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): September 20, 2023

FAZE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40083		84-2081659
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

720 N. Cahuenga Blvd.

Los Angeles, CA

90038

(Address of principal executive offices)

(Zip Code)

(818) 688-6373

(Registrant’s telephone number, including area code)

(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 Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

FAZE

The Nasdaq Stock Market

Warrants, each whole warrant exercisable for one share of common stock

FAZEW

The Nasdaq Stock Market

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

As previously disclosed, on March 23, 2023, FaZe Holdings Inc. (the "Company") received a letter from the staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Company’s common stock no longer met the Nasdaq requirement for continued listing on The Nasdaq Capital Market to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"). The Company was provided until September 19, 2023, to regain compliance with the continued listing rules.

On September 20, 2023, the Company received a letter from Nasdaq granting the Company an additional compliance period of 180 calendar days, or until March 18, 2024, in which to regain compliance. Nasdaq granted the additional compliance period based on the Company’s continuing to meet the continued listing requirement for market value of publicly held shares and all other initial listing requirements of the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and the Company’s furnishing of written notice to Nasdaq of its intent to cure this deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) As previously disclosed, on September 9, 2023, the Board of Directors of the Company (the “Board”) took action to terminate Lee Trink from his position as Chief Executive Officer of the Company, effective immediately. In accordance with the Company’s Corporate Governance Guidelines, which require a terminated employee of the Company serving on the Board to tender his resignation from the Board concurrently with his or her termination as an employee, on September 10, 2023, the Board demanded that Mr. Trink tender his resignation from the Board. Since Mr. Trink failed to respond to that demand as required, Mr. Trink’s resignation from the Board is deemed tendered and accepted by the Board.

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.

	FAZE HOLDINGS INC.

Date: September 21, 2023	By:	/s/ Christoph Pachler
		Name:	Christoph Pachler
		Title:	Interim Chief Executive Officer

FaZe Holdings Inc. 8-K