubeBuddy, Inc., and GameSquare Holdings, Inc.
99.1		Press Release dated February 23, 2026
104		Cover Page Interactive Data File (embedded with 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

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)
Dated: March 11, 2026	By:	/s/ Justin Kenna
Date: February 23, 2026	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer and Director

Filing Compare · GameSquare Holdings, Inc.