Golden Matrix Group Reports Material Agreement & Equity Sales

TL;DR

GMGI signed a deal, has new debt, and sold stock. Watch this.

AI Summary

Golden Matrix Group, Inc. entered into a material definitive agreement on July 2, 2024, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing details significant financial and corporate actions undertaken by the company.

Why It Matters

This filing indicates potential new financial obligations and the issuance of new equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• July 2, 2024 (date) — Date of Earliest Event Reported
• Nevada (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.00001 — e on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $12,000,000 — missory note in the principal amount of $12,000,000 (the " Note ") and a common stock purch
• $10,000,000 — (each, a " Warrant Share "). A total of $10,000,000 was funded under the Note (representing
• $250,000 — ote and the Warrant, the Company paid a $250,000 commitment fee to the Investor. Commenc
• $600,000 — e in 20 consecutive monthly payments of $600,000 each (the " Repayment Amount "), provid
• $1,000,000 b — increase the Repayment Amount, to up to $1,000,000 by providing written notice to the Compan
• $1.75 — re Price ") subject to a floor price of $1.75 per share (the " Floor Price "), or a c
• $4 — "). The conversion price of the Note is $4.00, a 150% premium over the closing pri
• $2 million — incipal balance of the Note is at least $2 million. Upon the occurrence of an event of de
• $500,000 — on any other indebtedness in excess of $500,000; failure to observe or perform any othe
• $250 million — ompany's market capitalization is below $250 million for ten consecutive days. Upon an event
• $4.00 — l July 1, 2029, at an exercise price of $4.00 per Warrant Share, subject to customary
• $2.25 — subject to a minimum exercise price of $2.25. The Warrant also provides for cashless
• $6,000,000 — as the principal amount of the Note is $6,000,000 or less and, so long as no event of def

Filing Documents

• gmgi_8k.htm (8-K) — 48KB
• gmgi_ex41.htm (EX-4.1) — 87KB
• gmgi_ex101.htm (EX-10.1) — 226KB
• gmgi_ex102.htm (EX-10.2) — 124KB
• gmgi_ex103.htm (EX-10.3) — 83KB
• gmgi_ex104.htm (EX-10.4) — 67KB
• gmgi_ex991.htm (EX-99.1) — 18KB
• 0001477932-24-004070.txt ( ) — 930KB
• gmgi-20240702.xsd (EX-101.SCH) — 6KB
• gmgi-20240702_lab.xml (EX-101.LAB) — 14KB
• gmgi-20240702_cal.xml (EX-101.CAL) — 1KB
• gmgi-20240702_pre.xml (EX-101.PRE) — 9KB
• gmgi-20240702_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 On July 2, 2024, Golden Matrix Group, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with Lind Global Asset Management VIII LLC, a Delaware limited partnership (the " Investor "), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $12,000,000 (the " Note ") and a common stock purchase warrant (the " Warrant ") to acquire 750,000 shares of common stock of the Company (each, a " Warrant Share "). A total of $10,000,000 was funded under the Note (representing the principal amount less an original issue discount of 20%) on July 3, 2024 (the " Closing Date "). The proceeds from the sale of the Note and the Warrant will be used for acquisition costs and future acquisitions. In connection with the issuance of the Note and the Warrant, the Company paid a $250,000 commitment fee to the Investor. Commencing upon the earlier of (a) the date a Registration Statement registering the Common Shares and Warrant Shares is declared effective by the Securities and Exchange Commission (the " SEC ")(as discussed below) and (b) one hundred thirty-five (135) days from the issuance date, the Company is required to pay the outstanding principal amount of the Note in 20 consecutive monthly payments of $600,000 each (the " Repayment Amount "), provided that between payment dates, the Investor may increase the Repayment Amount, to up to $1,000,000 by providing written notice to the Company with such payment to be due and payable within two days of the receipt of such notice, for up to two monthly payments while the Note is outstanding. At the option of the Company, the monthly payment can be made in cash, shares of the common stock of the Company (the " Repayment Shares ") at a price based on 90% of the average five (5) lowest daily volume weighted average prices (" VWAPs ") during the twenty (20) d

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The Note and the Warrant were, and the shares of common stock of the Company issuable upon conversion of the Note and exercise of the Warrant will be, issued in a transaction exempt from the registration requirements under the Securities Act in reliance on the exemption provided by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. The Investor has represented that it is an " accredited investor " as such term is defined in Rule 501(a) of Regulation D, and is acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. If the Note was converted in full at the Floor Price (disregarding any potential prepayment penalties), a maximum of 6,857,143 shares of common stock would be issuable to the Investor in connection therewith. If the Warrant was exercised in full, a maximum of 750,000 shares of common stock would be issuable to the holder thereof. 4

01. Other Events

Item 8.01. Other Events. On July 3, 2024, the Company published a press release announcing the closing of the Purchase Agreement. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01 .

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1* Common Stock Purchase Warrant (750,000 shares of common stock), dated July 2, 2024, issued by Golden Matrix Group, Inc. to Lind Global Asset Management VIII LLC 10.1*+ Securities Purchase Agreement between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC, dated July 2, 2024 10.2* $12,000,000 Senior Secured Convertible Promissory Note, dated July 2, 2024, issued by Golden Matrix Group, Inc. to Lind Global Asset Management VIII LLC 10.3* Security Agreement between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC, dated July 1, 2024 10.4* Pledge Agreement, dated July 2, 2024, Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC 99.1* Press Release dated July 3, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith. + Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. 5

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: July 3, 2024 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR