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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 GameSquare Holdings, Inc. 10-K 12/31/23 110:9.8M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.05M 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 31K 3: EX-21 Subsidiaries List HTML 31K 4: EX-23 Consent of Expert or Counsel HTML 28K 9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 50K Awarded Compensation 5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K 20: R1 Cover HTML 104K 21: R2 Consolidated Balance Sheets HTML 147K 22: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K 23: R4 Consolidated Statements of Operations and HTML 179K Comprehensive Loss 24: R5 Consolidated Statements of Changes in HTML 105K Shareholders' Equity 25: R6 Consolidated Statements of Cash Flows HTML 173K 26: R7 Corporate information and going concern HTML 40K 27: R8 Significant accounting policies HTML 145K 28: R9 Recent accounting pronouncements HTML 47K 29: R10 Acquisitions and divestitures HTML 112K 30: R11 Investment HTML 34K 31: R12 Property and equipment, net HTML 38K 32: R13 Goodwill and intangible assets HTML 66K 33: R14 Accrued expenses and other current liabilities HTML 38K 34: R15 Leases HTML 43K 35: R16 Credit facility payable HTML 39K 36: R17 Line of credit HTML 35K 37: R18 Convertible debt HTML 88K 38: R19 Income tax HTML 78K 39: R20 Shareholders? equity HTML 54K 40: R21 Net loss per share HTML 38K 41: R22 Share-based compensation HTML 98K 42: R23 Warrants HTML 96K 43: R24 Related party transactions HTML 40K 44: R25 Commitments and contingencies HTML 41K 45: R26 Discontinued operations and assets held for sale HTML 39K 46: R27 Revenue and Segmented Information HTML 73K 47: R28 Fair value measurements HTML 47K 48: R29 Subsequent events HTML 59K 49: R30 Significant accounting policies (Policies) HTML 220K 50: R31 Significant accounting policies (Tables) HTML 60K 51: R32 Acquisitions and divestitures (Tables) HTML 69K 52: R33 Property and equipment, net (Tables) HTML 36K 53: R34 Goodwill and intangible assets (Tables) HTML 66K 54: R35 Accrued expenses and other current liabilities HTML 36K (Tables) 55: R36 Leases (Tables) HTML 42K 56: R37 Convertible debt (Tables) HTML 76K 57: R38 Income tax (Tables) HTML 73K 58: R39 Net loss per share (Tables) HTML 36K 59: R40 Share-based compensation (Tables) HTML 91K 60: R41 Warrants (Tables) HTML 83K 61: R42 Revenue and Segmented Information (Tables) HTML 69K 62: R43 Fair value measurements (Tables) HTML 38K 63: R44 Corporate information and going concern (Details HTML 34K Narrative) 64: R45 Schedule of material subsidiaries (Details) HTML 55K 65: R46 Schedule of estimated useful lives of property, HTML 41K plant and equipment (Details) 66: R47 Schedule of useful lives of intangibles (Details) HTML 39K 67: R48 Significant accounting policies (Details HTML 57K Narrative) 68: R49 Schedule of purchase consideration (Details) HTML 53K 69: R50 Schedule of purchase consideration (Details) HTML 46K (Parenthetical) 70: R51 Schedule of Preliminary Purchase Price Allocation HTML 78K (Details) 71: R52 Schedule of business acquisition pro-forma HTML 34K (Details) 72: R53 Acquisitions and divestitures (Details Narrative) HTML 147K 73: R54 Investment (Details Narrative) HTML 39K 74: R55 Schedule of property and equipment (Details) HTML 41K 75: R56 Property and equipment, net (Details Narrative) HTML 30K 76: R57 Schedule of Goodwill (Details) HTML 39K 77: R58 Schedule of Intangible Assets (Details) HTML 47K 78: R59 Schedule of amortization expense for intangible HTML 44K assets (Details) 79: R60 Goodwill and intangible assets (Details Narrative) HTML 39K 80: R61 Schedule of accrued liabilities (Details) HTML 44K 81: R62 Schedule of components operating lease expense HTML 34K (Details) 82: R63 Schedule of maturities of the lease liability HTML 47K (Details) 83: R64 Leases (Details Narrative) HTML 34K 84: R65 Credit facility payable (Details Narrative) HTML 60K 85: R66 Line of credit (Details Narrative) HTML 53K 86: R67 Schedule of Detailed Information About Fair Value HTML 84K of Convertible Debentures (Details) 87: R68 Schedule of Convertible Debentures Subject to HTML 57K Recurring Remeasurement at Fair Value (Details) 88: R69 Convertible debt (Details Narrative) HTML 81K 89: R70 Schedule of components of deferred taxes (Details) HTML 69K 90: R71 Schedule of provision for income taxes (Details) HTML 54K 91: R72 Schedule of reconciliation between income tax HTML 47K expense (Benefits) (Details) 92: R73 Income tax (Details Narrative) HTML 39K 93: R74 Shareholders? equity (Details Narrative) HTML 79K 94: R75 Schedule of Potential Common Shares that were HTML 38K Excluded as their Effect is Anti-Dilutive (Details) 95: R76 Schedule of Option Outstanding (Details) HTML 73K 96: R77 Schedule of Fair Value of Each Option Award was HTML 57K Estimated Significant Assumptions (Details) 97: R78 Schedule of RSUs Outstanding (Details) HTML 66K 98: R79 Share-based compensation (Details Narrative) HTML 45K 99: R80 Schedule of Changes in Value of Warrant Liability HTML 40K (Details) 100: R81 Schedule of Assumptions Fair Value of Warrant HTML 54K Liability (Details) 101: R82 Schedule of Warrants Outstanding (Details) HTML 64K 102: R83 Warrants (Details Narrative) HTML 85K 103: R84 Related party transactions (Details Narrative) HTML 57K 104: R85 Commitments and contingencies (Details Narrative) HTML 44K 105: R86 Discontinued operations and assets held for sale HTML 56K (Details Narrative) 106: R87 Schedule of Disaggregated into Geographic Regions HTML 87K (Details) 107: R88 Schedule of Property and Equipment net by HTML 37K Geographic Region (Details) 108: R89 Schedule of Financial Assets and Liabilities HTML 46K Measured at Fair Value on a Recurring Basis (Details) 109: R90 Fair value measurements (Details Narrative) HTML 43K 110: R91 Subsequent events (Details Narrative) HTML 90K 16: XML IDEA XML File -- Filing Summary XML 195K 19: XML XBRL Instance -- form10-k_htm XML 2.29M 15: EXCEL IDEA Workbook of Financial Report Info XLSX 214K 11: EX-101.CAL XBRL Calculations -- game-20231231_cal XML 289K 12: EX-101.DEF XBRL Definitions -- game-20231231_def XML 849K 13: EX-101.LAB XBRL Labels -- game-20231231_lab XML 1.62M 14: EX-101.PRE XBRL Presentations -- game-20231231_pre XML 1.25M 10: EX-101.SCH XBRL Schema -- game-20231231 XSD 232K 17: JSON XBRL Instance as JSON Data -- MetaLinks 605± 896K 18: ZIP XBRL Zipped Folder -- 0001493152-24-014809-xbrl Zip 435K
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
GameSquare Holdings, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (“Common Stock”). The following is a summary of the material terms of the Common Stock. This summary is qualified in its entirety by reference to the Company’s Certificate of Incorporation (the “Charter”), and By-laws (the “Bylaws”), which are incorporated herein by reference as Exhibit 3.1 and Exhibit 3.2, respectively, to the Company’s Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read the Charter, the By-laws and applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.
Description of Common Stock
Authorized Capital Stock
The Company is authorized to issue 100,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.0001 per share. The Company’s Board of Directors (the “Board”) is authorized to provide for the issuance of shares of preferred stock in one or more series and to fix for each such series such voting powers, designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereon, as determined by the Board.
Voting Rights and Liquidation Rights
Each share of Common Stock is entitled to one vote on all matters. No holder of Common Stock has preemptive or other rights to subscribe for additional shares of Common Stock. In the event of our liquidation, dissolution or winding up, holders of the shares of Common Stock are entitled to share equally, share for share, in the assets available for distribution, subject to any liquidation preference on any outstanding shares of our preferred stock.
Dividends
Each share of Common Stock is entitled to dividends if, as and when dividends are declared by the Board and paid. Under Delaware corporate law, we may declare and pay dividends only out of our surplus, or in case there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding year. We will pay any dividend so declared and payable in cash, capital stock or other property equally, share for share, on our Common Stock. We may not declare dividends, however, if our capital has been diminished by depreciation, losses or otherwise to an amount less than the aggregate amount of capital represented by any issued and outstanding stock having a preference on distribution.
Stock Exchange Listing
The Common Stock is listed on the Nasdaq Stock Market LLC under the trading symbol “GAME”.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Computershare, Inc.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/24 GameSquare Holdings, Inc. 10-K/A 12/31/23 14:969K M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 GameSquare Holdings, Inc. 8-K:1,2,3,5 3/07/24 16:1M M2 Compliance LLC/FA 3/04/24 GameSquare Holdings, Inc. 8-K:1,7,9 3/01/24 14:975K M2 Compliance LLC/FA 1/04/24 GameSquare Holdings, Inc. 8-K:1,7 12/29/23 17:55M M2 Compliance LLC/FA 12/22/23 GameSquare Holdings, Inc. 6-K 12/22/23 2:40K M2 Compliance LLC/FA 10/20/23 GameSquare Holdings, Inc. 6-K 10/20/23 6:936K Blueprint/FA 9/27/23 GameSquare Holdings, Inc. 6-K 9/21/23 3:290K Blueprint/FA |