GameSquare Holdings, Inc 6-K, filed Jul 14, 2022
GameSquare Holdings, Inc. (GAME)
About this 6-K
GameSquare Holdings, Inc filed this 6-K on July 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2022.
Commission File Number: 333-254709
Engine Gaming and Media, Inc.
(Exact Name of Registrant as Specified in Charter)
77 King Street West, Suite 3000, PO Box 95, Toronto, Ontario, Canada M5K 1G8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENGINE GAMING AND MEDIA, INC. | |||
| (Registrant) | |||
| Date: | July 14, 2022 | By: | /s/ Louis Schwartz |
| Name: | Louis Schwartz | ||
| Title: | Chief Executive Officer and Director | ||
EXHIBIT INDEX
| 99.1 | News Release dated April 13, 2022 |
| 99.2 | News Release dated April 14, 2022 |
| 99.3 | News Release dated June 22, 2022 |
| 99.4 | News Release dated June 28, 2022 |
| 99.5 | News Release dated June 30, 2022 |
Exhibit 99.1
Engine Gaming & Media, Inc. Updates Timing of 2Q22 Earnings Conference Call
NEW YORK, NY / ACCESSWIRE / April 13, 2022 / Engine Gaming and Media, Inc. (GAME), a data-driven, gaming, media and social influencer marketing solutions company, is pleased to announce that it will issue a press release promptly after the market close on Thursday, April 14, 2022, summarizing its financial results for the second quarter of 2022 ended February 28, 2022. The Company will also host a conference call later that day at 4:15 p.m. Eastern Time to discuss its financial results in further detail. The call will conclude with Q&A from participants.
| Date: | Thursday, April 14, 2022 |
| Time: | 4:15 p.m. Eastern time |
| Dial-in: | 1-877-407-0784 |
| International Dial-in: | 1-201-689-8560 |
| Conference Code: | 13729113 |
| Webcast: | GAME Conference Call |
Please dial in at least 10 minutes before the start of the call to ensure timely participation. A playback of the call will be available through April 21, 2022 on Engine Gaming and Media, Inc.’s Investor Relations website at ir.enginemediainc.com
About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. is traded publicly under the ticker symbol (NASDAQ: GAME) (TSX-V: GAME). Engine provides premium social sports and esports gaming experiences, as well as unparalleled data analytics, marketing, advertising, and intellectual property to support its owned and operated direct-to-consumer properties while also providing these services to enable its clients and partners. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; Eden Games, a premium motorsport video game developer and publisher across console and mobile gaming; WinView Games, a social predictive play-along gaming platform for viewers to play while watching live events; UMG, an end-to-end competitive esports platform powering and broadcasting major esports events, as well as daily community tournaments, matches, and ladders; and Frankly Media, a digital publishing platform used to create, distribute and monetize content across all digital channels. Engine Media generates revenue through a combination of direct-to-consumer and subscription fees, streaming technology and data SaaS-based offerings, programmatic advertising, and sponsorships.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Engine to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts
Investors
Shannon Devine, MZ North America
GAME@mzgroup.us
203-741-8811
Media
James Goldfarb, Sloane & Company
jgoldfarb@sloanepr.com
212-446-1869
Exhibit 99.2
Engine Gaming & Media, Inc. Reports Fiscal Second Quarter 2022 Financial Results
Fiscal Q2 2022 Revenues Increase 20% YoY to $9.3 million, Balance Sheet Fortified with $15.3 Million From Strategic Sale of Eden Games
NEW YORK, NY / ACCESSWIRE / April 14, 2022 — Engine Gaming and Media, Inc. (“Engine” or the “Company”) (NASDAQ: GAME; TSX-V: GAME), a data-driven, gaming, media and social influencer marketing solutions company, today announced results for its fiscal second quarter 2022 ended February 28, 2022. All amounts are stated in U.S. dollars unless otherwise indicated.
FY Q2 2022 Financial Highlights (Current and historical results recasted to reflect Eden Games in discontinued operations):
| ● | Total revenue increased 20.3% to $9.3 million in the fiscal second quarter of 2022, compared to $7.7 million in the same year-ago quarter. | |
| ● | Expenses decreased by 39.3% to $16.9 million in the fiscal second quarter of 2022, compared to $27.8 million in the same year-ago quarter. | |
| ● | Net loss improved significantly to $6.7 million, compared to a net loss of $21.3 million, further explained below. | |
| ● | Fortified balance sheet on April 7, 2022 by completing the strategic sale of its subsidiary, Eden Games, for net proceeds of $15.3 million. |
Management Commentary
“The fiscal second quarter of 2022 was highlighted by our continued year-over-year revenue growth in our core advertising and SaaS businesses, which increasingly showcase our ability to pursue high-growth opportunities that bring higher margins and predictability to our model,” said Lou Schwartz, Chief Executive Officer of Engine. “We have also taken aggressive steps to reduce costs, which will be more apparent as we move through the second half of fiscal 2022 as we work towards becoming cash flow breakeven on a run-rate basis in fiscal 2023.
“Subsequent to the end of the quarter, we fortified our balance sheet with the strategic sale of Eden Games, which provided net proceeds of $15.3 million and provides enough non-dilutive capital to meet our operating needs for the foreseeable future as we drive shareholder value and become a much larger, profitable company.”
Tom Rogers, Executive Chairman of the Company, added: “In this environment, it is increasingly clear that cash-flow negative companies are facing significant market headwinds with their stock prices suffering. We believe that putting ourselves on a trajectory to achieve cash flow breakeven, coupled with the growth opportunities that we are putting our resources against, will allow the stock price of Engine to better reflect the full value of the Company.”
FY Q2 2022 and Year-To-Date Financial Results
Total revenue in the fiscal second quarter of 2022 increased 20% to $9.3 million, compared to $7.7 million in the same year-ago quarter. The increase was primarily driven by a 18.6% increase in Advertising revenue to $7.1 million from $6.0 million in the same year-ago quarter, and to a lesser extent, a 25.4% increase in Software-as-a-Service (SaaS) revenue to $1.8 million from $1.4 million the same year-ago quarter. For the six months ended February 28, 2022, total revenue increased 47% to $21.5 million from $14.7 million in the same year-ago period.
Expenses in the fiscal second quarter of 2022 decreased by 39.3% to $16.9 million, compared to $27.8 million in the same year-ago quarter. The decrease in expenses was primarily due to non-cash charges, including, $2.4 million decrease in loss on extinguishment of debt, $1.2 million decrease in fair value of arbitration settlement reserve and $12.8 million decrease in fair value of convertible debt and warrant liability. For the six months ended February 28, 2022, expenses decreased 18.7% to $30.9 million from $38.0 million in the same year-ago period.
Net loss in the fiscal second quarter improved significantly to $6.7 million, or $(0.43) per diluted share, compared to a net loss of $21.3 million, or $(2.11) per diluted share, in the same year-ago quarter. For the six months ended February 28, 2022, net loss improved significantly to $8.1 million, or $(0.52) per diluted share, compared to a net loss of $27.3 million, or $(3.08) per diluted share, in the same year-ago period.
Adjusted EBITDA in the fiscal second quarter of 2022 was $(6.4) million, compared to $(4.0) million in the same year-ago quarter. For the six months ended February 28, 2022, Adjusted EBITDA was $(12.0) million, compared to $(8.2) million in the same year-ago period.
At February 28, 2022, the Company had cash of $5.3 million. Subsequent to the end of the fiscal second quarter of 2022, on April 7, 2022, the Company completed the strategic sale of its subsidiary, Eden Games, for net proceeds of $15.3 million.
Recent Operational Highlights:
| ● | Engine appointed highly respected private equity fund manager and one of the Company’s largest investors, Stuart Porter, to its Board of Directors, bringing three plus decades of experience evaluating, investing and advising companies. | |
| ● | Stream Hatchet signed contract extensions with AAA publishers Riot Games and Blizzard Entertainment | |
| ● | Sideqik added Cox Enterprises to its vast and growing list of blue-chip companies leveraging their suite of influencer marketing and social commerce technology | |
| ● | Sideqik & Stream Hatchet joint offering continues to take stride, adding numerous clients to its bundled analytics and activation services across live-streaming and social media platforms, with the number of clients now well exceeding double digits | |
| ● | Frankly signed an agency of record and software services agreement with Americano Media Group (“AMG”). AMG aims to be the #1 Hispanic focused news outlet reaching the over 500 million Spanish speakers globally. AMG strives to empower the Hispanic Community through credible and accessible news, frank discussion, and constant advocacy all through focused entertainment content that supports Hispanic core values. | |
| ● | UMG Gaming launched Season 1 of the Lady Spartan Pro Series (LSPS), a $20,000 Pro Series aimed at shining a spotlight on the underserved female Halo community. Partners of the event include goodr, RESPAWN, Madrinas Coffee, Juked.gg, Version1 and Twitch |
FY Q2 2022 Earnings Conference Call
Management will host an investor conference call at 4:15 p.m. EDT (1:15 p.m. PDT) today, Thursday, April 14, 2022, to discuss Engine Gaming and Media, Inc.’s fiscal second quarter 2022 financial results, provide a corporate update, and conclude with a Q&A from participants. To participate, please use the following information:
| Date: | Thursday, April 14, 2022 |
| Time: | 4:15 p.m. EDT (1:15 p.m. PDT) |
| Dial-in: | 1-877-407-0784 |
| International Dial-in: | 1-201-689-8560 |
| Conference Code: | 13729113 |
| Webcast: | GAME Conference Call |
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
Non-IFRS Measures
The Company reports earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which are not financial measures calculated and presented in accordance with International Financial Reporting Standards (“IFRS”) and therefore may not be comparable to similar measures presented by other issuers. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute to net income (loss) or any other financial measures of performance or liquidity calculated and presented in accordance with IFRS. The Company defines Adjusted EBITDA as EBITDA, adjusted to exclude certain non-cash charges and other items that we do not believe are reflective of our ongoing operating results. The Company utilizes Adjusted EBITDA internally for purposes of forecasting, determining compensation, and assessing the performance of our business, therefore, we believe this measure provides useful supplemental information that may assist investors in assessing an investment in the Company.
The following unaudited table presents the reconciliation of net loss to Adjusted EBITDA for the three months ended February 28, 2022 and 2021, respectively.
| For the three months ended | For the six months ended | ||||||||||||||||||
| Note | February 28, 2022 | February 28, 2021 | February 28, 2022 | February 28, 2021 | |||||||||||||||
| $ | $ | ||||||||||||||||||
| Net loss attributable to owners of the Company | (6,732,169 | ) | (21,347,265 | ) | (8,085,689 | ) | (27,346,698 | ) | |||||||||||
| Interest expense | 212,278 | 563,904 | 422,934 | 953,678 | |||||||||||||||
| Amortization and depreciation | (a) | 907,224 | 873,020 | 1,836,976 | 1,728,890 | ||||||||||||||
| Impairment expense | (a) | 266,470 | - | 266,470 | - | ||||||||||||||
| Restructuring Costs | 126,286 | - | 126,286 | - | |||||||||||||||
| Share-based payments | (a) | 1,255,326 | 690,300 | 2,576,412 | 1,779,688 | ||||||||||||||
| Loss on foreign exchange | (10,431 | ) | 161,662 | 123,016 | 263,783 | ||||||||||||||
| Loss on extinguishment of debt | (a) | - | 2,428,900 | - | 2,428,900 | ||||||||||||||
| Gain on retained interest in former associate | (a) | - | (99,961 | ) | - | (99,961 | ) | ||||||||||||
| Transaction costs | 349,404 | - | 356,523 | - | |||||||||||||||
| Non-operational professional fees | 625,944 | - | 1,600,391 | - | |||||||||||||||
| Arbitration settlement reserve | (a) | (1,208,556 | ) | - | (3,948,608 | ) | - | ||||||||||||
| Change in fair value of warrant liability | (a) | (998,757 | ) | 4,924,789 | (3,940,303 | ) | 165,013 | ||||||||||||
| Change in fair value of convertible debt | (a) | (293,762 | ) | 6,539,904 | (1,976,934 | ) | 7,863,649 | ||||||||||||
| Share of net loss of associate | (a) | - | 37,244 | - | 103,930 | ||||||||||||||
| Loss on disposal of Motorsports | (a) | - | - | - | 678,931 | ||||||||||||||
| Loss from discontinued operations | (940,860 | ) | 1,227,748 | (1,393,028 | ) | 3,270,355 | |||||||||||||
| Adjusted EBITDA | (6,441,603 | ) | (3,999,755 | ) | (12,035,554 | ) | (8,209,842 | ) | |||||||||||
Note (a) – Non-cash expense
This earnings release should be read in conjunction with the Company’s Interim Condensed Consolidated Financial Statements and accompanying notes that will be made available on Engine’s investor relations site on April 14, 2022 which can be found at https://ir.enginemediainc.com/.
About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ: GAME) (TSX-V: GAME) provides premium social sports and esports gaming experiences, as well as unparalleled data analytics, marketing, advertising, and intellectual property to support its owned and operated direct-to-consumer properties, while also providing these services to enable its clients and partners. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; WinView Games, a social predictive play-along gaming platform for viewers to play while watching live events; UMG, an end-to-end competitive esports platform powering and broadcasting major esports events, as well as daily community tournaments, matches, and ladders; and Frankly Media, a digital publishing platform used to create, distribute and monetize content across all digital channels. Engine Media generates revenue through a combination of direct-to-consumer and subscription fees, streaming technology and data SaaS-based offerings, programmatic advertising and sponsorships. For more information, please visit www.enginegaming.com.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Engine to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
GAME@mzgroup.us
Media Contact:
James Goldfarb
Sloane & Company
Main: 212-446-1869
jgoldfarb@sloanepr.com
Exhibit 99.3
Engine Gaming & Media Announces Agreement to Divest Assets of UMG Gaming Subsidiary to Harena Data
Agreement and divesture of subsidiary marks Company’s focus on core high-growth B2B analytics, marketing, advertising, and gaming businesses
Transaction is part of a series of actions to be taken to eliminate approximately $16M of annualized cash operating expenses, moves the Company toward achieving goal of run rate breakeven by 2023
NEW YORK, NY / ACCESSWIRE / June 22, 2022 — / Engine Gaming and Media, Inc. (“Engine” or the “Company”) (NASDAQ:GAME) (TSX-V:GAME), a data-driven, gaming, media and social influencer marketing solutions company, today announced that its wholly owned subsidiary, UMG Events, LLC (“UMG”), had entered into an agreement with Harena Data, Inc. (“Harena Data”) for the sale of certain UMG assets. In addition to the transfer of assets, UMG will supply various technology services to Harena Data following the closing of the transaction. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the Company’s fiscal fourth quarter.
Harena Data will take ownership of the UMG online business, which hosts daily tournaments and matches for competitive esports players, as well as the ownership of the studio and media properties under UMG including its social channels. This transaction marks the next step in the Company’s ongoing portfolio shaping strategy to sharpen the focus on its core businesses and drive enhanced value creation. Harena Data Inc has focused on the building of gaming ecosystems and business units to serve those ecosystems.
“Earlier this year, we began a comprehensive portfolio review to identify cost savings opportunities available to Engine that would best position our Company for continued sustainable growth while focusing on our core businesses,” commented Lou Schwartz, Chief Executive Officer of Engine. “The transition of UMG will further reduce cash expenditure by approximately $16M on a year-over-year basis and enable us to utilize our capital more efficiently. This is part of an overall effort to relieve the Company of the more significant cash expenditures necessary to support B2C gaming businesses, particularly as we enter a far more difficult macroeconomic environment. With this transaction, the sale of Eden games, and other cost savings initiatives we have implemented or will implement in the near term, we position the Company to achieve its goal of run rate breakeven in 2023.”
Tom Rogers, Executive Chairman of Engine, added, “We continue to take meaningful action to focus the business more narrowly on our B2B analytics, marketing, advertising and gaming businesses and sharpen our attention on our core growth engines while unlocking value for our shareholders. Beyond the benefits to our shareholders, this transaction will ensure the Engine team can focus on continuing to execute on our long-term strategy by positioning our assets to capitalize on numerous macro sector growth trends within the advertising and marketing landscape with particular focus on the fast growing social influencer space.”
Mr. Rogers concluded, “Engine will maintain close partnerships with many of UMG’s existing and historical clients, most notably Microsoft, Electronic Arts, and Riot Games through relationships with our other subsidiaries. We want to especially thank the terrific team at UMG for their great work building a high-quality next-generation gaming experience.”
About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME) (TSX-V:GAME) provides premium social sports and esports gaming experiences, as well as unparalleled data analytics, marketing, advertising, and intellectual property to support its owned and operated direct-to-consumer properties, while also providing these services to enable its clients and partners. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; WinView Games, a social predictive play-along gaming platform for viewers to play while watching live events; and Frankly Media, a digital publishing platform used to create, distribute and monetize content across all digital channels. Engine Media generates revenue through a combination of direct-to-consumer fees, streaming technology and data SaaS-based offerings, and programmatic advertising. For more information, please visit www.enginegaming.com.
About Harena Data Inc.
Founded in 2017, Harena Data has developed software for league development, launched streaming channels and have worked closely with educational and community organizations to develop the gaming ecosystem. Harena Data Inc is also the founder of “The Esports Combine”, the largest aggregator of esports scholarships on the planet. The principles of Harena Data have a strong background in esports, event management, motion picture production, and telecommunications. In addition to GYO Score, Harena Data specializes in esports consultation regarding the development and deployment of esports venues, scholastic esports programs, and esports league concepts. For more information, please visit www.harenadata.net.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Engine to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
GAME@mzgroup.us
Exhibit 99.4
Engine Gaming & Media Confirms Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency
NEW YORK, NY / ACCESSWIRE / June 28, 2022 — Engine Gaming and Media, Inc. (“Engine” or the “Company”) (NASDAQ:GAME) (TSX-V:GAME), a data-driven, gaming, media and social influencer marketing solutions company, announced today that on June 23, 2022, it received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement for continued listing, which requires listed securities to maintain a minimum bid price of US$1.00 per share (“Minimum Bid Requirement”). Based on the closing bid price of the Company’s common shares for the last 30 consecutive business days, the Company has failed to meet the Minimum Bid Requirement set forth in Nasdaq Listing Rule 5550(a)(2) during that period. The Notice is only a notification of deficiency, it is not a notice of imminent delisting, and it has no current immediate effect on the listing or trading of the Company’s common shares on The Nasdaq Capital Market.
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a period of 180 calendar days from the date of the Notice, or December 20, 2022, to regain compliance with the Minimum Bid Requirement, during which time the common shares will continue to trade on The Nasdaq Capital Market under the symbol “GAME”. If at any time before December 20, 2022, the bid price of the common shares closes at or above US$1.00 per share for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Requirement. If the Company does not regain compliance with the Minimum Bid Requirement after the initial 180-day period, the Company may be eligible for an additional period of 180 calendar days to regain compliance, if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement. In this case, the Company will need to provide written notice of its intention to cure the deficiency during the second compliance period.
One potential solution for the Company to meet the Minimum Bid Requirement is for the Company to conduct a reverse stock split. If the Company cannot demonstrate compliance by the allotted compliance period(s), Nasdaq’s staff will notify the Company that its common shares are subject to delisting. The Company’s common shares are also listed on the TSXV Exchange and the Notice does not affect the Company’s compliance status with such listing.
About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME) (TSX-V:GAME) provides premium social sports and esports gaming experiences, as well as unparalleled data analytics, marketing, advertising, and intellectual property to support its owned and operated direct-to-consumer properties, while also providing these services to enable its clients and partners. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; WinView Games, a social predictive play-along gaming platform for viewers to play while watching live events; and Frankly Media, a digital publishing platform used to create, distribute and monetize content across all digital channels. Engine Media generates revenue through a combination of direct-to-consumer fees, streaming technology and data SaaS-based offerings, and programmatic advertising. For more information, please visit www.enginegaming.com.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Engine to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
GAME@mzgroup.us
Exhibit 99.5
Engine Gaming & Media, Inc. Announces Timing of Fiscal 3Q22 Earnings Release and Conference Call
NEW YORK, NY / ACCESSWIRE / June 30, 2022 — / Engine Gaming and Media, Inc. (“Engine” or the “Company”) (NASDAQ:GAME) (TSX-V:GAME), a data-driven, gaming, media and social influencer marketing solutions company, today announced that it will issue a press release promptly after the market close on Thursday, July 14, 2022, summarizing its financial results for the fiscal third quarter of 2022 ended May 31, 2022. The Company will also host a conference call the same day at 4:30 p.m. Eastern Time to discuss its financial results in further detail. The call will conclude with Q&A from participants.
| Date: | Thursday, July 14, 2022 |
| Time: | 4:30 p.m. Eastern time |
| Dial-in: | 1-877-407-0784 |
| International Dial-in: | 1-201-689-8560 |
| Conference Code: | 13730453 |
| Webcast: | GAME Conference Call |
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
A playback of the call will be available through July 21, 2022 on Engine Gaming and Media, Inc.’s Investor Relations website at ir.enginemediainc.com
About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME) (TSX-V:GAME) provides premium social sports and esports gaming experiences, as well as unparalleled data analytics, marketing, advertising, and intellectual property to support its owned and operated direct-to-consumer properties, while also providing these services to enable its clients and partners. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; WinView Games, a social predictive play-along gaming platform for viewers to play while watching live events; and Frankly Media, a digital publishing platform used to create, distribute and monetize content across all digital channels. Engine Media generates revenue through a combination of direct-to-consumer fees, streaming technology and data SaaS-based offerings, and programmatic advertising. For more information, please visit www.enginegaming.com.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Engine to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
GAME@mzgroup.us