GameStop (NYSE: GME) previously entered into an Open Market Sale AgreementSM, or Sales Agreement, with Jefferies LLC, or Jefferies, on May 17, 2024, relating to shares of our Class A common stock, par value $0.001 per share, or common stock. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time through Jefferies, acting as our sales agent and referred to as the “Sales Agent.” We have previously sold an aggregate of 45,000,000 shares of our common stock for aggregate gross proceeds of approximately $933.4 million pursuant to the Sales Agreement and the prospectus supplement filed by us on May 17, 2024. Under this prospectus supplement and the accompanying prospectus, and in accordance with the terms of the Sales Agreement, we may offer and sell up to an additional 75,000,000 shares of our common stock from and after the date hereof.
Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “GME.” On June 6, 2024, the last reported sale price of our common stock on the NYSE was $46.55 per share. Our common stock has experienced extreme volatility in price and trading volume. From February 4, 2024 to June 6, 2024, the closing price of our common stock on the NYSE ranged from as low as $10.01 to as high as $48.75 and daily trading volume ranged from approximately 1,731,300 to 206,979,100 shares. During such period, we did not experience any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. Furthermore, since January 2021 through the date hereof, the market price of our common stock has seen extreme price fluctuations that do not appear to be based on the underlying fundamentals of our business or results of operations. Investors that purchase shares of our common stock in this offering may lose a significant portion of their investments if the price of our common stock subsequently declines. Please see the section of this prospectus supplement titled “Risk Factors.”
Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of shares of our common stock but will act as our sales agent and use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with normal trading and sales practices of the Sales Agent, on terms mutually agreed between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The Sales Agent will be entitled to compensation at a commission rate of up to 1.5% of the gross sales price per share of common stock sold through them as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of our common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-11 regarding the compensation to be paid to the Sales Agent.
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