UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into Material Definitive Agreements.
Asset Purchase Agreement
On December 29, 2023, GameSquare Holdings, Inc. (the “Company”) closed on the previously announced transaction by and among the Company, its subsidiary, Frankly Media LLC (“Frankly Media”), and SoCast Inc. (“SoCast”), for SoCast’s acquisition of Frankly Media’s radio business assets. The previously disclosed Asset Purchase Agreement was amended to include an updated purchase price of $3,400,000.
The foregoing description of the Asset Purchase Agreement and its amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Purchase Agreement and each amendment, which are filed as Exhibit 10.1 through Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
Convertible Note
Concurrently with the entry of the Asset Purchase Agreement, on December 29, 2023, the Company retired the Convertible Debenture in the principal amount of $5,000,000, dated February 24, 2021, issued to EB Acquisition Company, LLC (“EB”) by the Company (the “EB Debenture”), and the related Security Agreements between Frankly Media, Frankly Co., Franky, Inc., and EB dated January 6, 2020, and between the Company and EB dated December 1, 2020; and the Company entered into a $5,800,000 convertible note (the “Convertible Note”) and security agreement (the “Security Agreement”), dated as of December 29, 2023, with EB affiliate, King Street Partners LLC (“King Street”), that bears interest at 12.75%, has a two-year term, and is convertible at the holder’s option into common shares of Company at a price of $5.00 per share (subject to standard anti-dilution provisions).
The foregoing description of the Convertible Note and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Convertible Note and Security Agreement, which are filed as Exhibit 10.5 and Exhibit 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Press Release
On January 2, 2024, the Company issued a press release announcing the execution of the Asset Purchase Agreement. 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.
Domestic Issuer Status
Effective January 1, 2024, the Company is required to file periodic reports and registration statements on U.S. domestic issuer forms with the Securities and Exchange Commission, which are more detailed and extensive in certain respects, and which must be filed more promptly, than the forms available to a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended. Prior to January 1, 2024, the Company qualified as a foreign private issuer.
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. | ||
| (Registrant) | ||
| Date: January 4, 2024 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |
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