GameSquare Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
GAME$2.58+3.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023145
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037832
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 218 previous paragraphs and 260 current paragraphs.
176 unchanged; 34 reworded; 35 added; 8 removed; 0 previous and 15 current paragraphs rearranged.
Tables are not compared: 7 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
As of June 18, 2026, the Series A-1 and Series A-2 preferred stock were automatically converted into 3,433,000 and 5 million shares of common stock, respectively, upon successful shareholder vote to expand the Company’s authorized common stock from 100 million to 500 million.
Current report
In April 2026, the Company’s Board of Directors authorized an increase in its stock repurchase program from $5 million to $15 million.
Current report
Officer Grants
Current report
On July 10, 2026, the Company granted to Justin Kenna, the Company's Chief Executive Officer, a one-time option award to purchase 150,000 shares of the Company's common stock pursuant to his employment agreement. The option vested in full on the grant date.
Current report
On July 10, 2026, the Company granted to its Chief Operating Officer a discretionary award of 50,000 restricted stock units under the Company’s 2024 Stock Incentive Plan. The award vested in full on the grant date and was settled through the issuance of 50,000 shares of common stock on July 10, 2026.
Current report
On July 10, 2026, the Company granted option awards to Justin Kenna and Michael Munoz covering 1,045,712 shares and 301,249 shares, respectively, under the Company's 2024 Stock Incentive Plan. As previously disclosed, option awards covering the same number of underlying shares had been reported in prior Forms 4 and Forms 4/A; however, those awards were not validly issued. Accordingly, the July 10, 2026 awards constitute new grants and do not represent the reinstatement or reissuance of previously reported awards. Sixty-two and one-half percent (62.5%) of each award vested on July 10, 2026, and the remaining 37.5% vests on July 10, 2027, subject to continued service.
Current report
As of June 18, 2026, the Series A-1 and Series A-2 preferred stock were automatically converted into 3,433,000 and 5 million shares of common stock, respectively, upon successful shareholder vote to expand the Company’s authorized common stock from 100 million to 500 million.
Current report
Six months ended June 30, 2026 and 2025
Current report
Owned and operated IP revenue for the six months ended June 30, 2026, was $5.4 million, in comparison to $4.9 million for the same period in 2025. The variance between the periods was not significant.
Current report
Agency revenue for the six months ended June 30, 2026, was $22.5 million, in comparison to $8.1 million for the same period in 2025. The increase was primarily related our acquisition of Click, and a large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Current report
SaaS and managed services revenue for the six months ended June 30, 2026, was $5.2 million, in comparison to $2.2 million for the same period in 2025. The increase was primarily due to the acquisition of TubeBuddy, which contributed approximately $2.9 million in revenue to the period from February 21, 2026 to June 30, 2026.
Current report
Research and development expenses for the six months ended June 30, 2026, was $1.3 million, in comparison to $1.3 million for the same period in 2025. The variance between the periods was not significant.
Current report
Arbitration settlement reserve income (expense) for the six months ended June 30, 2026, was $(12) thousand, in comparison to $(11) thousand for the same period in 2025. The variance between the periods was not significant.
Current report
Yield on digital assets
Current report
Other income (expense), net for the six months ended June 30, 2026, was $174 thousand, in comparison to $131 thousand for the same period in 2025. The variance between the periods was not significant.
Current report
Owned and operated IP Revenue
Current report
Owned and operated IP revenue for the three months ended June 30, 2026, was $2.4 million, in comparison to $1.8 million for the same period in 2025. The variance between the periods was not significant.
Current report
Agency Revenue
Current report
SaaS and managed services
Current report
Cost of Revenue
Current report
Operating expenses
Current report
General and administrative
Current report
Selling and marketing
Current report
Research and development
Current report
Depreciation and amortization
Current report
Contract exit costs
Current report
Other operating expenses
Current report
Other operating expenses for the three months ended June 30, 2026, were $1.9 million, in comparison to $0.5 million for the same period in 2025. Other operating expenses between the quarters consisted primarily of change in fair value of contingent consideration from the Click and TubeBuddy acquisitions. The current year period included $1.4 million in change in fair value of contingent consideration and no related costs in the prior year period.
Current report
Other income and expenses
Current report
Interest income (expense), net
Current report
Arbitration settlement reserve
Current report
Yield on digital assets
Current report
Other income (expense), net
Current report
Other income (expense), net for the three months ended June 30, 2026, was $177 thousand, in comparison to $204 thousand for the same period in 2025. The variance between the periods was not significant.
Current report
Net income (loss) from discontinued operations for the three months ended June 30, 2026, was $(39) thousand, in comparison to $1.0 million for the same period in 2025. The historical results of Frankly and FaZe Media are included in discontinued operations, with very minor ongoing expense related to Frankly in the 2026 period. Further, the 2025 period included a $3.0 million gain on disposal of subsidiary (FaZe Media).
Removed paragraphs (8)
Previous report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report
GameSquare is primarily engaged in the business described above. However, as a secondary strategy, GameSquare is also leveraging sophisticated crypto infrastructure with the intent to generate digital asset yield. GameSquare has partnered with Dialectic, a crypto-native asset manager, to implement an 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 based treasury and cash management strategy 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, approximately $63 million ETH and other digital assets, excluding NFTs, to support broader growth initiatives across the Company’s platform. During the three months ending March 31, 2026, the Company sold $0.7 million in digital assets and exchanged $0.4 million of NFTs for digital assets. As of March 31, 2026, the total fair market value of the Company’s digital assets, including fair value of ETH in its investment with Dialectic, amounted to $33.5 million.
Previous report
In April 2026, the Company expanded its borrowings under ETH-backed promissory notes from $9.5 million to $11.1 million. The Company intends to extend the terms of the underlying borrowings until the price of ETH returns to levels that exceed the Company’s average cost per ETH.
Previous report
Revenue
Previous report
Revenue
Previous report
Owned and operated IP revenue for the three months ended March 31, 2026, was $3.0 million, in comparison to $3.1 million for the same period in 2025. The variance between the periods was not significant.
Previous report
Yield
Previous report
Other income (expense), net for the three months ended March 31, 2026, was $(3) thousand, in comparison to $(73) thousand for the same period in 2025. The variance between the periods was not significant.
Reworded paragraphs (34)
Previous wording
The Asset Purchase Agreement also provides for deferred consideration upon the occurrence of certain events. Under the Asset Purchase Agreement, in the event the volume weighted average per share price of the Series A-2 Preferred Stock on a one-to-one as-converted basis to Common Stock for the 30 trading days preceding the date that is 18 months after closing of the Transaction is less than $0.70 per share, after accounting for changes in the Series A-2 Preferred Stock (on such as-converted basis) by way of stock split, stock dividend, combination, reclassification, or similar event, or through merger, consolidation, reorganization, recapitalization or business combination, Seller shall be entitled to additional cash consideration (the “Deferred Cash Consideration”). Such Deferred Cash Consideration shall be equal to (a) the product of (i) 5,000,000 multiplied by (ii) the absolute value of the dollar amount by which such calculation in the previous sentence is less than $0.70, minus (b) any proceeds received by Seller from the sale of the Series A-2 Preferred Stock prior to the date that is 18 months after closing (the “Deferred Cash Consideration Date”). However, no Deferred Cash Consideration shall be owed if, prior to the Deferred Cash Consideration Date and after the Series A-2 Preferred Stock are converted into shares of Common Stock (the “Converted Shares”), the (x) closing price of the Converted Shares is greater than $0.70 per share for ten consecutive trading days or 20 total trading days subsequent to the date such Converted Shares are no longer subject to any trading restrictions to the holder of such shares under Rule 144 of the Securities Act, or (y) the Seller or its affiliates sells any of such shares prior the Deferred Cash Consideration Date for aggregate gross proceeds in excess of $3,500,000.
Current wording
The Asset Purchase Agreement also provides for deferred consideration upon the occurrence of certain events. Under the Asset Purchase Agreement, in the event the volume weighted average per share price of the Series A-2 Preferred Stock on a one-to-one as-converted basis to Common Stock for the 30 trading days preceding the date that is 18 months after closing of the Transaction is less than $0.70 per share, after accounting for changes in the Series A-2 Preferred Stock (on such as-converted basis) by way of stock split, stock dividend, combination, reclassification, or similar event, or through merger, consolidation, reorganization, recapitalization or business combination, Seller shall be entitled to additional cash consideration (the “Deferred Cash Consideration”). Such Deferred Cash Consideration shall be equal to (a) the product of (i) 5,000,000 multiplied by (ii) the absolute value of the dollar amount by which such calculation in the previous sentence is less than $0.70, minus (b) any proceeds received by Seller from the sale of the Series A-2 Preferred Stock prior to the date that is 18 months after closing (the “Deferred Cash Consideration Date”). However, no Deferred Cash Consideration shall be owed if, prior to the Deferred Cash Consideration Date and after the Series A-2 Preferred Stock are converted into shares of Common Stock (the “Converted Shares”), the (x) closing price of the Converted Shares is greater than $0.70 per share for ten consecutive trading days or 20 total trading days subsequent to the date such Converted Shares are no longer subject to any trading restrictions to the holder of such shares under Rule 144 of the Securities Act, or (y) the Seller or its affiliates sells any of such shares prior to the Deferred Cash Consideration Date for aggregate gross proceeds in excess of $3,500,000.
Previous wording
As of March 31, 2026, the Company had repurchased 5,058,590 common shares at a total cost of $2.5 million under this program. Subsequent to March 31, 2026, the Company acquired an additional 2,291,000 common shares at a total cost of $1.0 million. Following these transactions, the Company has $11.5 million remaining under its current authorization. Consistent with its capital allocation priorities, GameSquare intends to continue using funds generated by its treasury strategy to opportunistically repurchase its common stock.
Current wording
As of June 30, 2026, the Company had repurchased 7,844,590 common shares at a total cost of $3.8 million under this program. Subsequent to June 30, 2026, the Company acquired an additional 1,042,665 common shares at a total cost of $0.4 million. Following these transactions, the Company has $10.8 million remaining under its current authorization. Consistent with its capital allocation priorities, GameSquare intends to continue using funds generated by its treasury strategy to opportunistically repurchase its common stock.
Previous wording
As of March 31, 2026 the Company had $9.5 million of outstanding borrowings under ETH-backed promissory notes, which were collateralized by 6,958.15 ETH with a fair value of $14.6 million, resulting in a collateral coverage ratio of approximately 154%.
Current wording
As of June 30, 2026, the Company had $12.1 million of outstanding borrowings under ETH-backed promissory notes, which were collateralized by 11,319.65 ETH with a fair value of $17.8 million, resulting in a collateral coverage ratio of approximately 147%. There has been no changes to the amount outstanding under ETH backed loans subsequent to June 30, 2026.
Previous wording
The following is a summary of the Company’s financial performance highlights for the three months ended March 31, 2026 and 2025. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by reportable segment.
Current wording
The following is a summary of the Company’s financial performance highlights for the three and six months ended June 30, 2026 and 2025. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by reportable segment.
Previous wording
The following table summarizes our results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Historical results of operations of FaZe Media and Frankly are netted in discontinued operations within the below figures.
Current wording
The following table summarizes our results of operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. 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 reportable segment and geographic region for the three months ended March 31, 2026 and 2025. FaZe Media and Frankly are reported in discontinued operations, and therefore not included in the below figures.
Current wording
The following tables disaggregate revenue by reportable segment and geographic region for the three and six months ended June 30, 2026 and 2025. FaZe Media and Frankly are reported in discontinued operations, and therefore not included in the below figures.
Previous wording
Contract exit costs for the three months ended March 31, 2026, were $0.2 million, in comparison to $0.6 million for the same period in 2025. The decrease was due to less exit activities undertaken in the current year period. As it relates to the acquisition of TubeBuddy, any employee or vendor contract exits were done prior to closing, and did not impact the income statement post-closing.
Current wording
Contract exit costs for the six months ended June 30, 2026, were $0.2 million, in comparison to $0.7 million for the same period in 2025. The decrease was due to less exit activities undertaken in the current year period. As it relates to the acquisition of TubeBuddy, any employee or vendor contract exits were done prior to closing, and did not impact the income statement post-closing.
Previous wording
Other operating expenses for the three months ended March 31, 2026, were $1.2 million, in comparison to $0.7 million for the same period in 2025. Other operating expenses between the quarters consisted primarily of transaction-related expenses. The current year period included the costs related to the acquisition of TubeBuddy as compared to the disposal of Faze Media in the prior year period, which was less costly.
Current wording
Other operating expenses for the six months ended June 30, 2026, were $3.1 million, in comparison to $1.3 million for the same period in 2025. Other operating expenses between the quarters consisted primarily of transaction-related expenses and change in fair value of contingent consideration from the Click and TubeBuddy acquisitions. The current year period included the costs related to the acquisition of TubeBuddy as compared to the disposal of FaZe Media in the prior year period, which was less costly. Further, there was $1.4 million in change in fair value of contingent consideration in the current period and no related costs in the prior year period.
Previous wording
Change in fair value of convertible debt income (expense) for the three months ended March 31, 2026, was $0, in comparison to $0.3 million for the same period in 2025. The Company had no convertible debt outstanding in the current year period.
Current wording
Change in fair value of convertible debt income (expense) for the six months ended June 30, 2026, was $0, in comparison to $0.3 million for the same period in 2025. The Company had no convertible debt outstanding in the current year period.
Previous wording
Net income (loss) from discontinued operations for the three months ended March 31, 2026, was $(94) thousand, in comparison to $(3.4) million for the same period in 2025. The historical results of Frankly and Faze Media are included in discontinued operations.
Current wording
Net income (loss) from discontinued operations for the six months ended June 30, 2026, was $(133) thousand, in comparison to $(2.4) million for the same period in 2025. The historical results of Frankly and FaZe Media are included in discontinued operations, with very minor ongoing expense related to Frankly in the 2026 period.
Previous wording
Revenues for the three months ended March 31, 2026, were $14.5 million, in comparison to $7.4 million for the same period in 2025. The increase was primarily related to increases in our Agency and SaaS and managed services reportable segments driven by our acquisitions of Click and TubeBuddy, and large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Current wording
Revenues for the three months ended June 30, 2026, were $18.5 million, in comparison to $7.8 million for the same period in 2025. The increase was primarily related to increases in our Agency and SaaS and managed services reportable segments driven by our acquisitions of Click and TubeBuddy, and a large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Previous wording
Agency revenue for the three months ended March 31, 2026, was $9.5 million, in comparison to $3.3 million for the same period in 2025. The increase was primarily related our acquisition of Click, and large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Current wording
Agency revenue for the three months ended June 30, 2026, was $13.0 million, in comparison to $4.9 million for the same period in 2025. The increase was primarily related our acquisition of Click, and a large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Previous wording
SaaS and management services revenue for the three months ended March 31, 2026, was $2.1 million, in comparison to $1.1 million for the same period in 2025. The increase was primarily due to the acquisition of TubeBuddy, which contributed approximately $0.9 million in revenue to the first quarter of 2026 covering the period February 21, 2026 to March 31, 2026.
Current wording
SaaS and managed services revenue for the three months ended June 30, 2026, was $3.1 million, in comparison to $1.1 million for the same period in 2025. The increase was primarily due to the acquisition of TubeBuddy, which contributed approximately $2.0 million in revenue to the period from April 1, 2026 to June 30, 2026.
Previous wording
Cost of revenue for the three months ended March 31, 2026, was $8.9 million, in comparison to $4.3 million for the same period in 2025. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.
Current wording
Cost of revenue for the three months ended June 30, 2026, was $9.4 million, in comparison to $5.5 million for the same period in 2025. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.
Previous wording
General and administrative expenses for the three months ended March 31, 2026, were $4.4 million, in comparison to $3.7 million for the same period in 2025. The increase was partially due to $0.5 million in stock based compensation recorded during the current period from new RSU grants to employees and officers, in addition to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period.
Current wording
General and administrative expenses for the three months ended June 30, 2026, were $5.2 million, in comparison to $3.6 million for the same period in 2025. The increase was partially due to $0.3 million in stock based compensation recorded during the current period from new RSU and option grants to employees and officers, in addition to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period.
Previous wording
Selling and marketing expenses for the three months ended March 31, 2026, was $2.1 million, in comparison to $1.3 million for the same period in 2025. The increase was due to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period in addition to expansion of the sales and marketing headcount within the other business units in the group.
Current wording
Selling and marketing expenses for the three months ended June 30, 2026, was $2.4 million, in comparison to $1.4 million for the same period in 2025. The increase was due to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period in addition to expansion of the sales and marketing headcount within the other business units in the group.
Previous wording
Research and development expenses for the three months ended March 31, 2026, was $0.6 million, in comparison to $0.6 million for the same period in 2025. The variance between the periods was not significant.
Current wording
Research and development expenses for the three months ended June 30, 2026, was $0.7 million, in comparison to $0.7 million for the same period in 2025. The variance between the periods was not significant.
Previous wording
Depreciation and amortization for the three months ended March 31, 2026, was $0.4 million, in comparison to $0.2 million for the same period in 2025. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization. The current period included amortization expense in connection with definite-lived intangibles acquired in the Click and TubeBuddy acquisitions.
Current wording
Depreciation and amortization for the three months ended June 30, 2026, was $0.5 million, in comparison to $0.3 million for the same period in 2025. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization. The current period included amortization expense in connection with definite-lived intangibles acquired in the Click and TubeBuddy acquisitions.
Previous wording
Interest income (expense), net for the three months ended March 31, 2026, was $(0.3) million, in comparison to $27 thousand for the same period in 2025. The prior year period included interest income on promissory notes from past deals related to the sale of Complexity and Frankly Media assets.
Current wording
Interest income (expense), net for the three months ended June 30, 2026, was $(0.3) million, in comparison to $0.1 million for the same period in 2025. The prior year period included interest income on promissory notes from past deals related to the sale of Complexity and Frankly Media assets.
Previous wording
Change in fair value of warrant liability income (expense) for the three months ended March 31, 2026, was $0.7 million, in comparison to $5 thousand for the same period in 2025. After completion of the July 18, 2025 registered offering, the Company no longer had sufficient unissued authorized common shares available to cover all outstanding USD denominated warrants. These warrants were previously equity classified, but were reclassified to warrant liability on July 18, 2025 due to reasons noted above. The large change in warrant liability income in the current year period was due to change in fair value of these warrants, driven by the decline in the Company’s common share price during the period.
Current wording
Change in fair value of warrant liability income (expense) for the three months ended June 30, 2026, was $(0.7) million, in comparison to $(18) thousand for the same period in 2025. After completion of the July 18, 2025 registered offering, the Company no longer had sufficient unissued authorized common shares available to cover all outstanding USD denominated warrants. These warrants were previously equity classified, but were reclassified to warrant liability on July 18, 2025 due to reasons noted above. There was a large change in fair value from April 1, 2026 to June 18, 2026 (USD warrants were reclassified back to equity classified warrants). This was primarily due to change in the Company’s share price between March 31, 2026 and June 18, 2026.
Previous wording
Arbitration settlement reserve income (expense) for the three months ended March 31, 2026, was $28 thousand, in comparison to $56 thousand for the same period in 2025. The variance between the periods was not significant.
Current wording
Arbitration settlement reserve income (expense) for the three months ended June 30, 2026, was $(40) thousand, in comparison to $(66) thousand for the same period in 2025. The variance between the periods was not significant.
Previous wording
Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund for the three months ended March 31, 2026, was $(14.6) million, in comparison to $0 for the same period in 2025. The increase in loss was due to the launch of our digital asset treasury in July 2025. The line item is comprised of realized and change in unrealized gains (loss) on all of our crypto holdings, including our investment in ETH fund. The loss in the current year period is primarily driven by the change in market value of ETH.
Current wording
Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund for the three months ended June 30, 2026, was $(7.8) million, in comparison to $0 for the same period in 2025. The increase in loss was due to the launch of our digital asset treasury in July 2025. The line item is comprised of realized and change in unrealized gains (loss) on all of our crypto holdings, including our investment in ETH fund. The loss in the current year period is primarily driven by the change in market value of ETH.
Previous wording
Yield revenue for the three months ended March 31, 2026, was $(32) thousand, in comparison to $0 for the same period in 2025. The Company launched its DAT in the third quarter of 2025.
Current wording
Yield for the three months ended June 30, 2026, was $(120) thousand, in comparison to $0 for the same period in 2025. The Company launched its DAT in the third quarter of 2025.
Previous wording
A reconciliation of Adjusted EBITDA to the most directly comparable measure determined under US GAAP is set out below.
Current wording
A reconciliation of Adjusted EBITDA to the most directly comparable measure determined under U.S. GAAP is set out below.
Previous wording
The Company has not yet realized profitable operations and has incurred significant losses to date resulting in an accumulated deficit of $180.0 million as of March 31, 2026 and of $162.3 million as of December 31, 2025. 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 March 31, 2026, the Company had a working capital deficiency of $5.7 million and of $18.7 million as of December 31, 2025, which is comprised of current assets less current liabilities. The Company has an additional $10.7 million of ETH value held within its investment in ETH fund, which can be redeemed and subsequently sold at its election (subject to the ETH fund’s redemption provisions).
Current wording
The Company has not yet realized profitable operations and has incurred significant losses to date resulting in an accumulated deficit of $190.6 million as of June 30, 2026 and of $162.3 million as of December 31, 2025. The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, further appreciation of its ETH holdings 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, 2026, the Company had a working capital deficiency of $4.5 million and of $18.7 million as of December 31, 2025, which is comprised of current assets less current liabilities.
Previous wording
As of March 31, 2026, cash and restricted cash totaled $4.2 million, compared to $6.4 million as of December 31, 2025.
Current wording
As of June 30, 2026, cash and restricted cash totaled $4.5 million, compared to $6.4 million as of December 31, 2025.
Previous wording
We do not have any current plans to raise additional funds, given the Company has a significant digital asset treasury. 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.
Current wording
We do not have any current plans to raise additional funds, given the Company has a significant digital asset treasury, but given the uncertainty on price movement in our ETH holdings, it is possible our digital asset treasury would not be sufficient to fund operations and other management objectives over the next twelve months. If required, the Company can raise additional capital through equity or debt offerings. Further, the Company has substantial asset value in each of its wholly owned subsidiaries, which could be used as a source of capital if required. 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.
Previous wording
Since inception, we have financed our operations primarily by issuing equity and debt. As of March 31, 2026, our principal sources of liquidity were our cash, accounts receivable and digital assets in the amount of $2.4 million, $10.7 million and $22.8 million, respectively. The Company has an additional $10.7 million of ETH value held within our investment in ETH fund, which can be redeemed and subsequently sold at our election (subject to the ETH fund’s redemption provisions).
Current wording
Since inception, we have financed our operations primarily by issuing equity and debt. As of June 30, 2026, our principal sources of liquidity were our cash, accounts receivable and digital assets in the amount of $2.1 million, $11.3 million and $23.5 million, respectively.
Previous wording
Net cash used in operating activities was $6.4 million during the three months ended March 31, 2026, compared with $8.6 million used in operating activities in the comparative prior year period. The use of funds in operating activities is described in the Results of Operations section above.
Current wording
Net cash used in operating activities was $9.2 million during the six months ended June 30, 2026, compared with $6.9 million used in operating activities in the comparative prior year period. The use of funds in operating activities is described in the Results of Operations section above.
Previous wording
Net cash used in investing activities was $2.5 million for the three months ended March 31, 2026, primarily due to $3.9 million payment of the acquisition of Click deferred cash consideration and $1 million of additional purchases of Anime tokens, partially offset by $1.5 million in proceeds from the sale of the Cowboy Ape NFT and $0.7 million in proceeds from sale of digital assets.
Current wording
Net cash used in investing activities was $0.9 million for the six months ended June 30, 2026, primarily due to $4.0 million payment of deferred cash consideration from the acquisition of Click and $1 million of additional purchases of Anime tokens, partially offset by $1.5 million in proceeds from the sale of the Cowboy Ape NFT and $2.4 million in proceeds from sale of digital assets.
Previous wording
Net cash used in investing activities was $0.4 million for the three months ended March 31, 2025.
Current wording
Net cash used in investing activities was $1.0 million for the six months ended June 30, 2025.
Previous wording
Net cash provided by financing activities was $6.7 million for the three months ended March 31, 2026, which was primarily due to $7.5 million in proceeds from ETH backed promissory notes payable, partially offset by $0.8 million for acquisition of treasury stock.
Current wording
Net cash provided by financing activities was $8.1 million for the six months ended June 30, 2026, which was primarily due to $10.1 million in proceeds from ETH backed promissory notes payable, partially offset by $2.0 million for acquisition of treasury stock.
Previous wording
Net cash provided by financing activities was $1.5 million for the three months ended March 31, 2025, which was primarily due to $2 million in proceeds from the promissory note payable to Blue & Silver, partially offset by $0.7 million in net repayments under the former line of credit with SLR Digital Finance, LLC.
Current wording
Net cash provided by financing activities was $2.0 million for the six months ended June 30, 2025, which was primarily due to $2 million in proceeds from the promissory note payable to Blue & Silver, partially offset by $0.3 million in net repayments under the former line of credit with SLR Digital Finance, LLC.
Previous wording
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions, and judgments as of the balance sheet date that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our actual results may differ from these estimates under different assumptions and conditions. The accounting estimates described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. Changes to the Company’s critical accounting policies or estimates during the three months ended March 31, 2026 are as follows:
Current wording
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions, and judgments as of the balance sheet date that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our actual results may differ from these estimates under different assumptions and conditions. The accounting estimates described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025, are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. Changes to the Company’s critical accounting policies or estimates during the six months ended June 30, 2026 are as follows:
Rearranged current paragraphs (15)
Current report — wording carried from elsewhere
Revenues for the six months ended June 30, 2026, were $33.0 million, in comparison to $15.2 million for the same period in 2025. The increase was primarily related to increases in our Agency and SaaS and managed services reportable segments driven by our acquisitions of Click and TubeBuddy, and a large increase in creative marketing agency services, partially driven by new web3 deals initiated as the result of the launch of our digital asset treasury.
Current report — wording carried from elsewhere
Cost of revenue for the six months ended June 30, 2026, was $18.4 million, in comparison to $9.8 million for the same period in 2025. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.
Current report — wording carried from elsewhere
General and administrative expenses for the six months ended June 30, 2026, were $9.6 million, in comparison to $7.3 million for the same period in 2025. The increase was partially due to $0.9 million in stock based compensation recorded during the current period from new RSU grants to employees and officers, in addition to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period.
Current report — wording carried from elsewhere
Selling and marketing expenses for the six months ended June 30, 2026, was $4.6 million, in comparison to $2.8 million for the same period in 2025. The increase was due to the operations of Click and TubeBuddy included in the current period, not in the prior year comparable period in addition to expansion of the sales and marketing headcount within the other business units in the group.
Current report — wording carried from elsewhere
Depreciation and amortization for the six months ended June 30, 2026, was $1.0 million, in comparison to $0.5 million for the same period in 2025. The decrease was primarily related to intangible asset impairments taken at December 31, 2024, reducing the go forward amortization. The current period included amortization expense in connection with definite-lived intangibles acquired in the Click and TubeBuddy acquisitions.
Current report — wording carried from elsewhere
Interest income (expense), net for the six months ended June 30, 2026, was $(0.6) million, in comparison to $0.1 million for the same period in 2025. The prior year period included interest income on promissory notes from past deals related to the sale of Complexity and Frankly Media assets.
Current report — wording carried from elsewhere
Change in fair value of warrant liability income (expense) for the six months ended June 30, 2026, was $(67) thousand, in comparison to $(12) thousand for the same period in 2025. After completion of the July 18, 2025 registered offering, the Company no longer had sufficient unissued authorized common shares available to cover all outstanding USD denominated warrants. These warrants were previously equity classified, but were reclassified to warrant liability on July 18, 2025 due to reasons noted above. Despite the above, there was little change in fair value from January 1, 2026 to June 18, 2026 (USD warrants were reclassified back to equity classified warrants). This is primarily due to little change in the Company’s share price between December 31, 2025 and June 18, 2026.
Current report — wording carried from elsewhere
Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund for the six months ended June 30, 2026, was $(22.4) million, in comparison to $0 for the same period in 2025. The increase in loss was due to the launch of our digital asset treasury in July 2025. The line item is comprised of realized and change in unrealized gains (loss) on all of our crypto holdings, including our investment in ETH fund. The loss in the current year period is primarily driven by the change in market value of ETH.
Current report — wording carried from elsewhere
Yield for the six months ended June 30, 2026, was $(152) thousand, in comparison to $0 for the same period in 2025. The Company launched its DAT in the third quarter of 2025.
Current report — wording carried from elsewhere
Contract exit costs for the three months ended June 30, 2026, were $9 thousand, in comparison to $0.1 million for the same period in 2025. The decrease was due to less exit activities undertaken in the current year period. As it relates to the acquisition of TubeBuddy, any employee or vendor contract exits were done prior to closing, and did not impact the income statement post-closing.
Current report — wording carried from elsewhere
Change in fair value of convertible debt carried at fair value
Current report — wording carried from elsewhere
Change in fair value of convertible debt income (expense) for the three months ended June 30, 2026, was $0, in comparison to $(6) thousand for the same period in 2025. The Company had no convertible debt outstanding in the current year period.
Current report — wording carried from elsewhere
Change in fair value of warrant liability
Current report — wording carried from elsewhere
Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund
Current report — wording carried from elsewhere
Net income (loss) from discontinued operations