GameSquare Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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, 2025 · Filed Aug 14, 2025
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 2025-03-31; filed 2025-05-15.
0001641172-25-010979
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023972
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 175 previous paragraphs and 239 current paragraphs.
142 unchanged; 21 reworded; 67 added; 12 removed; 0 previous and 9 current paragraphs rearranged.
Tables are not compared: 5 previous and 8 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 (67)
Current report
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 report
FaZe Esports
Current report
At-The-Market Sales Agreement
Current report
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 report
July 9, 2025 Offering
Current report
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 report
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 report
July 18, 2025 Offering
Current report
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 report
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 report
Series A-1 Preferred Stock
Current report
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 report
The Series A-1 Preferred Stock ranks senior to all junior securities, including Common Stock, and carries a $1.50 per share liquidation preference on an as-converted basis, with such preference subject to the Shareholder Vote Condition. After satisfying this preference, holders participate pro rata with junior securities. The Series A-1 Preferred Stock has no voting rights, and upon satisfaction of the Shareholder Vote Condition, each share of Series A-1 Preferred Stock will automatically convert into 1,000 shares of the Common Stock.
Current report
Subscription
Current report
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 report
Repurchase Program
Current report
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 report
Alta Settlement
Current report
On April 23, 2025, Alta Partners, LLC filed a Complaint against FaZe Holdings, Inc. and GameSquare Holdings, Inc., in the United States District Court for the Southern District of New York, alleging that in 2022, FaZe Holdings breached a warrant agreement between FaZe Holdings and Alta. On August 11, 2025, the Company entered into a Settlement and Release Agreement with Alta Partners, LLC, pursuant to which the Company agrees to issue to Alta $150,000 of the Company’s restricted common stock (“Settlement Shares”). In the event that the collective value of the Settlement Shares drops below $150,000 on the six month anniversary date following issuance of the Settlement Shares, or the next business day if the six-month anniversary date falls on a weekend or holiday (the collective value to be computed based on the Nasdaq closing price of GameSquare’s common stock on that six-month anniversary date, or the next business day if the six-month anniversary date falls on a weekend or holiday), then within three (3) business days of that date, GameSquare shall pay the difference between the collective value and $150,000 to Alta in cash (the “True-Up Payment”). Upon GameSquare’s delivery of the Settlement Shares and True Up Payment, if applicable, the public warrants that are owned and/or beneficially held by Alta at that time shall be cancelled immediately and Alta shall have no ownership, right, claim, interest or benefit in such public warrants. Moreover, within three (3) business days of Alta’s receipt of the Settlement Shares, Alta shall file the Stipulation of Voluntary Dismissal with Prejudice, dismissing all claims asserted in the Action against GameSquare with prejudice.
Current report
Officer Grants
Current report
On July 11, 2025 (the“Grant Date”), Justin Kenna, Louis Schwartz, and Michael Munoz were each granted (i) options to purchase an aggregate of 1,045,712 shares of GameSquare common stock and (ii) 464,863 restricted stock units (“RSUs”), each representing a contingent right to receive one share of GameSquare common stock. The grants were made as part of the GameSquare long-term incentive program and vest as follows: 25% on the Grant Date, 37.5% on the first anniversary of the Grant Date, and 37.5% on the second anniversary of the Grant Date.
Current report
On July 11, 2025, Justin Kenna was also granted a one-time grant of stock options to purchase an aggregate of 150,000 shares of GameSquare common stock, and 225,000 restricted stock units, which will convert into one share of GameSquare common stock, pursuant to Justin Kenna’s Employment Agreement, and which vest immediately.
Current report
Nasdaq bid price requirement
Current report
On October 16, 2024, we received a letter from The Nasdaq Stock Market LLC indicating that we have failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum closing bid price of at least $1.00 per share. On July 22, 2025, we received a letter from the NASDAQ Listing Qualifications Staff notifying us that we have regained compliance with NASDAQ’s minimum bid price requirements for continued listing on the Nasdaq Capital Market. The letter noted that as a result of the closing bid price of the Company’s common stock having been at $1.00 per share or greater for at least ten consecutive business days, from July 8, 2025 to July 21, 2025, we have regained compliance with Listing Rule 5550(a)(2)and the matter is now closed.
Current report
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 report
Six months ended June 30, 2025 and 2024
Current report
Revenues for the six months ended June 30, 2025, were $30.6 million, in comparison to $33.4 million for the same period in 2024. The decrease was primarily related to decrease in revenue at Frankly Media (SaaS + Advertising), primarily driven by decease in ad impressions as compared to prior year period. Further, Frankly Media sold its remaining SaaS assets on May 31, 2024, contributing to the decline in revenue in the 2025 period.
Current report
Agency revenue for the six months ended June 30, 2025, was $4.5 million, in comparison to $5.0 million for the same period in 2024. The variance between the periods was not significant.
Current report
SaaS + Advertising revenue for the six months ended June 30, 2025, was $21.2 million, in comparison to $25.5 million for the same period in 2024. The decrease was primarily related to decrease in revenue at Frankly Media (SaaS + Advertising), primarily driven by decease in ad impressions as compared to prior year period. Further, Frankly Media sold its remaining SaaS assets on May 31, 2024, contributing to the decline in revenue in the 2025 period.
Current report
General and administrative expenses for the six months ended June 30, 2025, was $8.4 million, in comparison to $9.4 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. This was partially offset by FaZe Esports being included for a full six month period in 2025 vs. 2024.
Current report
Selling and marketing expenses for the six months ended June 30, 2025, was $3.0 million, in comparison to $3.5 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. This was partially offset by FaZe Esports being included for a full six month period in 2025 vs. 2024.
Current report
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 report
Restructuring charges for the six months ended June 30, 2025, were $0.8 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 report
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 report
Other income (expense) for the six months ended June 30, 2025, was $(1.3) million, in comparison to $(4.0) million for the same period in 2024. The decrease is primarily due to loss on disposal of Franky Media assets in the 2025 period of $1.5 million, in comparison to $3.8 million in the prior year period.
Current report
Net income (loss) from discontinued operations for the six months June 30, 2025, was $0.1 million, in comparison to $(0.5) million for the same period in 2024. The increase in income was primarily related a larger loss from discontinued operations in the 2024 period as compared to the 2025 period. Both periods included a large gain on disposal of subsidiary of approximately $3 million (Complexity disposal in 2024 and FaZe Media disposal in 2025).
Current report
Revenues for the three months ended June 30, 2025, were $15.9 million, in comparison to $17.9 million for the same period in 2024. The decrease was primarily related to decrease in revenue at Frankly Media (SaaS + Advertising), primarily driven by decease in ad impressions as compared to prior year period. Further, Frankly Media sold its remaining SaaS assets on May 31, 2024, contributing to the decline in revenue in the 2025 period.
Current report
Team Revenue
Current report
Teams revenue for the three months ended June 30, 2025, was $1.8 million, in comparison to $2.5 million for the same period in 2024. The decrease was due to no specific tournament prizes in the 2025 period as compared to the 2024 period.
Current report
Agency Revenue
Showing the first 40 of 67 passages. Open the source sections for the rest.
Removed paragraphs (12)
Previous report
FaZe
Previous report
Revenue
Previous report
Revenue
Previous report
Revenues for the three months ended March 31, 2025, were $21.1 million, in comparison to $17.8 millionfor the same period in 2024. The increase was primarily related to the acquisition of FaZe on March 7, 2024 and FaZe only being in last 24 days in the prior year period.
Previous report
Agency revenue for the three months ended March 31, 2025, was $2.9 million, in comparison to $2.3 million for the same period in 2024. The variance between the periods was not significant.
Previous report
SaaS + Advertising revenue for the three months ended March 31, 2025, was $9.3 million, in comparison to $12.2 million for the same period in 2024. The decrease was related to decline in our programmatic advertising business of approximately $3 million.
Previous report
General and administrative expenses for the three months ended March 31, 2025, was $5.8 million, in comparison to $4.9 million for the same period in 2024. The increase was primarily related to our acquisition of Faze as discussed above.
Previous report
Selling and marketing expenses for the three months ended March 31, 2025, was $2.0 million, in comparison to $2.2 million for the same period in 2024. The decrease was due to a $0.3 million reduction in third party marketing costs between the two periods.
Previous report
Restructuring charges for the three months ended March 31, 2025, were $0.6 million, in comparison to $0 for the same period in 2024. The increase was due to more continued restructuring and further operational integration post FaZe acquisition.
Previous report
Other income (expense) for the three months ended March 31, 2025, was $(0.1) million, in comparison to $(0.1) million for the same period in 2024. The variance between the periods was not significant.
Previous report
Net income (loss) from discontinued operations for the three months March 31, 2025, was $(0.3) million, in comparison to a net income of $1.5 million for the same period in 2024. The decrease in net income was primarily related to gain on disposal of Complexity of $3.0 million in the 2024 period partially offset by net loss from operations of Complexity of $1.4 million.
Previous report
As discussed in recent developments above, we obtained gross proceeds of $10.0 million from the Gigamoon CD issued in December 2024.
Reworded paragraphs (21)
Previous wording
FaZe a digitally native lifestyle and media brand founded and rooted in gaming and youth culture. FaZe is at the forefront of the global creator economy, which is an industry centered around innovative digital content development fueled by social media influencers, creators and businesses who monetize their content online. With a leading digital content platform created for and by Generation Z and Millennials, FaZe has established a highly engaged and growing global fanbase. FaZe produces engaging content, merchandise, consumer products and experiences, and create advertising and sponsorship programs for leading national brands. FaZe has several revenue streams including brand sponsorships, content, consumer products, and Esports.
Current wording
FaZe Esports a digitally native lifestyle and media brand founded and rooted in gaming and youth culture. FaZe Esports is at the forefront of the global creator economy, which is an industry centered around innovative digital content development fueled by social media influencers, creators and businesses who monetize their content online. With a leading digital content platform created for and by Generation Z and Millennials, FaZe Esports has established a highly engaged and growing global fanbase. FaZe Esports produces merchandise, consumer products, and create advertising and sponsorship programs for leading national brands. FaZe Esports has several revenue streams including brand sponsorships, consumer products, and Esports.
Previous wording
GameSquare is pursuing organic growth opportunities, as well as M&A growth opportunities. From August 2020 to March 2025, the Company has completed five acquisitions and divested two 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 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.
Previous wording
The following is a summary of the Company’s financial performance highlights for the three months ended March 31, 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 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.
Previous wording
The following table summarizes our results of operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:
Current 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.
Previous wording
The following tables disaggregate revenue by revenue stream and geographic region for the three months ended March 31, 2025, and 2024.
Current 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.
Previous wording
Teams revenue for the three months ended March 31, 2025, was $9.5 million, in comparison to $2.6 million for the same period in 2024. The increase was primarily related to the acquisition of FaZe on March 7, 2024 and FaZe only being in last 24 days in the prior year period.
Current 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.
Previous wording
Interest expense, net for the three months ended March 31, 2025, was $0.1 million, in comparison to $0.4 million for the same period in 2024. The reduction of 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 2023 period only had one month of interest income on the Complexity promissory note and no interest on the Frankly Media promissory note.
Current wording
Interest expense, net for the six months ended June 30, 2025, was $5 thousand, in comparison to $0.6 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 four months of interest income on the Complexity promissory note and one month interest on the Frankly Media 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 three months ended March 31, 2025, was $0.3 million, in comparison to $(0.1) 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 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.
Previous wording
Arbitration settlement reserve income (expense) for the three months ended March 31, 2025, was $0.1 million, in comparison to $0.1 million for the same period in 2023. The variance between the periods was not significant.
Current 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.
Previous wording
Cost of sales for the three months ended March 31, 2025, was $17.8 million, in comparison to $14.3 million for the same period in 2024. The increase was primarily related to an increase in revenue associated with the acquisition of FaZe discussed above, and varying margins of the Company product mix.
Current 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.
Previous wording
Research and development expenses for the three months ended March 31, 2025, was $0.8 million, in comparison to $0.7 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 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.
Previous wording
Depreciation and amortization for the three months ended March 31, 2025, was $0.6 million, in comparison to $0.8 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 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.
Previous wording
Other operating expenses for the three months ended March 31, 2025, was $0.7 million, in comparison to $1.1 million for the same period in 2024. Other operating expenses between the quarters consisted solely 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.
Current wording
Other operating expenses for the three months ended June 30, 2025, was $0.5 million, in comparison to $1.0 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.
Previous wording
Change in fair value of warrant liability income (expense) for the three months ended March 31, 2025, was $5 thousand, in comparison to $37 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 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.
Previous wording
As of March 31, 2025, cash and restricted cash totaled $5.8 million, compared to $13.1 million as of December 31, 2024.
Current wording
As of June 30, 2025, cash and restricted cash totaled $6.5 million, compared to $13.1 million as of December 31, 2024.
Previous wording
Since inception, we have financed our operations primarily by issuing equity and debt. As of March 31, 2025, our principal sources of liquidity were our cash and accounts receivable in the amount of $4.7 million and $18.3 million, respectively, and available borrowings under our line of credit as well as new debt and/or equity issuances.
Current wording
Since inception, we have financed our operations primarily by issuing equity and debt. As of June 30, 2025, our principal sources of liquidity were our cash and accounts receivable in the amount of $4.7 million and $13.0 million, respectively, and available borrowings under our line of credit as well as new debt and/or equity issuances.
Previous wording
Net cash used in operating activities was $8.6 million during the three months ended March 31, 2025, compared with $8.0 million used in operating activities in the comparative 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 $6.9 million during the six months ended June 30, 2025, compared with $17.6 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.
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 $0.1 million for the six months ended June 30, 2025.
Previous wording
Net cash provided by investing activities was $2.7 million for the three months ended March 31, 2024.
Current wording
Net cash provided by investing activities was $2.8 million for the six months ended June 30, 2024.
Previous wording
Net cash provided by financing activities was $1.5 million for the three months ended March 31, 2025, which was primarily due $2 million promissory note issued on March 25, 2025, as discussed in the recent developments section. Net cash provided by financing activities was $9.5 million for the three months ended March 31, 2024, which was primarily due to PIPE Financing on March 7, 2024 of $10 million.
Current wording
Net cash provided by financing activities was $2.0 million for the six months ended June 30, 2025, which was primarily due $2 million promissory note issued on March 25, 2025, as discussed in the recent developments section. Net cash provided by financing activities was $26.3 million for the six months ended June 30, 2024, which was primarily due to the PIPE Financing on March 7, 2024 of $10 million and the spinoff of FaZe Media on May 15, 2024 and minority interest investments into FaZe Media of $15.75 million during the second quarter of 2024.
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.
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, 2024 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. There were no changes to the Company’s critical accounting policies or estimates during the six months ended June 30, 2025.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
Software-as-a-service (“SaaS”) + Advertising revenue
Current report — wording carried from elsewhere
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 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 warrant liability
Current report — wording carried from elsewhere
Net income (loss) from discontinued operations