Business Context and Reporting Period
This Form 8-K is filed by Golden Matrix Group, Inc. (GMGI) on September 9, 2025, reporting events effective as of August 29, 2025. The filing details an amendment to the Sale and Purchase Agreement regarding the acquisition of the MeridianBet Group, completed in April 2024. The registrant is incorporated in Nevada and trades on the NASDAQ Capital Market.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins) for a reporting period. Instead, it discloses specific transactional financial data related to the settlement of acquisition consideration:
- Total Consideration Conversion: $500,000 of the "18 Month Non-Contingent Post-Closing Cash Consideration" owed to seller Aleksandar Milovanović is being converted into common stock.
- Shares Issued (Completed):
- 83,300 shares issued at a conversion price of $1.23 per share ($100,000 value).
- 98,039 shares issued at a conversion price of $1.02 per share ($100,000 value).
- Shares to be Issued (Scheduled):
- Three additional tranches of $100,000 each are scheduled for conversion on September 12, 19, and 26, 2025, based on the closing sales price on those dates.
- Remaining Cash Obligation: The remaining balance of the 18 Month Non-Contingent Post-Closing Cash Consideration is due and payable on or before October 9, 2025.
Material Changes Versus Prior Period
The material change reported is the execution of the Eighth Amendment to the Sale and Purchase Agreement and a new Post-Closing Cash Consideration Conversion Agreement. This alters the payment structure for the MeridianBet Group acquisition by converting a portion of the cash liability owed to a former owner (Milovanović) into equity, reducing the immediate cash outflow required by the Company.
Guidance, Outlook, and Risks
Management Commentary: The Company states that the shares issued and to be issued are in full satisfaction of the specific cash consideration portions owed to Milovanović. The remaining cash consideration to all sellers remains due by October 9, 2025.
Risks and Contingencies:
- Unregistered Securities: The issuance of shares to Milovanović is unregistered, relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D. These shares are subject to transfer restrictions and legends.
- Dilution: The issuance of approximately 181,339 shares (plus future tranches) represents a dilutive event for existing shareholders.
- Liquidity: While the conversion reduces cash liability, the Company still faces a significant cash payment deadline of October 9, 2025, for the remaining consideration.
Investor Verification Checklist
- Verify the exact number of shares to be issued for the September 12, 19, and 26, 2025 tranches once the closing prices are determined.
- Confirm the Company's liquidity position to ensure it can meet the remaining cash consideration deadline of October 9, 2025.
- Review the full text of the Eighth Amendment (Exhibit 2.9) and Conversion Agreement (Exhibit 10.1) for any additional covenants or conditions.
- Monitor subsequent filings for the official issuance of the remaining shares and confirmation of the cash payment.