GameSquare Holdings, Inc. 8-K

What Happened

• On February 20, 2026 GameSquare Holdings, Inc. (through its indirect wholly‑owned subsidiary TubeBuddy, Inc.) entered an Asset Purchase Agreement to buy substantially all assets (and certain liabilities) of Ben Group, Inc. and TubeBuddy, LLC related to the TubeBuddy software (SEO, bulk processing, workflow tools for social media/content creators). As consideration, GameSquare issued 5,000,000 newly designated Series A-2 Convertible Preferred Shares to the sellers. The Company filed the Certificate of Designation for the Series A-2 Preferred on February 20, 2026 and announced the transaction by press release on February 23, 2026.

Key Details

• Consideration: 5,000,000 shares of Series A-2 Convertible Preferred Stock (initial liquidation value $1.00/share); each share converts automatically to one share of common stock upon shareholder approval.
• Shareholder approval and timing: GameSquare must file a preliminary proxy by April 30, 2026 and hold a stockholder meeting to approve an increase in authorized common shares no later than 120 days after closing; Shareholder Approval Deadline is Sept 30, 2026.
• Cash fallback and deferred payment mechanics: If shareholder approval is not obtained by Sept 30, 2026, GameSquare must pay $3,500,000 plus accrued interest ( $2,350,000 due within five business days of the deadline; $1,150,000 due within five business days after the 18‑month anniversary). Additional deferred cash may be owed if the 18‑month VWAP (on a converted basis) is below $0.70, subject to offsets and exceptions.
• Voting, seniority and resale: Each Series A-2 share carries voting power equal to 3.86 common shares (capped so it does not exceed 19.99% of outstanding common). The Series A-2 ranks senior to common (parity with Series A-1). The Company granted registration rights (demand and piggyback) covering the Converted Shares.

Why It Matters

• The deal brings TubeBuddy’s software assets into GameSquare’s portfolio, potentially expanding its creator‑tooling capabilities. For investors, the key effects are issuance of 5 million preferred shares that convert to common upon shareholder approval (which requires a vote to increase authorized common shares), potential dilution if converted, and a contingent cash obligation of $3.5M plus possible additional deferred payments tied to the post‑closing market price. Registration rights mean holders can seek resale registration after specified periods. These are material corporate and capital‑structure changes that shareholders will be asked to approve.