15. Shareholders’ equity

(a) Description of the Company’s securities

The Company is authorized to issue 100,000,000 common shares, par value $0.0001 per share, and 50,000,000 preferred shares, par value $0.0001 per share. Holders of common shares are entitled to one vote in respect of each common share held at shareholder meetings of the Company.

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.

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. After satisfying this preference, each share of Series A-1 preferred stock will automatically convert into 1,000 shares of the common stock. The Series A-1 preferred stock has no voting rights and is equity classified.

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. As of December 31, 2025, the Company had repurchased 2,992,517 common shares at a total cost of $1.8 million under this program. Subsequent to December 31, 2025, the Company acquired an additional 2,066,073 common shares at a total cost of $0.8 million.

(b) Activity for the periods presented

On January 22, 2025, Yorkville converted $3.7 million of its then outstanding $4.1 million convertible debt balance (see Note 13). Yorkville was issued 5,032,233 common shares for conversion of $3.7 million principal ($4.0 million fair value), with the remaining $411 thousand refinanced into the promissory note with Yorkville.

On March 10, 2025, the Company issued 1,094,891 common shares to pay an outstanding settlement due to the former CEO of Faze Clan for $1.5 million. The fair value of the common shares issued on the date of issuance amounted to $0.7 million. As a result, a gain on shares issued for AP settlement of $0.8 million was recorded and is included within other income (expense), net on the consolidated statements of operations and comprehensive loss.

On April 1, 2025, the Company issued 87,946 common shares to Gigamoon as payment of accrued interest on the Gigamoon CD through the conversion date (see Note 4).

On June 6, 2025, the Company issued 210,403 common shares to Faze Media for payment of Faze tradename license fees for the period covering May 15, 2024 to December 31, 2024. Fees are computed as 2.5% of total revenue generated by Faze Esports.

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). The Underwriter also 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 Offering closed on July 9, 2025. The aggregate gross proceeds to the Company from the Offering were approximately $9.7 million, before deducting an underwriting discount of 7% of the price to the public and expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement the Company 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 (see Note 18).

On July 17, 2025, the Company entered into an underwriting agreement with the Underwriter pursuant to which the Company will issue and sell 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. The Underwriter also exercised its option pursuant to the Underwriting Agreement and purchased 3,500,000 additional Shares at the offering price of $1.50 per Share.

The Offering closed on July 18, 2025. The aggregate gross proceeds to the Company from the Offering were approximately $75.3 million, before deducting an underwriting discount of 7% of the price to the public and expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement the Company 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 (see Note 18).

Beginning July 18, 2025, after closing of the offering of its common shares, the Company no longer had sufficient unissued authorized common shares to cover its outstanding equity-classified warrants. As a result, beginning on July 18, 2025 and through December 31, 2025, these warrants were reclassified to warrant liability. The Company reclassed all equity-classified warrants to warrant liability, in the amount of $9.1 million, the fair value of all outstanding equity-classified warrants as of that date. These warrants will be reclassed back to equity-classified warrants after the Company successfully increases its common share authorization.

On August 11, 2025, the Company issued 153,846 common shares to Alta Partners as part of a legal settlement.

On August 20, 2025, the Company cancelled 846,398 common shares originally issued in connection with the acquisition of Faze Clan. The common shares did not meeting vesting criteria as of the acquisition date of March 7, 2024, and were subject to cancellation on that date.

As of December 31, 2025, the Company had repurchased 2,992,517 common shares at a total cost of $1.8 million under its share repurchase program. On December 5, 2025, the Company cancelled 1,953,730 of its common shares in treasury, resulting in a reduction to treasury stock at cost and a reduction of additional paid-in capital of $1.2 million. As of December 31, 2025, the Company held 1,038,787 common shares as treasury stock, with a total cost of $0.6 million.

During the year ended December 31, 2025, the Company issued 1,800,687 common shares from the exercise of RSUs under its equity incentive plan (see Note 17).

On March 7, 2024, 10,132,884 common shares of the Company were issued for the completion of the FaZe acquisition (see Note 4).

In conjunction with the Merger, on March 7, 2024, the Company completed a private placement in public equity financing (the “PIPE Financing”) with certain investors in which the Company offered 7,194,244 units at a purchase price of $1.39 per unit for aggregate gross proceeds of $10.0 million. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.15 shares of the Company’s common stock. As a result, the Company issued an aggregate of 7,194,224 common shares of the Company and warrants to purchase up to 1,079,136 shares of the Company pursuant to the PIPE Financing. Each warrant has an exercise price of $1.55 per share and expire on March 7, 2029 (see Note 18).

On August 26, 2024, 103,594 common shares were issued in connection with conversion of $100 thousand in principal under the Yorkville CD with a fair value of $108 thousand. On October 17, 2024, 812,347 common shares were issued in connection with conversion of $500 thousand in principal under the Yorkville CD with a fair value of $538 thousand.

On September 4, 2024, 80,000 common shares were issued in settlement of outstanding amounts payable of $0.1 million to Yorkville (first half of the SEPA commitment fee). On October 31, 2024, 139,004 common shares were issued in settlement of outstanding amounts payable of $0.1 million to Yorkville (second half of the SEPA commitment fee).

On October 2, 2024, 68,493 common shares were issued to King Street in connection with the settlement agreement, for payment of $50 thousand (see Note 13).

On October 16, 2024, 28,169 common shares were issued in settlement of outstanding amounts payable of $20 thousand.

During the year ended December 31, 2024, the Company issued 1,088,132 common shares from the exercise of RSUs under its equity incentive plan (see Note 17).