GameSquare Holdings, Inc.

Previous wording

GameSquare is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare’s end-to-end platform includes Gaming Community Network (“GCN”), a digital media company focused on gaming and esports audiences, Zoned, a gaming and lifestyle marketing agency, Code Red, a UK based esports talent agency, FaZe, a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services, Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform.

Current wording

GameSquare is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare’s end-to-end platform includes Gaming Community Network (“GCN”), a digital media company focused on gaming and esports audiences, Swingman LLC dba as Zoned, a gaming and lifestyle marketing agency, Code Red Esports Ltd. (“Code Red”), a UK based esports talent agency, Click Management Pty Ltd, a Australia based gaming and esports talent agency, FaZe Holdings Inc. (“FaZe”), a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services, GameSquare Esports, (USA), Inc. dba as Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Stream Hatchet, live streaming data and analytics platform, and Sideqik a social influencer marketing platform.

Previous wording

GameSquare is also leveraging sophisticated crypto infrastructure to generate digital asset yield. GameSquare has partnered with Dialetic, a leading crypto-native asset manager, to implement an Ethereum (“ETH”) based treasury strategy. GameSquare’s ETH-focused yield generation strategy is built on top of Dialectic’s proprietary platform Medici, which applies machine learning models, automated optimization, and multi-layered risk controls to generate returns. GameSquare’s Board has approved an ETH allocation of up to $250 million, based on staged investments over time, while keeping adequate working capital for the operating business. To date, GameSquare has purchased, directly and indirectly, over $60 million ETH and NFT to support broader growth initiatives across the Company’s platform.

Current wording

GameSquare is also leveraging sophisticated crypto infrastructure with the intent to generate digital asset yield. GameSquare has partnered with Dialetic, a crypto-native asset manager, to implement an Ethereum (“ETH”) based treasury strategy. GameSquare’s ETH-focused yield generation strategy is built on top of Dialectic’s proprietary platform Medici, which applies machine learning models, automated optimization, and multi-layered risk controls to generate returns. GameSquare’s Board has approved an ETH allocation of up to $250 million, based on staged investments over time, while keeping adequate working capital for the operating business. To date, GameSquare has purchased or acquired, directly and indirectly, over $70 million ETH and other digital assets to support broader growth initiatives across the Company’s platform.

Previous wording

Sideqik, Inc. (“Sideqik”), is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators. Sideqik’s end-to-end solutions offer marketers advanced capabilities to discover influencers with demographic and content filtering; connect and message influencers; share marketing collateral such as campaign briefs, photos, logos, videos; measure reach, sentiment, and engagement across all major social media platforms; and evaluate earned media value and return on investment across the entire campaign.

Current wording

Sideqik is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators. Sideqik’s end-to-end solutions offer marketers advanced capabilities to discover influencers with demographic and content filtering; connect and message influencers; share marketing collateral such as campaign briefs, photos, logos, videos; measure reach, sentiment, and engagement across all major social media platforms; and evaluate earned media value and return on investment across the entire campaign.

Previous wording

On July 8, 2025, the Company entered into an underwriting agreement with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company issued and sold to the Underwriter pursuant to the Underwriting Agreement 4,692,866 shares of common stock, par value $0.0001 per share 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 were 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 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.

Current wording

On July 8, 2025, the Company entered into an underwriting agreement (the “July 8 Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company issued and sold to the Underwriter pursuant to the July 8 Underwriting Agreement 4,692,866 shares of common stock, par value $0.0001 per share 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 “July 8 Option”) to be sold by the Company (the “July 8 Offering”). The July 8 Offering closed on July 9, 2025. The aggregate gross proceeds to the Company from the July 8 Offering were 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 July 8 Offering. Pursuant to the July 8 Underwriting Agreement we also agreed to issue the Underwriter’s common stock purchase warrants (the “July 8 Representative’s Warrant”) to purchase shares of Common Stock equal to up to 10% of the securities sold in the July 8 Offering at an exercise price of $1.14 per share.

Previous wording

On July 9, 2025, the Underwriter fully exercised its Option pursuant to the Underwriting Agreement and purchased and exercised 1,263,157 Pre-Funded Warrants at a price of $0.9499 per Pre-Funded Warrant and at an exercise price of $0.0001 per Pre-Funded Warrant. The Underwriter’s exercise of its Option resulted in additional gross proceeds to the Company of $1,199,872.83 after deducing the underwriting discount of 7% of the price to the public.

Current wording

On July 9, 2025, the Underwriter fully exercised its July 8 Option pursuant to the July 8 Underwriting Agreement and purchased and exercised 1,263,157 Pre-Funded Warrants at a price of $0.9499 per Pre-Funded Warrant and at an exercise price of $0.0001 per Pre-Funded Warrant. The Underwriter’s exercise of its July 8 Option resulted in additional gross proceeds to the Company of $1,199,872.83 after deducing the underwriting discount of 7% of the price to the public.

Previous wording

On July 17, 2025, the Company entered into an underwriting agreement with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company issued and sold to the Underwriter pursuant to the Underwriting Agreement 46,666,667 shares of common stock, par value $0.0001 per share , at an offering price of $1.50 per Share, and granted to the Underwriter an option for the issuance and sales of up to 7,000,000 additional Shares (the “Option”) to be sold by the Company (the “Offering”). The Offering closed on July 18, 2025. The aggregate gross proceeds to the Company from the Offering were approximately $61.5 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 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 $1.80.

Current wording

On July 17, 2025, the Company entered into an underwriting agreement (the “July 17 Underwriting Agreement”) with the Underwriter, pursuant to which the Company issued and sold to the Underwriter pursuant to the July 17 Underwriting Agreement 46,666,667 shares of common stock, par value $0.0001 per share, at an offering price of $1.50 per Share, and granted to the Underwriter an option for the issuance and sales of up to 7,000,000 additional Shares (the “July 17 Option”) to be sold by the Company (the “July 17 Offering”). The July 17 Offering closed on July 18, 2025. The aggregate gross proceeds to the Company from the July 17 Offering were approximately $61.5 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 July 17 Offering. Pursuant to the July 17 Underwriting Agreement we also agreed to issue the Underwriter common stock purchase warrants (the “July 17 Representative’s Warrant”) to purchase shares of Common Stock equal to up to 10% of the securities sold in the July 17 Offering at an exercise price of $1.80 per share.

Previous wording

On July 18, 2025, the Underwriter partially exercised its Option pursuant to the Underwriting Agreement and purchased 3,500,000 Shares at a price of $1.50 per Share. The Underwriter’s partial exercise of its Option resulted in additional gross proceeds to the Company of $4,882,500 after deducting the underwriting discount of 7% of the price to the public.

Current wording

On July 18, 2025, the Underwriter partially exercised its July 17 Option pursuant to the July 17 Underwriting Agreement and purchased 3,500,000 Shares at a price of $1.50 per Share. The Underwriter’s partial exercise of its July 17 Option resulted in additional gross proceeds to the Company of $4,882,500 after deducting the underwriting discount of 7% of the price to the public.

Previous wording

On June 27, 2025, the Company entered into an At-The-Market Sales 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 relating to the offer and sale of the Shares from time to time pursuant to the At-The-Market Sales Agreement up to an aggregate amount of $9,250,000. However, on July 7, 2025, the Company delivered notice to the Agent that it was suspending and terminating the prospectus supplement, dated June 27, 2025, related to the Company’s common stock, $0.0001 par value per share, issuable pursuant to the terms of the At-The-Market Sales Agreement. The Company will not make any sales of its common stock pursuant to the At-The-Market Sales Agreement, unless and until a new prospectus or prospectus supplement is filed with the Securities and Exchange Commission.

Current wording

On June 27, 2025, the Company entered into an At-The-Market Sales 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 (the “ATM Shares”). On June 27, 2025, the Company filed a prospectus supplement relating to the offer and sale of the ATM Shares from time to time pursuant to the At-The-Market Sales Agreement up to an aggregate amount of $9,250,000. However, on July 7, 2025, the Company delivered notice to the Agent that it was suspending and terminating the prospectus supplement, dated June 27, 2025, related to the Common Stock issuable pursuant to the terms of the At-The-Market Sales Agreement. The Company will not make any sales of its Common Stock pursuant to the At-The-Market Sales Agreement, unless and until a new prospectus or prospectus supplement is filed with the Securities and Exchange Commission.

Previous wording

On July 23, 2025, the board of directors of the Company approved a Certificate of Designation of Series A-1 Convertible Preferred Stock of the Company (the “Certificate of Designation”) establishing the rights, preferences, powers, restrictions and limitations of the Company’s newly authorized 3,433.33 shares of the Series A-1 Preferred Stock. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on July 24, 2025, and became effective upon filing.

Current wording

On July 23, 2025, the board of directors of the Company approved a Certificate of Designation of Series A-1 Convertible Preferred Stock of the Company (the “Certificate of Designation”) establishing the rights, preferences, powers, restrictions and limitations of the Company’s newly authorized 3,433.33 shares of the Series A-1 Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on July 24, 2025, and became effective upon filing.

Previous wording

On July 24, 2025, the Company entered into a Subscription Agreement with Robert Leshner (“Subscriber”), pursuant to which Subscriber purchased from the Company 3,433.33 shares of Series A-1 Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series A-1 Preferred Stock”), in consideration for that certain Crypto Punk 5577 non-fungible token, which has been deemed to have a fair market value of $5,149,995.00 (the “Issuance”). Each share of Series A-1 Preferred Stock was issued at a price of $1,500 per share and automatically converts, at a fixed ratio to 1,000 shares of common stock of the Company, par value $0.0001 per share, resulting in an effective conversion price of $1.50 per share.

Current wording

On July 24, 2025, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Robert Leshner (“Subscriber”), pursuant to which Subscriber purchased from the Company 3,433.33 shares of Series A-1 Convertible Preferred Stock, in consideration for that certain Crypto Punk 5577 non-fungible token, which has been deemed to have a fair market value of $5,149,995 (the “Issuance”). Each share of Series A-1 Preferred Stock was issued at a price of $1,500 per share and automatically converts, at a fixed ratio to 1,000 shares of common stock of the Company, par value $0.0001 per share, resulting in an effective conversion price of $1.50 per share.

Previous wording

On August 1, 2025, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may purchase shares of common stock, par value $0.0001 per share up to $5,000,000 worth of Common Stock. Under the repurchase program, GameSquare may purchase shares of its Common Stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including, among other factors, stock price, trading volume, market conditions and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. Repurchases under this program will be funded from the Company’s surplus cash and cash equivalents or future cash flow generated by its Ethereum yield strategy.

Current wording

On August 1, 2025, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may purchase up to $5,000,000 of shares of Common Stock . Under the repurchase program, GameSquare may purchase shares of its Common Stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including, among other factors, stock price, trading volume, market conditions and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. Repurchases under this program will be funded from the Company’s surplus cash and cash equivalents or future cash flow generated by its Ethereum yield strategy. We did not make any purchases of shares under the repurchase program during the three months ended September 30, 2025.

Previous wording

As previously disclosed, on November 13, 2024, the Company and Gigamoon entered into a senior secured convertible promissory note in the principal amount of $10 million (the “Gigamoon CD”). On April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

Current wording

As previously disclosed, on November 13, 2024, the Company and Gigamoon entered into a senior secured convertible promissory note in the principal amount of $10 million (the “Gigamoon CD”). Subsequently, on April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

Previous wording

Subsequent to June 30, 2025, the Company paid $2.1 million, principal and accrued interest, to pay down the Blue & Silver promissory note in full.

Current wording

In July 2025, the Company paid $2.1 million, principal and accrued interest, to pay down the Blue & Silver promissory note in full.

Previous wording

On January 2, 2025, the Company announced that it has extinguished its outstanding convertible note and standby equity purchase agreement with Yorkville Advisors Global L.P. (“Yorkville”). Under the strategic transaction, GameSquare has issued a zero-coupon, 60-day promissory note to Yorkville associated with a prepayment penalty of $0.8 million. Additionally, all shares previously owned by Yorkville, were purchased by outside investors in block transactions that occurred on January 21, 2025.

Current wording

On January 2, 2025, the Company announced that it has extinguished its outstanding convertible note and standby equity purchase agreement with Yorkville Advisors Global L.P. (“Yorkville”). Under the strategic transaction, GameSquare has issued a zero-coupon, 60-day promissory note to Yorkville associated with a prepayment penalty of $0.8 million. Additionally, all shares previously owned by Yorkville, were purchased by outside investors in block transactions that occurred on January 21, 2025. In July 2025, the Company paid the balance due under the promissory note.

Previous wording

On April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

Current wording

Subsequently, on April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

Previous wording

GameSquare is pursuing organic growth opportunities, as well as M&A growth opportunities. From August 2020 to June 2025, the Company has completed five acquisitions and divested three non-core assets. GameSquare’s organic growth strategy focuses on growing audience and reach within its digital agencies, media network, and teams segments. GameSquare’s digital agencies, teams, and services segments serve the gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships. The digital agency industry is highly fragmented, and these businesses are generally characterized by high revenue growth with healthy earnings before income, taxes, depreciation and amortization margins, which management believes positions the Company well for sustainable growth through organic efforts and presents significant opportunities to grow through accretive acquisitions.

Current wording

GameSquare is pursuing organic growth opportunities, as well as M&A growth opportunities. From August 2020 to September 2025, the Company has completed six acquisitions and divested three non-core assets. GameSquare’s organic growth strategy focuses on growing audience and reach within its operating segments. GameSquare’s digital agencies, owned and operated IP, and SaaS segments serve the gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships. The digital agency industry is highly fragmented, and these businesses are generally characterized by high revenue growth with healthy earnings before income, taxes, depreciation and amortization margins, which management believes positions the Company well for sustainable growth through organic efforts and presents significant opportunities to grow through accretive acquisitions.

Previous wording

The Company believes enterprise growth may come as a result of synergistic approaches to combining the strengths of its multiple SaaS companies that it can present as a unified offering to the market.

Current wording

The Company believes enterprise growth may come as a result of synergistic approaches to combining the strengths of its SaaS companies that it can present as a unified offering to the market.

Previous wording

The following is a summary of the Company’s financial performance highlights for the three and six months ended June 30, 2025 and 2024. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.

Current wording

The following is a summary of the Company’s financial performance highlights for the three and nine months ended September 30, 2025 and 2024. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.

Previous wording

The following table summarizes our results of operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. FaZe Media is now reported in discontinued operations, historical results of operations of FaZe Media are netted in discontinued operations within the below figures.

Current wording

The following table summarizes our results of operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. FaZe Media and Frankly are now reported in discontinued operations. Historical results of operations of FaZe Media and Frankly are netted in discontinued operations within the below figures.

Previous wording

The following tables disaggregate revenue by revenue stream and geographic region for the three and six months ended June 30, 2025, and 2024. FaZe Media is now reported in discontinued operations, and therefore not included in the below figures.

Current wording

The following tables disaggregate revenue by revenue stream and geographic region for the three and nine months ended September 30, 2025 and 2024. FaZe Media and Frankly are now reported in discontinued operations, and therefore not included in the below figures.

Previous wording

Teams revenue for the six months ended June 30, 2025, was $4.9 million, in comparison to $2.9 million for the same period in 2024. The increase was primarily related to the acquisition of FaZe on March 7, 2024 and FaZe Esports not being a full six months in the prior year period.

Current wording

Owned and operated IP revenue for the nine months ended September 30, 2025, was $8.6 million, in comparison to $7.7 million for the same period in 2024. The increase was primarily related to the acquisition of FaZe on March 7, 2024 and FaZe Esports not being a full nine months in the prior year period.

Previous wording

Cost of sales for the six months ended June 30, 2025, was $24.8 million, in comparison to $28.8 million for the same period in 2024. The decrease was primarily related to the decrease in revenue discussed above, and varying margins of the Company product mix.

Current wording

Cost of revenue for the nine months ended September 30, 2025, was $15.5 million, in comparison to $12.4 million for the same period in 2024. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.

Previous wording

Research and development expenses for the six months ended June 30, 2025, was $1.1 million, in comparison to $1.2 million for the same period in 2024. The variance between the periods was not significant.

Current wording

Research and development expenses for the nine months ended September 30, 2025, was $1.5 million, in comparison to $1.4 million for the same period in 2024. The variance between the periods was not significant.

Previous wording

Depreciation and amortization for the six months ended June 30, 2025, was $0.6 million, in comparison to $1.2 million for the same period in 2024. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization as compared to the same period in the prior year.

Current wording

Depreciation and amortization for the nine months ended September 30, 2025, was $0.7 million, in comparison to $1.0 million for the same period in 2024. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization as compared to the same prior year period.

Previous wording

Restructuring charges for the three months ended June 30, 2025, were $0.2 million, in comparison to $0 for the same period in 2024. The increase was primarily related to continued efforts made by the Company to reduce operating expenses during the second half of 2024 and first half of 2025, primarily through reductions in headcount, technology expenses and other overhead, which lead to additional restructuring costs.

Current wording

Restructuring charges for the nine months ended September 30, 2025, were $(0.8) million, in comparison to $0.3 million for the same period in 2024. The decrease was due to initiative the Company started in the third quarter of 2025 to write off significantly aged AP (three + years) relating to discontinued operations and services, wherein the local statute of limitations has expired for legal recourse by the vendor. This was partially offset by increases related to continued efforts made by the Company to reduce operating expenses during the second half of 2024 and 2025, primarily through reductions in headcount, technology expenses and other overhead.

Previous wording

Other operating expenses for the six months ended June 30, 2025, was $1.3 million, in comparison to $2.1 million for the same period in 2024. Other operating expenses between the quarters consisted primarily of transaction related expenses. The Company incurred transaction costs in the 2025 period connected to the disposal of Faze Media Inc. on April 1, 2025, in addition to a couple of M&A opportunities that were pursued during the quarter but ultimately did not sign. The 2024 period included transaction costs related to the acquisition of FaZe and disposal of Complexity and Frankly Media assets.

Current wording

Other operating expenses for the nine months ended September 30, 2025, was $2.4 million, in comparison to $3.4 million for the same period in 2024. Other operating expenses between the quarters consisted primarily of transaction related expenses. The Company incurred transaction costs in the 2025 period connected to the disposal of Faze Media Inc. on April 1, 2025 and acquisition of Click on September 11, 2025, in addition to a couple of M&A opportunities that were pursued during the current period but ultimately did not sign. The 2024 period included transaction costs related to the acquisition of FaZe and disposal of Complexity and Frankly Media assets.

Previous wording

Interest expense income (expense), net for the three months ended June 30, 2025, was $45 thousand, in comparison to $(0.2) million for the same period in 2024. The decrease in interest expense, net was due to interest income on the promissory notes from the disposal of Complexity on March 1, 2024 and Frankly Media assets on May 31, 2024. The 2024 period only had one month interest income on the Frankly Media promissory note. In addition, the Company’s average interest bearing debt balance has declined between the two periods.

Current wording

Interest (income) expense, net for the nine months ended September 30, 2025, was $0.3 million, in comparison to $(17) thousand for the same period in 2024. The decrease in expense, net was due to interest income on the promissory notes from the disposal of Complexity on March 1, 2024. The 2024 period only had seven months of interest income on the Complexity promissory note. In addition, the Company’s average interest bearing debt balance has declined between the two periods.

Previous wording

Change in fair value of convertible debt income (expense) for the six months ended June 30, 2025, was $0.3 million, in comparison to $0.4 million for the same period in 2024. The variance between the periods was not significant.

Current wording

Change in fair value of convertible debt income (expense) for the nine months ended September 30, 2025, was $0.3 million, in comparison to $0.4 million for the same period in 2024. The variance between the periods was not significant.

Previous wording

Change in fair value of warrant liability income (expense) for the six months ended June 30, 2025, was $(12) thousand, in comparison to $53 thousand for the same period in 2024. The variance between the periods was not significant.

Current wording

Change in fair value of warrant liability income (expense) for the nine months ended September 30, 2025, was $7 thousand, in comparison to $79 thousand for the same period in 2024. The variance between the periods was not significant.

Previous wording

Arbitration settlement reserve income (expense) for the six months ended June 30, 2025, was $(10) thousand, in comparison to $0.1 million for the same period in 2024. The variance between the periods was not significant.

Current wording

Arbitration settlement reserve income (expense) for the nine months ended September 30, 2025, was $35 thousand, in comparison to $252 thousand for the same period in 2024. The variance between the periods was not significant.

Previous wording

Cost of sales for the three months ended June 30, 2025, was $13.4 million, in comparison to $15.3 million for the same period in 2024. The decrease was primarily related to the decrease in revenue discussed above, and varying margins of the Company product mix.

Current wording

Cost of revenue for the three months ended September 30, 2025, was $5.7 million, in comparison to $5.1 million for the same period in 2024. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.

Previous wording

Selling and marketing expenses for the three months ended June 30, 2025, was $1.5 million, in comparison to $1.6 million for the same period in 2024. The decrease was primarily related to continued efforts made by the Company to reduce operating expenses during the second half of 2024 and first half of 2025, primarily through reductions in headcount, technology expenses and other overhead.

Current wording

Selling and marketing expenses for the three months ended September 30, 2025, was $1.5 million, in comparison to $1.2 million for the same period in 2024. The variance between the periods was not significant.

Previous wording

Research and development expenses for the three months ended June 30, 2025, was $0.6 million, in comparison to $0.6 million for the same period in 2024. The variance between the periods was not significant.

Current wording

Research and development expenses for the three months ended September 30, 2025, was $0.5 million, in comparison to $0.5 million for the same period in 2024. The variance between the periods was not significant.

Previous wording

Depreciation and amortization for the three months ended June 30, 2025, was $0.3 million, in comparison to $0.6 million for the same period in 2024. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization as compared to the same period in the prior year.

Current wording

Depreciation and amortization for the three months ended September 30, 2025, was $0.3 million, in comparison to $0.4 million for the same period in 2024. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization as compared to the same period in the prior year.

Previous wording

Change in fair value of convertible debt income (expense) for the three months ended June 30, 2025, was $(6) thousand, in comparison to $0.6 million for the same period in 2024. The income in the 2024 period was due to additional decline in our share price, reducing the fair value of the conversion feature on the convertible debt outstanding.

Current wording

Change in fair value of convertible debt income (expense) for the three months ended September 30, 2025, was $(38) thousand, in comparison to $(99) thousand for the same period in 2024. The variance between the periods was not significant.

Previous wording

Change in fair value of warrant liability income (expense) for the three months ended June 30, 2025, was $(18) thousand, in comparison to $16 thousand for the same period in 2024. The variance between the periods was not significant.

Current wording

Change in fair value of warrant liability income (expense) for the three months ended September 30, 2025, was $20 thousand, in comparison to $26 thousand for the same period in 2024. The variance between the periods was not significant.

Previous wording

Arbitration settlement reserve income (expense) for the three months ended June 30, 2025, was $(66) thousand, in comparison to $44 thousand for the same period in 2024. The variance between the periods was not significant.

Current wording

Arbitration settlement reserve income (expense) for the three months ended September 30, 2025, was $46 thousand, in comparison to $114 thousand for the same period in 2024. The variance between the periods was not significant.

Previous wording

This MD&A contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not recognized under accounting principles generally accepted in the United States of America (“GAAP”) and do not have a standardized meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.

Current wording

This Report contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not recognized under accounting principles generally accepted in the United States of America (“GAAP”) and do not have a standardized meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.

Previous wording

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in an accumulated deficit of $130.3 million as of June 30, 2025 ($122.2 million as of December 31, 2024). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute its business strategy or be successful in future financing activities. As of June 30, 2025, the Company had a working capital deficiency of $27.6 million (as of December 31, 2024, a working capital deficiency of $18.3 million) which is comprised of current assets less current liabilities.

Current wording

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in an accumulated deficit of $131.2 million as of September 30, 2025 ($122.2 million as of December 31, 2024). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute its business strategy or be successful in future financing activities. As of September 30, 2025, the Company had a working capital deficiency of $14.1 million (as of December 31, 2024, a working capital deficiency of $18.3 million) which is comprised of current assets less current liabilities.

Previous wording

As of June 30, 2025, cash and restricted cash totaled $6.5 million, compared to $13.1 million as of December 31, 2024.

Current wording

As of September 30, 2025, cash and restricted cash totaled $7.5 million, compared to $13.1 million as of December 31, 2024.