UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

GameSquare Holdings, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement.

On June 27, 2025, GameSquare Holdings, Inc. (“GameSquare” or the “Company”) entered into an At-The-Market Sales Agreement (the “Agreement”) with ThinkEquity LLC (the “Agent”), pursuant to which GameSquare may offer and sell, from time to time, through or to the Agent, as sales agent, shares of Common Stock, par value $0.0001 per share (the “Shares”). On June 27, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) relating to the offer and sale of the Shares from time to time pursuant to the Agreement up to an aggregate amount of $9,250,000.

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-285543), as amended (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 9, 2025 and declared effective by the SEC on June 4, 2025, as supplemented by the Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”) on June 27, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

GameSquare is not obligated to sell any Shares under the Agreement. Upon delivery of a placement notice by GameSquare and subject to the terms and conditions of the Agreement and such placement notice, the Agent may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act and will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Stock Market, to sell the Shares from time to time.

The offering of Shares pursuant to the Agreement will terminate upon the termination of the Agreement by either the Company or by the Agent, or upon mutual agreement, under the circumstances specified in the Agreement.

The Company has agreed to pay the Agent commissions for its services in acting as agent in the sale of the Shares in the amount of up to 3% of gross proceeds from the sale of the Shares, distributed in accordance with the terms of the Agreement. The Company has also agreed to provide the Agent with customary indemnification and contribution rights, in connection with entering into the Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The opinion of the Company’s counsel regarding the validity of the Shares that may be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.