GameSquare Holdings, Inc 6-K, filed Jun 17, 2021
GameSquare Holdings, Inc. (GAME)
About this 6-K
GameSquare Holdings, Inc filed this 6-K on June 17, 2021.
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 June, 2021.
Commission File Number: 333-254709
Engine Media Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
77 King Street West, Suite 300, 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 [X]
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 MEDIA HOLDINGS, INC. | |||
| (Registrant) | |||
| Date: | June 17, 2021 | By: | /s/ Louis Schwartz |
| Name: | Louis Schwartz | ||
| Title: | Chief Executive Officer and Director | ||
EXHIBIT INDEX
| 99.1 | News Release dated June 15, 2021 |
| 99.2 | News Release dated June 16, 2021 |
Exhibit 99.1
Engine Media Announces Effectiveness of Registration Shelf and Listing Date for Nasdaq Global Market
The Engine Shelf Has Been Deemed Effective by the SEC
Engine to Begin Trading on the Nasdaq on June 17, 2021 Under the Ticker Symbol “GAME”
TORONTO, ON, Canada – June 15, 2021 – Engine Media Holdings, Inc. (“Engine” or the “Company”; TSX-V: GAME; OTCQB: MLLLF), a company focused on developing premium consumer experiences, as well as, technology and content solutions for partners in the esports, news and gaming sectors, today announced that a final short form base shelf prospectus (with the securities regulators in each province of Canada, except for the Province of Québec) previously filed on March 25, 2021 (the “Shelf Prospectus”), and a corresponding shelf registration statement on Form F-10 (the “Registration Statement” and, together with the Shelf Prospectus, the “Engine Shelf”) has been deemed effective by the U.S. Securities and Exchange Commission (“SEC”).
The prospectus and registration statement allows the Company to offer up to US$150 million of common shares, preference shares, warrants, subscription receipts, debt securities, units, or any combination thereof (“Securities”) during the 25-month period that the shelf prospectus is effective. The specific terms of any offering of Securities, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement.
Engine also announced that trading on the Nasdaq Global Market (“Nasdaq”) is expected to commence on June 17, 2021 under the ticker symbol “GAME.” The Company will also retain its listing on the TSX Venture exchange under the symbol “GAME.” Engine’s approval for Nasdaq listing was previously announced in a press release on June 7, 2021.
“We are immensely proud to announce these significant milestones as we continue to grow and enhance Engine’s profile within the U.S. capital markets, while attracting new investors and reinforcing our commitment to existing investors,” said Lou Schwartz, CEO of Engine Media. “Our U.S. shelf registration statement is now effective as well, which was one the steps that we have taken as part of our positioning to uplist on the Nasdaq.”
Tom Rogers, Executive Chairman, added, “We got GAME,” referring to the company’s new trading symbol. “We are excited to become a publicly-traded company on the Nasdaq, introduce Nasdaq investors to the Engine Media story and solidify our position at the forefront of gaming technology, content and data solutions. We are also grateful for the Engine Shelf being deemed effective as we continue to offer unique experiences and solutions in the esports, news and gaming sectors.”
Engine Media has filed the shelf prospectus and corresponding registration statement in order to provide the Company with greater financial flexibility going forward.
A copy of the final short form base shelf prospectus can be found on SEDAR at www.sedar.com and a copy of the registration statement can be found on EDGAR at www.sec.gov. A copy of the prospectus and registration statement may also be obtained on request without charge from the Secretary of the Company at its head office at 33 Whitehall Street, 8th Floor, New York, NY 10004.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the Securities in any province, state, or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration of such Securities under the securities laws of any such jurisdiction.
About Engine Media Holdings, Inc.
Engine Media Holdings Inc. is traded publicly under the ticker symbol (TSX-V: GAME) (OTCQB: MLLLF) and once uplisted on the Nasdaq under the ticker symbol “GAME”. The organization is focused on developing premium consumer experiences and unparalleled technology and content solutions for partners in the esports, news and gaming industry. The company’s subsidiaries include Stream Hatchet; the global leader in gaming video distribution analytics; Eden Games , a premium video game developer and publisher with numerous console and mobile gaming franchises; WinView Games, an industry innovator in audience second screen play-along gaming during live events; UMG, an end-to-end competitive esports platform enabling the professional and amateur esport community with tournaments, matches and award nominating content; and Frankly Media, a digital publishing platform empowering broadcasters to create, distribute and monetize content across all 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. To date, the combined companies’ clients have included more than 1,200 television, print and radio brands, dozens of gaming and technology companies, and have connectivity into hundreds of millions of homes around the world through their content, distribution and technology services.
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, including assumptions as to the performance of Engine’s stock price and business operations and its ability to raise financing. 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.
For Further Information:
Ryan Lawrence, ICR
Ryan.Lawrence@icrinc.com
332-242-4321
Exhibit 99.2
Engine Media Further Enhances Data and Media Solutions Business with the Acquisition of Sideqik
Bolsters Influencer Marketing Presence Across Social Media Platforms
Sideqik to be Integrated with Stream Hatchet, Creating the Premier One-Stop-Shop for Audience Measurement, Media Value Assessment and Brand Connection to Gamers and Influencers
TORONTO, ON, Canada – June 16, 2021 – Engine Media Holdings, Inc. (“Engine” or the “Company”; TSX-V: GAME; OTCQB: MLLLF), a company focused on developing premium consumer experiences, as well as, technology and content solutions for partners in the esports, news and gaming sectors, today announced a definitive agreement to acquire Sideqik, Inc., an Atlanta, Georgia-based influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content-creating influencers. As consideration for the transaction, at closing, Engine has agreed to issue 427,527 common shares to the sellers and related parties, with such amount subject to adjustment at closing for cash settlement of certain transaction related expenses and other terms and conditions of the agreement. Closing of the transaction is subject to the approval of the TSX Venture Exchange.
Engine will integrate Sideqik with its subsidiary Stream Hatchet, a global leader in live gaming video distribution analytics and audience engagement. The deal enables Engine to become a single point of contact to navigate where to best find and put media dollars behind the accelerating and expanding world of influencer marketing. Sideqik’s and Stream Hatchet’s combined assets will allow brands and agencies to finally have a one-stop-shop solution with proven expertise in evaluating and generating efficiencies across all live and non-live influencer marketing expenditures. Sideqik and Stream Hatchet boast impressive client lists that include some of the world’s largest media and gaming organizations.
With this focus on influencer marketing, Engine will empower brands to discover and connect with content creating influencers across any content vertical. It will provide tools to best shape the creation of authentic content that resonates with consumers, as well as best in class measurement to determine earned media value, sales effectiveness, and campaign return on investment (“ROI”).
Tom Rogers, Executive Chairman of Engine Media, stated, “With a holistic view of content coming from gaming, live-streaming, and social media platforms along with audience insights on viewership, engagement, sentiment and demographics, Engine’s integrated data solution will now sit in a league of its own. With this deal, we can now greatly expand our data and analytics business and we are positioned more broadly to attract media and marketing dollars.”
“We are excited to welcome Sideqik and its extraordinary team into the Engine family. The combined company will now boast a world-class management team and impressive client list,” added Engine Media Chief Executive Officer Lou Schwartz. “The addition of Sideqik will advance Engine’s advertising and media offerings, enabling our premium demand partners a new vehicle to target and engage hard-to-reach consumers and demographics beyond programmatic advertising. Sideqik and Stream Hatchet will also continue to play crucial roles in strengthening Engine’s direct-to-consumer gaming divisions, WinView Games and UMG Gaming, by deepening relationships with both existing clients and partners, along with offering sophisticated insights on best practices in affiliate and influencer marketing.”
Eduard Montserrat, Head of Stream Hatchet, commented on the combined Company’s expanded offerings and said, “The combined offering of Sideqik and Stream Hatchet enhances our data measurement across more platforms and with deeper demographic insights, contributing to our primary focus of illustrating a 360-degree view, across gaming and influencer environments, as to where a partner’s content is most resonating to drive their desired results.”
“Sideqik and Stream Hatchet have been market leading partners, and I could not be more excited about joining forces with them and the broader Engine team,” said Jeremy Haile, Sideqik’s Co-Founder and Chief Executive Offer.
Tree McGlown, Sideqik’s Co-Founder and Chief Revenue Offer, added, “ We are still in the early stages of what gaming and influencer marketing will evolve into, and together we will be able to accelerate innovation for our customers.”
About Engine Media Holdings, Inc.
Engine Media Holdings Inc. is traded publicly under the ticker symbol (TSX-V: GAME) (OTCQB: MLLLF) and once uplisted on the Nasdaq under the ticker symbol “GAME”. The organization is focused on developing premium consumer experiences and unparalleled technology and content solutions for partners in the esports, news and gaming industry. The company’s subsidiaries include Stream Hatchet; the global leader in gaming video distribution analytics; Eden Games , a premium video game developer and publisher with numerous console and mobile gaming franchises; WinView Games, an industry innovator in audience second screen play-along gaming during live events; UMG, an end-to-end competitive esports platform enabling the professional and amateur esport community with tournaments, matches and award nominating content; and Frankly Media, a digital publishing platform empowering broadcasters to create, distribute and monetize content across all 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. To date, the combined companies’ clients have included more than 1,200 television, print and radio brands, dozens of gaming and technology companies, and have connectivity into hundreds of millions of homes around the world through their content, distribution and technology services.
About Sideqik
Sideqik is an influencer marketing platform that offers brands, CPG, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators. Sideqik’s end-to-end solutions offer marketers advanced capabilities to discover influencers with demographic and content filtering; connect and message influencers; share marketing collateral such as campaign briefs, photos, logos, videos; measure reach, sentiment, and engagement across all major social media platforms; and evaluate earned media value and ROI across the entire campaign.
About Stream Hatchet
Stream Hatchet is the global market leader in live-gaming audience analytics. With API integrations into 16 of the world’s leading video game live-streaming platforms, Stream Hatchet powers the esports and gaming industry with the most trusted audience insights.
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, including the closing of the Sideqik acquisition and the consideration to be paid, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time, including assumptions as to the performance of Engine’s stock price and business operations and its ability to raise financing. 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.
For Further Information:
Ryan Lawrence, ICR
Ryan.Lawrence@icrinc.com
332-242-4321