GMGI Files 8-K on Material Agreement, Proxy Solicitation

TL;DR

**GMGI just dropped an 8-K about a big new agreement and proxy solicitation, keep an eye out for details!**

AI Summary

Golden Matrix Group, Inc. (GMGI) filed an 8-K on January 24, 2024, reporting an "Entry into a Material Definitive Agreement" on January 22, 2024. This filing also indicates the company is soliciting material pursuant to Rule 14a-12 under the Exchange Act, which typically relates to proxy solicitations before a definitive proxy statement is available. This matters to investors because a material definitive agreement could significantly impact the company's future operations, revenue, or strategic direction, potentially affecting stock valuation.

Why It Matters

A material definitive agreement can signal a major business change, such as an acquisition, merger, or significant partnership, which could drive future growth or alter the company's risk profile.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without providing details, creating uncertainty about its nature and potential impact, which could be positive or negative.

Analyst Insight

Investors should monitor subsequent filings (like another 8-K or a proxy statement) for details on the material definitive agreement and the nature of the proxy solicitation, as these will provide crucial information to assess the impact on GMGI's future.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — registrant filing the 8-K
• January 22, 2024 (date) — date of the earliest event reported (entry into material definitive agreement)
• January 24, 2024 (date) — date the 8-K was filed
• GMGI (company) — trading symbol for Golden Matrix Group, Inc.
• NASDAQ Stock (company) — exchange where GMGI Common Stock is registered

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ

Filing Documents

• gmgi_8k.htm (8-K) — 52KB
• gmgi_ex23.htm (EX-2.3) — 29KB
• 0001477932-24-000334.txt ( ) — 216KB
• gmgi-20240122.xsd (EX-101.SCH) — 6KB
• gmgi-20240122_lab.xml (EX-101.LAB) — 14KB
• gmgi-20240122_cal.xml (EX-101.CAL) — 1KB
• gmgi-20240122_pre.xml (EX-101.PRE) — 9KB
• gmgi-20240122_def.xml (EX-101.DEF) — 2KB
• gmgi_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the " Company ", " Golden Matrix ", " we " and " us ") with the Securities and Exchange Commission (the " SEC ") on January 12, 2023, we entered into a Sale and Purchase Agreement of Share Capital (the " Original Purchase Agreement ") with Aleksandar Milovanovi, Zoran Milosevic and Sneana Boovi (collectively, the " Sellers "), the owners of Meridian Tech Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia; Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, the " Meridian Companies "). Pursuant to the Original Purchase Agreement, we agreed to acquire 100% of the Meridian Companies (the " Purchase "). As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on June 30, 2023, on June 28, 2023, we entered into an Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, with the Sellers (the " A&R Purchase Agreement "), which amended and restated the Original Purchase Agreement and as previously disclosed in the Current Report on Form 8K filed by the Company with the SEC on September 28, 2023, on September 22, 2023, we entered into a First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital with the Sellers (the " First Amendment "). On, and effective on, January 22, 2024, the Company and the Sellers entered into a Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the " Second

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 2.1# Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2023, and incorporated by reference herein)(File No. 001-41326) 2.2 First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28, 2023, and incorporated by reference herein)(File No. 001-41326) 2.3* Second Amendment to Amended and Restat

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements made in this Current Report on Form 8-K contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (" forward-looking statements "). Words such as " strategy, " " expects, " " continues, " " plans, " " anticipates, " " believes, " " would, " " will, " " estimates, " " intends, " " projects, " " goals, " " targets " and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to close the Purchase on the terms set forth in, and pursuant to the required timing set forth in, the Purchase Agreement, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the Company or the Sellers (collectively, the " Purchase Agreement Parties ") to terminate the Purchase Agreement; the effect of such termination, including breakup and other fees potentially payable in connection therewith; the outcome of any legal proceedings that may be instituted against Purchase Agreement Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions to the Purchase Agreement on a timely basis or at all, including the risk that regulatory and other approvals (including the approval of Nasdaq) required for the Purchase Agreement are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or the expected benefits of the transaction; the ability of the Company to obtain the funding required to complete such acquisition, if any, the terms of such funding, potential dilution cause

SIGNATURES

SIGNATURES 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, hereunto duly authorized. GOLDEN MATRIX GROUP, INC. Date: January 24, 2024 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR