Golden Matrix Group Reports Material Agreement and Equity Sales

TL;DR

GMGI signed a new deal, owes money, and sold stock.

AI Summary

Golden Matrix Group, Inc. entered into a material definitive agreement on October 1, 2024, which created a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement, financial obligations, and equity sales were filed with the SEC.

Why It Matters

This filing indicates new financial commitments and potential dilution from equity sales, which could impact the company's financial health and shareholder value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and potential dilution.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• October 1, 2024 (date) — Date of Earliest Event Reported
• Nevada (jurisdiction) — State of Incorporation
• 001-41326 (filing_number) — SEC File Number
• 46-1814729 (tax_id) — IRS Number

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $5,000,000 — ition, we agreed to pay the Sellers (i) $5,000,000 (the " Contingent Cash Consideration ")
• $2,000,000 — as follows: (A) Milovanovi – a total of $2,000,000 of the Contingent Cash Consideration du
• $2,625,000 — ement, defined below, and the remaining $2,625,000 of Contingent Cash Consideration due to
• $100,000 — business days; (B) Miloevi – a total of $100,000 of the Contingent Cash Consideration du
• $150,000 — the Company agreed to pay the remaining $150,000 of Contingent Cash Consideration due to
• $50,000 — deration due to Miloevi, at the rate of $50,000 per month, on each of October 1, 2024,
• $25,000 — ber 1, 2024; and (C) Boovi – a total of $25,000 of the Contingent Cash Consideration du
• $2,875,000 — 024 and November 1, 2024. The remaining $2,875,000 of Contingent Cash Consideration due to
• $2.00 — Company, based on a conversion price of $2.00 per share; (b) Miloevi agreed to conver
• $2.30 — Company, based on a conversion price of $2.30 per share, the closing sales price of t
• $2 million — September 4, 2024, Milovanovi converted $2 million of a Deferred Cash Convertible Promisso
• $3,000,000 — h originally had a principal balance of $3,000,000, and which then had a principal balance
• $2,805,671 — d which then had a principal balance of $2,805,671, into 1,000,000 shares of common stock

Filing Documents

• gmgi_8k.htm (8-K) — 48KB
• gmgi_ex26.htm (EX-2.6) — 45KB
• gmgi_ex101.htm (EX-10.1) — 44KB
• 0001477932-24-006129.txt ( ) — 283KB
• gmgi-20241001.xsd (EX-101.SCH) — 6KB
• gmgi-20241001_lab.xml (EX-101.LAB) — 14KB
• gmgi-20241001_cal.xml (EX-101.CAL) — 1KB
• gmgi-20241001_pre.xml (EX-101.PRE) — 9KB
• gmgi-20241001_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. Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital 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 April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the " Purchase Agreement ") with Aleksandar Milovanovi (" Milovanovi "), Zoran Miloevi (" Miloevi ") and Sneana Boovi (" Boovi ", and collectively with Milovanovi and Miloevi , the " Sellers "), the former 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 (" Meridian 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 Purchase Agreement, and effective on April 1, 2024, we acquired 100% of the Meridian Companies. As part of the consideration for the acquisition, we agreed to pay the Sellers (i) $5,000,000 (the " Contingent Cash Consideration ") and (ii) 5,000,000 restricted shares of common stock (the " Contingent Shares ") which are due to the Sellers within five business days following the Determination Date (defined below) if (and only if) the Company has determined that each of the Post-Closing Payment Conditions (defined below) are met. For purposes of the foregoing, the " Determination Date " means the date

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On September 4, 2024, Milovanovi converted $2 million of a Deferred Cash Convertible Promissory Note owed by the Company to Milovanovi, which originally had a principal balance of $3,000,000, and which then had a principal balance of $2,805,671, into 1,000,000 shares of common stock of the Company (the " Deferred Note Shares ") pursuant to the terms of such Deferred Cash Convertible Promissory Note. The information and disclosures set forth in Item 1.01 above are incorporated into this Item 3.02 by reference in their entirety. The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the " Securities Act "), for the issuance of the Deferred Note Shares and Debt Conversion Shares, since the offer and sale of such securities did not involve a public offering and the recipients were " accredited investors ". The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities or book-entry statements will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. 3

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 Restate

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: October 2, 2024 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR