Golden Matrix Group, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $10,000,000 — , among other consideration, a total of $10,000,000 eighteen (18) months after the Closing
• $8,000,000 — se Agreement to provide that a total of $8,000,000 of the 18 Month Non-Contingent Post-Clo
• $1.00 — n stock (based on a conversion price of $1.00 per share)(which shares are in the proc
• $1,099,672 — Cash Consideration owed to the Sellers ($1,099,672) was extended from October 9, 2025 to O
• $24,000 — e Company, pursuant to which a total of $24,000 owed to such minority interest holders
• $1.29 — Company, based on a conversion price of $1.29 per share (" Minority Interest Holder S

Filing Documents

• gmgi_8k.htm (8-K) — 72KB
• gmgi_ex210.htm (EX-2.10) — 40KB
• gmgi_ex101.htm (EX-10.1) — 36KB
• 0001477932-25-008040.txt ( ) — 285KB
• gmgi-20251106.xsd (EX-101.SCH) — 5KB
• gmgi-20251106_lab.xml (EX-101.LAB) — 14KB
• gmgi-20251106_cal.xml (EX-101.CAL) — 1KB
• gmgi-20251106_pre.xml (EX-101.PRE) — 9KB
• gmgi-20251106_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. Ninth 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, " MeridianBet Group "). Pursuant to the Purchase Agreement, on April 9, 2024 (the " Closing Date "), and effective on April 1, 2024, we acquired 100% of MeridianBet Group. Boovi is a member of the Board of Directors of the Company; Miloevi is the Chief Executive Officer of MeridianBet Group and Milovanovi is a greater than 5% stockholder of the Company. As part of the consideration for the acquisition, we agreed to pay the Sellers, among other consideration, a total of $10,000,000 eighteen (18) months after the Closing Date (the " 18 Month Non-Contingent Post-Closing Cash Consideration "), a portion of which has previously been converted int

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information and disclosures set forth in Items 1.01 above and Item 8.01 below, are incorporated into this Item 3.02 by reference in their entirety. The Company claims, and plans to claim, 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 Milovanovi Shares and Minority Interest Holder Shares, since the offer and sale of such securities did not involve a public offering and the recipient was an " accredited investor ". 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 securities 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.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 6, 2025, the Company held its 2025 Annual Meeting of Stockholders (the " Meeting "). The following four proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 23, 2025 (the " Proxy ")). Capitalized terms have the meanings given to such terms in the Proxy and this Form 8-K should be read in connection with the Proxy. Holders of the shares of common stock were entitled to one vote per share held as of the close of business on September 15, 2025 (the " Record Date ") and holders of the shares of Series B Voting Preferred Stock and Series C Preferred Stock were entitled to 7,500 votes per share held as of the Record Date, except that the holders of the Series C Preferred Stock had the sole right to vote on Proposal 1B below. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below. Proposal 1A The individuals listed below were elected at the Meeting to serve as directors of the Company, to serve until the 2026 annual meeting of stockholders and thereafter until their successors are elected and qualified, by the following vote: For Withhold Broker Non-Votes Anthony Brian Goodman 123,728,269.85 884,922 929,850 Thomas E. McChesney 124,411,323.85 201,868 929,850 Murray G. Smith 124,537,262.85 75,929 929,850 No stockholders abstained from voting on the appointment of the directors described above. Proposal 1B The individuals listed below were elected at the Meeting to serve as Series C Preferred Stock directors of the Company, by the holders of the Company's Series C Preferred Stock, to serve until the 2026 annual meeting of stockholders and thereafter until their successors are elected and qualified, by the following vote: For Withhold Brok

01 Other Events

Item 8.01 Other Events. On November 10, 2025, the Company entered into Debt Conversion Agreements dated and effective August 28, 2025, with the minority interest holders of Meridian Gaming Ltd., a company formed and registered in the Republic of Malta, a wholly-owned subsidiary of the Company, pursuant to which a total of $24,000 owed to such minority interest holders were converted into 18,606 shares of common stock of the Company, based on a conversion price of $1.29 per share (" Minority Interest Holder Shares "). 4

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 Restated

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: November 12, 2025 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 6

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