Investment & Treasury - GameSquare Holdings (GAME) plans potential 9-figure ETH corporate treasury [1] - Board approves up to $100 million in ETH investments over time [1] - GameSquare Holdings (GAME) raises $8 million to buy ETH at $0.95 per share [1]

Group 1 - Omnicom Media Group (OMG) was recognized as the most honored media holding company at the 2025 Cannes Lions International Festival of Creativity, winning a total of 83 Lions, including 15 golds and 2 Grand Prix awards [1][2] - OMD and PHD, two agencies under OMG, secured the 1 and 3 positions for Media Network of the Year, marking the fourth time since 2021 that an OMG agency has received this honor [2][3] - OMD has been named Media Network of the Year for the third time since 2022, outperforming other agencies in terms of Media Lions won and shortlist placements [3][4] Group 2 - OMG announced eight first-mover partnerships during the Cannes festival, aimed at enhancing brand growth through live content and commerce, including collaborations with Disney, Walmart, Amazon, Meta, X, PayPal, and Google [4][5] - The partnerships focus on programmatic bidding during live sports, influencer connections on Walmart's platforms, leveraging Amazon Marketing Cloud, enhancing influencer discovery with Meta, real-time trending topics with X, and activating live strategies on YouTube [4][5] Group 3 - CEO Florian Adamski emphasized that OMG's success is attributed to a high-performance culture focused on delivering the best consumer response, showcasing creativity and innovation as key drivers of business outcomes [5] - The agency's performance at Cannes and other international award shows reflects its commitment to client responsibilities and creating impactful consumer experiences [5][6]

PART I – FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q1 2025 financials show revenue growth from the FaZe merger, a wider net loss, and going concern doubts due to working capital deficiency and accumulated deficit [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in USD) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $4,675,226 | $12,094,950 | | Total current assets | $25,806,252 | $36,472,572 | | Goodwill | $12,704,979 | $12,704,979 | | Total assets | $67,779,864 | $78,730,447 | | **Liabilities & Equity** | | | | Total current liabilities | $45,176,773 | $54,762,972 | | Total liabilities | $57,265,590 | $66,726,199 | | Accumulated deficit | $(127,326,660) | $(122,171,056) | | Total shareholders' equity | $10,514,274 | $12,004,248 | - The company had a working capital deficiency of **$19.4 million** as of March 31, 2025, an increase from the **$18.3 million** deficiency at year-end 2024[31](index=31&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20(Loss)%20Income) Consolidated Statement of Operations Highlights (in USD) | Metric | Three months ended Mar 31, 2025 | Three months ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenue | $21,109,659 | $17,728,224 | | Gross Profit | $3,333,054 | $3,393,157 | | Loss from continuing operations | $(7,121,943) | $(6,281,148) | | Net Loss | $(7,173,736) | $(5,260,948) | | Net Loss attributable to GameSquare | $(5,155,604) | $(5,260,948) | | Loss per share (basic and diluted) | $(0.14) | $(0.30) | [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) - During Q1 2025, the company issued **5,032,233** common shares for the conversion of convertible debt and **1,094,891** shares to settle outstanding payables[21](index=21&type=chunk) - Total shareholders' equity decreased from **$12.0 million** at the end of 2024 to **$10.5 million** as of March 31, 2025, primarily due to the net loss for the period[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows Highlights (in USD) | Cash Flow Activity | Three months ended Mar 31, 2025 | Three months ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(8,582,365) | $(8,015,620) | | Net cash (used in) provided by investing activities | $(375,410) | $2,734,338 | | Net cash provided by financing activities | $1,462,218 | $9,478,912 | | Net (decrease) increase in cash | $(7,336,019) | $4,828,643 | - Cash and restricted cash decreased to **$5.8 million** at March 31, 2025, from **$13.1 million** at December 31, 2024[25](index=25&type=chunk)[188](index=188&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail corporate events, accounting policies, and significant going concern doubts, including key mergers, divestitures, and financing - **Going Concern:** The company has an accumulated deficit of **$127.3 million** and a working capital deficiency of **$19.4 million** as of March 31, 2025. These conditions raise substantial doubt about its ability to continue as a going concern[31](index=31&type=chunk)[32](index=32&type=chunk) - **FaZe Merger:** On March 7, 2024, the company completed its acquisition of FaZe Holdings, Inc. for a total purchase price of **$14.6 million**, resulting in **$7.1 million** of goodwill[45](index=45&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - **Complexity Divestiture:** On March 1, 2024, the company sold its subsidiary Complexity for **$7.9 million**, consisting of cash and a promissory note, recognizing a gain of **$3.0 million**. Complexity is now reported as a discontinued operation[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - **Subsequent Event - Faze Media Disposal:** On April 1, 2025, the company transferred its remaining shares in Faze Media Inc. to Gigamoon to settle a **$10 million** convertible note, resulting in the disposal of Faze Media. This will be reflected as a discontinued operation in Q2 2025[134](index=134&type=chunk)[135](index=135&type=chunk) - **Operating Segments:** The company is organized into three reportable segments: Teams, Agency, and Software-as-a-service (SaaS) + Advertising[41](index=41&type=chunk)[125](index=125&type=chunk) - **Concentration Risk:** One customer accounted for approximately **34%** of total revenue for the three months ended March 31, 2025, down from **57%** in the same period of 2024[38](index=38&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2025 revenue growth to the FaZe acquisition, despite a decline in programmatic advertising, while net loss widened due to higher costs, and liquidity remains a key concern Results of Operations Comparison (in USD) | Metric | Three months ended Mar 31, 2025 | Three months ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenue | $21,109,659 | $17,728,224 | | Gross Profit | $3,333,054 | $3,393,157 | | Loss from continuing operations | $(7,121,943) | $(6,281,148) | | Net Loss | $(7,173,736) | $(5,260,948) | Revenue by Segment (in USD) | Segment | Q1 2025 Revenue | Q1 2024 Revenue | | :--- | :--- | :--- | | Teams | $9,466,934 | $2,562,953 | | Agency | $2,300,035 | $2,942,857 | | SaaS + Advertising | $9,342,690 | $12,222,414 | | **Total** | **$21,109,659** | **$17,728,224** | - The increase in total revenue was primarily driven by the acquisition of FaZe, which contributed to a significant rise in Teams revenue from **$2.6 million** to **$9.5 million** year-over-year[163](index=163&type=chunk)[164](index=164&type=chunk) - SaaS + Advertising revenue decreased by approximately **$3 million**, primarily due to a decline in the programmatic advertising business[166](index=166&type=chunk) - The company incurred **$0.6 million** in restructuring charges in Q1 2025 related to the ongoing operational integration following the FaZe acquisition[172](index=172&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP) | Metric | Three months ended Mar 31, 2025 | Three months ended Mar 31, 2024 | | :--- | :--- | :--- | | Net loss | $(7,173,736) | $(5,260,948) | | **Adjusted EBITDA** | **$(3,408,111)** | **$(4,130,321)** | - The company's liquidity is under pressure, with cash and restricted cash falling to **$5.8 million** at the end of Q1 2025 from **$13.1 million** at year-end 2024. Operations are financed primarily by issuing equity and debt[188](index=188&type=chunk)[191](index=191&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, GameSquare Holdings, Inc. is not required to provide the information for this item - The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item[232](index=232&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2025, due to material weaknesses in control activities and monitoring, with remediation efforts ongoing until December 2026 - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024 (Note: The report text says March 31, 2024, which appears to be a typo and likely means March 31, 2025)[234](index=234&type=chunk) - Material weaknesses were identified in Control Activities and Monitoring Activities due to insufficient resources for risk assessment and control design[234](index=234&type=chunk)[235](index=235&type=chunk) - The company is implementing remediation measures, including engaging outside resources, with a target completion date of December 31, 2026[236](index=236&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including arbitration, promissory note recovery, and SPAC merger-related complaints, with management expecting no material adverse effect - **Allinsports Arbitration:** The company is in arbitration over a disputed acquisition, with an arbitrator directing the company to issue **241,666** common shares. The company has recognized a liability and is pursuing counterclaims[240](index=240&type=chunk)[241](index=241&type=chunk) - **SPAC Complaint:** A complaint has been filed regarding the July 2022 merger between B. Riley 150 Merger Corp. and Faze Holdings, Inc. The company has indemnification obligations and is part of a proposed settlement agreement to contribute **$1.05 million** in cash and stock[243](index=243&type=chunk) - **Alta Partners v. FaZe Holdings, Inc.:** A complaint was filed on April 23, 2025, alleging FaZe Holdings breached a warrant agreement in 2022. The company is currently investigating the matter[245](index=245&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, GameSquare Holdings, Inc. is not required to provide the information for this item - The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item[248](index=248&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no repurchases of shares during the period - None[249](index=249&type=chunk) [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) During the three months ended March 31, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarter[252](index=252&type=chunk)

Part I [Business](index=6&type=section&id=Item%201.%20Business) GameSquare Holdings, Inc. is a vertically integrated digital media, entertainment, and technology company focused on connecting global brands with gaming and youth audiences - GameSquare is a digital media and entertainment company connecting brands with Gen Z, Gen Alpha, and Millennial audiences through its end-to-end platform which includes media networks, marketing agencies, and the FaZe Clan gaming organization[18](index=18&type=chunk)[21](index=21&type=chunk) Revenue from Continuing Operations by Stream (FY 2024 vs. FY 2023) | Source of Revenue | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Teams | $32,026,264 | $0 | | Agency | $12,089,822 | $11,520,901 | | SaaS + Advertising | $52,082,015 | $29,782,480 | - The company's growth strategy includes both organic growth and M&A, having completed five acquisitions and divested two non-core assets between August 2020 and May 2024[27](index=27&type=chunk) - As of April 1, 2025, the company had approximately **132 employees globally**, with the majority (80) located in the United States[36](index=36&type=chunk) [Unresolved Staff Comments](index=11&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - Not applicable[42](index=42&type=chunk) [Cybersecurity](index=11&type=section&id=Item%201C.%20Cybersecurity) The company has established an information security program to manage cybersecurity risks, which includes annual risk assessments, various security controls (EDR, IAM, MFA), and the use of third-party security firms - The company's cybersecurity strategy involves an annual risk assessment and the implementation of controls such as endpoint threat detection (EDR), identity and access management (IAM), multi-factor authentication (MFA), and vulnerability management[43](index=43&type=chunk) - Third-party security firms are utilized for assessments like vulnerability scans and penetration testing and the company also has a written incident response plan and conducts tabletop exercises[44](index=44&type=chunk)[45](index=45&type=chunk) - The Chief Information Security Officer (CISO) has primary responsibility for the information security program, briefing management quarterly, while the Audit Committee provides oversight at the Board level[48](index=48&type=chunk) [Properties](index=11&type=section&id=Item%202.%20Properties) GameSquare does not own any real property and its corporate headquarters is located in a leased facility in Frisco, Texas, with the lease expiring in 2029 - The company's corporate headquarters is a leased facility in Frisco, Texas, under a lease that expires in 2029 and the company does not own any real property[49](index=49&type=chunk) [Legal Proceedings](index=12&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal matters, including an arbitration with Allinsports, a lawsuit to recover promissory notes, a SPAC-related complaint settlement, and a negligence lawsuit against FaZe Clan - **Allinsports Arbitration:** The company was directed to issue **241,666 common shares** and recognized a liability of **$1.5 million** as of the Arrangement closing date[50](index=50&type=chunk)[51](index=51&type=chunk) - **SPAC Complaint Settlement:** The company will contribute **$1,050,000** in cash and common stock to resolve a complaint related to the 2022 merger involving FaZe Holdings, Inc.'s predecessor[53](index=53&type=chunk) - **Villanueva v. Faze Clan, Inc.:** A lawsuit was filed against FaZe Clan for negligence and premises liability and the case is in the discovery stage and is being defended by FaZe Clan's insurer[54](index=54&type=chunk) [Mine Safety Disclosures](index=13&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[57](index=57&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=13&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is traded on the Nasdaq Capital Market under the symbol "GAME", has never paid dividends, and had 845 holders of record as of April 10, 2025 - The company's common stock is listed on the Nasdaq Capital Market under the symbol "**GAME**"[58](index=58&type=chunk) - The company has not paid any dividends since its incorporation and future dividend payments depend on board discretion and various financial factors[59](index=59&type=chunk) Securities Authorized for Issuance Under Equity Compensation Plans (as of Dec 31, 2024) | Plan Category | Securities to be Issued Upon Exercise | Weighted Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | **Approved by Shareholders** | | | | | Stock Options | 416,621 | CAD$19.34 | 502,385 | | Stock Options | 2,344,594 | USD$2.47 | | | RSUs | 578,042 | N/A | 1,195,484 | | **Total** | **3,339,257** | | **1,697,869** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the company's financial performance for the year ended December 31, 2024, showing significant revenue growth to $96.2 million but also an increased net loss of $54.3 million due to higher costs and impairment expenses [Recent Developments](index=18&type=section&id=Recent%20Developments) During 2024 and early 2025, GameSquare executed several major transactions, including the merger with FaZe Clan, a $10 million PIPE financing, the sale of Complexity Gaming, and the creation of FaZe Media, Inc - **FaZe Merger:** Consummated the merger with FaZe Holdings Inc. on March 7, 2024, making FaZe a wholly-owned subsidiary[112](index=112&type=chunk) - **PIPE Financing:** Completed a **$10.0 million** private placement in public equity (PIPE) financing concurrent with the FaZe merger[117](index=117&type=chunk) - **Complexity Divestiture:** Sold its subsidiary Complexity Gaming on March 1, 2024, for a purchase price of **$10.4 million**, paid in cash and a promissory note[121](index=121&type=chunk)[122](index=122&type=chunk) - **FaZe Media Venture:** Created FaZe Media, Inc. and entered a venture with Gigamoon, which invested **$11.0 million** for a 49% interest and GameSquare later sold a portion of its stake for **$9.5 million**[107](index=107&type=chunk)[108](index=108&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) For the fiscal year 2024, revenue increased by 133% to $96.2 million, primarily due to acquisitions, but the net loss widened to $54.3 million due to surging operating expenses and impairment charges Consolidated Results of Operations (FY 2024 vs. FY 2023) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | **$96,198,101** | **$41,303,381** | | Gross Profit | $15,273,116 | $10,101,522 | | Loss from Continuing Operations | ($46,150,610) | ($25,382,905) | | Impairment Expense | $12,548,476 | $7,024,000 | | **Net Loss** | **($54,308,620)** | **($31,282,427)** | | Net Loss Attributable to GameSquare | ($48,750,907) | ($31,282,427) | | Loss per Share (Basic & Diluted) | ($1.75) | ($2.81) | - The significant increase in revenue was primarily driven by the acquisition of Engine on April 11, 2023, and the acquisition of FaZe on March 7, 2024[133](index=133&type=chunk) - Impairment expense increased to **$12.5 million** in 2024, related to goodwill for the Stream Hatchet and Sideqik reporting units (**$7.4 million**) and intangible assets (**$4.0 million**)[144](index=144&type=chunk) - The company met its pro-forma annual revenue guidance of **$100+ million**, with pro-forma 2024 revenue amounting to approximately **$102.0 million** when including pre-acquisition FaZe revenue[137](index=137&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company's financial position shows a working capital deficit of $18.3 million and an accumulated deficit of $122.2 million, raising substantial doubt about its going concern ability, with operations financed primarily through $38.0 million in financing activities - The financial statements were prepared on a going-concern basis, but recurring losses and a working capital deficiency of **$18.3 million** as of Dec 31, 2024, raise substantial doubt about the company's ability to continue operations without securing additional funding[161](index=161&type=chunk)[164](index=164&type=chunk)[218](index=218&type=chunk) Cash Flow Summary (FY 2024 vs. FY 2023) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($30.6 million) | ($16.1 million) | | Net Cash Provided by Investing Activities | $2.7 million | $14.1 million | | Net Cash Provided by Financing Activities | $38.0 million | $4.0 million | - As of December 31, 2024, the company's principal source of liquidity was **$12.1 million** in cash[167](index=167&type=chunk) [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies involve significant estimates and judgments in revenue recognition, business combinations, and impairment testing, with revenue recognized differently across streams and goodwill/long-lived assets tested annually - Revenue recognition policies vary by stream: Brand Sponsorships and SaaS revenues are generally recognized ratably over the contract term, while Consumer Products revenue is recognized at a point in time upon shipment[178](index=178&type=chunk)[181](index=181&type=chunk)[189](index=189&type=chunk) - For business combinations, the company uses the acquisition method, allocating the purchase price to identifiable assets and liabilities at fair value, with any excess recorded as goodwill and this process involves significant judgment and estimates[203](index=203&type=chunk) - Goodwill and long-lived assets are tested for impairment annually or when a triggering event occurs and if the carrying value of a reporting unit exceeds its fair value, an impairment charge is recorded[205](index=205&type=chunk)[206](index=206&type=chunk) - The company has elected the Fair Value Option (FVO) for its convertible debt, recognizing it at fair value with changes reported in earnings[207](index=207&type=chunk) [Financial Statements and Supplementary Data](index=38&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for FY2024 and FY2023, including the auditor's report highlighting a going concern uncertainty, and notes detailing acquisitions, debt, and impairment charges [Report of Independent Registered Public Accounting Firm](index=39&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor, Kreston GTA LLP, issued an opinion that the financial statements are fairly presented but highlighted a "Material Uncertainty Related to Going Concern" and identified three Critical Audit Matters: acquisitions, impairment of goodwill and intangible assets, and revenue recognition - The auditor's report includes a paragraph on "**Material Uncertainty Related to Going Concern**," citing recurring losses and a working capital deficiency of **$18.3 million**, which raises substantial doubt about the company's ability to continue as a going concern[218](index=218&type=chunk) - Critical Audit Matters identified were: 1) Acquisitions, due to the complexity in valuing acquired assets and consideration in the FaZe merger; 2) Impairment of goodwill and intangible assets, due to significant estimation uncertainty; and 3) Revenue recognition, due to the high degree of auditor effort required[224](index=224&type=chunk)[225](index=225&type=chunk)[228](index=228&type=chunk)[230](index=230&type=chunk) [Consolidated Financial Statements](index=43&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a working capital deficit of $18.3 million, total assets of $78.7 million, total liabilities of $66.7 million, a net loss of $54.3 million for 2024, and $30.6 million cash used in operations Consolidated Balance Sheet Highlights (as of Dec 31, 2024) | Account | Amount | | :--- | :--- | | Total Current Assets | $36,472,572 | | Total Current Liabilities | $54,762,972 | | **Working Capital Deficit** | **($18,290,400)** | | Goodwill | $12,704,979 | | Total Assets | $78,730,447 | | Total Liabilities | $66,726,199 | | Total Shareholders' Equity | $12,004,248 | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2024) | Account | Amount | | :--- | :--- | | Revenue | $96,198,101 | | Gross Profit | $15,273,116 | | Total Operating Expenses | $61,423,726 | | **Net Loss** | **($54,308,620)** | | Net Loss Attributable to GameSquare | ($48,750,907) | [Notes to Consolidated Financial Statements](index=48&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide critical details on going concern uncertainty, acquisitions (FaZe merger), divestitures (Complexity sale), goodwill and intangible asset impairments, and significant debt financing - **Acquisition of FaZe (Note 4c):** The company acquired FaZe on March 7, 2024 and the total purchase price was valued at **$14.6 million**, resulting in **$7.1 million** of goodwill and **$12.0 million** of intangible assets[357](index=357&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk) - **Sale of Complexity (Note 4d, 19):** On March 1, 2024, the company sold Complexity for consideration valued at **$7.9 million**, recognizing a gain on disposal of **$3.0 million** and the transaction is reported as a discontinued operation[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[478](index=478&type=chunk) - **Goodwill and Intangible Asset Impairment (Note 7):** In 2024, the company recorded a goodwill impairment charge of **$7.4 million** related to the Stream Hatchet and Sideqik reporting units, and an intangible asset impairment of **$4.0 million**[393](index=393&type=chunk)[396](index=396&type=chunk) - **Financing (Note 11):** The company engaged in significant debt financing, including a **$6.5 million** convertible note from Yorkville and a **$10 million** convertible note from Gigamoon[416](index=416&type=chunk)[418](index=418&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=91&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None[494](index=494&type=chunk) [Controls and Procedures](index=91&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2024, due to material weaknesses in control and monitoring activities stemming from an insufficient risk assessment process - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024, due to material weaknesses in the design and implementation of control and monitoring activities[496](index=496&type=chunk) - The material weaknesses stemmed from not having sufficient resources for an effective risk assessment process based on the COSO Framework, leading to failures in identifying all risks and designing relevant controls[496](index=496&type=chunk)[497](index=497&type=chunk) - Management is implementing remediation measures, including engaging outside resources, to strengthen controls, with a target completion by December 31, 2026[500](index=500&type=chunk) [Other Information](index=92&type=section&id=Item%209B.%20Other%20Information) The company reported no other information for this item - None[502](index=502&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=92&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None[503](index=503&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=92&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The information required for this item, concerning the company's directors, executive officers, and corporate governance, is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC[505](index=505&type=chunk) [Executive Compensation](index=92&type=section&id=Item%2011.%20Executive%20Compensation) The information regarding executive compensation is incorporated by reference from the company's definitive proxy statement, which will be filed within 120 days of the fiscal year-end - Information is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC[506](index=506&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=92&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details on security ownership by certain beneficial owners and management are incorporated by reference from the company's forthcoming definitive proxy statement - Information is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC[507](index=507&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=93&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC[508](index=508&type=chunk) [Principal Accounting Fees and Services](index=93&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services has been omitted from this report and is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference to the Company's definitive proxy statement to be filed with the SEC[509](index=509&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=93&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including the Agreement and Plan of Merger with FaZe Holdings, various asset purchase and financing agreements, and officer certifications - Lists exhibits filed with the report, including the merger agreement with FaZe Holdings Inc., the PIPE financing subscription agreement, the Membership Interest Purchase Agreement for the Complexity sale, and various convertible note and security agreements[511](index=511&type=chunk)[512](index=512&type=chunk)[513](index=513&type=chunk)

Core Insights - Lowe's is enhancing its brand presence through partnerships with EA SPORTS titles, aiming to engage sports fans and connect with a younger audience interested in home improvement [4][5]. Group 1: Brand Integration and Engagement - Lowe's will feature prominently in EA SPORTS College Football 26, with branding on the broadcast overlay of Stadium Pulse, which enhances crowd excitement during gameplay [1]. - The collaboration includes interactive experiences, such as a real-life "On the Road" gaming event that will allow fans to engage with the Lowe's brand throughout the NFL season [2]. - The integration with EA SPORTS is part of Lowe's broader sports marketing strategy, which includes being the Official Home Improvement Partner of the NFL, aiming to connect with digitally savvy audiences [4]. Group 2: Company Overview - Lowe's Companies, Inc. is a FORTUNE® 50 home improvement company, serving approximately 16 million customer transactions weekly in the U.S. [6]. - For fiscal year 2024, Lowe's reported sales exceeding $83 billion and operates over 1,700 home improvement stores with around 300,000 employees [6].

Core Points - Chipotle Mexican Grill is reintroducing its digital game, Burrito Vault, to celebrate National Burrito Day on April 3, offering up to 157,500 Buy-One-Get-One free entrée codes and over $1 million in free burritos [1][4] - The game allows Chipotle Rewards members in the U.S. and Canada to guess the exact burrito order to unlock prizes, with 2,500 codes available each hour [2][8] - Last year's Burrito Vault saw over two million plays, and this year, the winning code will change every hour to enhance engagement [4][8] Game Mechanics - The Burrito Vault game runs from March 31 at 9:00 am ET to April 2 at 11:59 pm ET, with players having four attempts each hour to guess the correct order [8] - New this year, the first player to unlock the vault each hour will win free burritos for a year, and those who unlock it after all BOGO codes are claimed will receive 25 rewards points [8] - The game emphasizes Chipotle's customizable menu, featuring over 53 ingredients and more than one billion possible burrito combinations [4][10] Promotions - On National Burrito Day, Chipotle is offering a $0 delivery fee for all Chipotle Rewards members ordering through their website or app [5][7] - The promotion is valid only on April 3, 2025, with a minimum order requirement of $10 USD or $12 CAD [9]

Core Insights - A-GAME has been named the official sports hydration drink for Miami FC, enhancing its brand visibility and market presence in the sports sector [1][2][3] Company Overview - A-GAME is founded by Johnny Damon, a champion athlete, and aims to provide high-quality hydration beverages using natural ingredients like honey and sea salt, along with essential vitamins and minerals [1][2][4] - The company is supported by a board of notable athletes and professionals, including Bo Jackson and Gary Brecka, emphasizing its commitment to quality and performance [4] Partnership Details - The partnership with Miami FC will allow A-GAME to supply its hydration products to players and fans, with a focus on promoting proper hydration for athletes of all ages [2][3] - Miami FC, the longest-tenured professional soccer club in Miami, competes in the United Soccer League's Championship, which has a significant following across North America [5]

ORLANDO, Fla., Feb. 18, 2025 (GLOBE NEWSWIRE) -- A-GAME Beverages Inc. (“A-GAME”) has reached a deal with southeastern American grocery chain Greer’s to carry A-GAME sports drinks across stores in Florida, Alabama, and Mississippi. Company founder and former MLB champion Johnny Damon, who was primarily raised in Florida, was originally inspired to start A-GAME to provide local athletes practicing in harsh humid conditions healthier sports drink options. “I’m so happy that a better hydration option will be a ...

Core Points - Nickelodeon is launching a special titled "NFL Slimetime Presents Nickelodeon's Game Changers" to celebrate Black History Month, focusing on the achievements of contemporary Black quarterbacks in the NFL [1][2] - The special will feature prominent athletes such as Patrick Mahomes, Lamar Jackson, Jalen Hurts, and Jayden Daniels, along with NFL legends Doug Williams and Randall Cunningham [2] - The program will include exclusive interviews, archival footage, and behind-the-scenes moments, highlighting the cultural significance and impact of these athletes [2] - The special is set to air on February 26, 2025, at 8:00 p.m. (ET/PT) on Nickelodeon, with streaming available on Paramount+ and the Nickelodeon YouTube channel the following day [1][2] Production Details - "NFL Slimetime Presents Nickelodeon's Game Changers" is produced by Nickelodeon in collaboration with the NFL, overseen by key executives including Ashley Kaplan and Paul J Medford [5][6] - The production team aims to celebrate the contributions of Black quarterbacks and their influence on the sport and society [2][5] Related Programming - Prior to the special, a new episode of "Tyler Perry's Young Dylan" titled "Red Tails" will air, featuring themes of overcoming fear and inspiration from historical figures [3] - The final episode of the fourth season of "NFL Slimetime" will air on February 12, 2025, featuring a recap of Super Bowl LIX [4]

The Official Spiced Rum Sponsor of the NFL is Serving Up More than Delicious Cocktails for Football Fans in New Orleans and at HomeNEW ORLEANS, Jan. 23, 2025 /PRNewswire/ -- When you think of New Orleans, you think Bourbon Street — renowned the the world over for its enduring one-of-a-kind spirit, electric energy, and of course, legendary cocktails. Bourbon Street's most iconic cocktails have one thing in common – rum. So then, why is it called Bourbon Street? In its fourth year as the Official Spiced Rum S ...