GameSquare Holdings Raises $8.56M In Offering Of 4,692,866 Shares And 3,728,188 Pre-Funded Warrants At $0.95 Each

On July 8, 2025, GameSquare Holdings, Inc., a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Lucid Capital Markets, LLC (the "Underwriter") pursuant to which the Company will issue and sell to the Underwriter pursuant to the Underwriting Agreement 4,692,866 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") and 3,728,188 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $0.0001, the "Pre-Funded Warrant") to purchase shares of Common Stock, at an offering price of $0.95 per Share (or $0.9499 per Pre-Funded Warrant), and grant to the Underwriter an option for the issuance and sales of up to 1,263,157 additional Shares or Pre-Funded Warrants (the "Option") to be sold by the Company (the "Offering"). The Offering closed on July 9, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $8.56 million, after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement we have also agreed to issue the Underwriter's common stock purchase warrants (the "Representative's Warrant") to purchase up to 10% of the securities sold in the Offering at an exercise price of $1.14.

 

The Company expects to use the net proceeds from the Offering for general corporate purposes including, without limitation, strategic investments, mergers and acquisitions of companies, businesses, or assets; acquisitions of cryptocurrencies; the development and implementation of a cryptocurrency treasury strategy; and general working capital and operational expenditures.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Underwriter, customary conditions to closing, and customary indemnification obligations of the Company.

 

Each of the Pre-Funded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per Pre-Funded Warrant, immediately exercisable, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. The holder's ability to exercise its Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.