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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): September 9, 2025

 

Golden Matrix Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-41326

 

46-1814729

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

 

3651 Lindell Road, Suite D131

Las Vegas, NV 89103

(Address of principal executive offices)(zip code)

 

Registrant’s telephone number, including area code: (702) 318-7548

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange 

on which registered

Common Stock, $0.00001 Par Value Per Share

 

GMGI

 

The NASDAQ Stock Market LLC

(The NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 






   

Item 1.01 Entry into a Material Definitive Agreement.

 

Eight 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 Milovanović (“Milovanović”), Zoran Milošević (“Milošević”) and Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Sellers”), the former owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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.

 

Božović is a member of the Board of Directors of the Company; Milošević is the Chief Executive Officer of MeridianBet Group and Milovanović 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 into common stock of the Company.

 

On September 9, 2025, and effective on, August 29, 2025, we and the Sellers entered into an Eight Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Eight Amendment”), which amended the Purchase Agreement to provide that a total of $500,000 of the 18 Month Non-Contingent Post-Closing Cash Consideration owed by the Company to Milovanović would be converted into shares of the Company’s common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement (the “Conversion Agreement”).

 

On September 9, 2025, Milovanović and the Company entered into the Conversion Agreement dated August 29, 2025, pursuant to which: (i) on September 9, 2025, and effective on August 29, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement was converted 83,300 shares of Company common stock (based on a conversion price of $1.23 per share)(which shares are in the process of being issued); (ii) on September 9, 2025, and effective on September 5, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement was converted into 98,039 shares of the Company’s common stock (based on a conversion price of $1.02 per share, the closing sales price of the Company’s common stock on September 5, 2025) (which shares are in the process of being issued); (iii) on September 12, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company’s common stock on Friday, September 12, 2025; (iv) on September 19, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company’s common stock on Friday, September 19, 2025; and (v) on September 26, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company’s common stock on Friday, September 26, 2025 (collectively, all such shares issued and issuable pursuant to (i) through (v) above, the “Milovanović Shares”).

 

Pursuant to the Conversion Agreement, which included customary representations and warranties of the parties, Milovanović agreed that the shares of common stock issuable in connection therewith were in, and will be in, full and complete satisfaction of the portions of the applicable non-contingent post-closing cash consideration payable to Milovanović.

 

The remaining 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Sellers continues to be due and payable by the Company on or before October 9, 2025.

 

The foregoing description of the Eighth Amendment and Conversion Agreement, is not complete and is subject to, and qualified in its entirety by reference to the Eighth Amendment and Conversion Agreement, attached hereto as Exhibits 2.9 and 10.1, respectively, which are incorporated in this Item 1.01 by reference in their entirety.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

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, 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 Milovanović 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.

 

 
2

 

 

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 Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 Sale and Purchase Agreement of Share Capital dated January 22, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2024, and incorporated by reference herein)(File No. 001-41326)

2.4

 

Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated April 8, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 2024, and incorporated by reference herein)(File No. 001-41326)

2.5#

 

Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated June 17, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 21, 2024, and incorporated by reference herein)(File No. 001-41326)

2.6

 

Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated October 1, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 2, 2024, and incorporated by reference herein)(File No. 001-41326)s

2.7

 

Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated April 9, 2025, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.7 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2025, and incorporated by reference herein)(File No. 001-41326)

2.8

 

Seventh Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated August 21, 2025, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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 2.8 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 27, 2025, and incorporated by reference herein)(File No. 001-41326)

2.9*

 

Eighth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated August 29, 2025 and entered into September 9, 2025, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo 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

10.1*

 

Post-Closing Cash Consideration Conversion Agreement dated August 29, 2025 and entered into on September 9, 2025, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

# Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) 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.

 

£ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. 

 

 
3

 

  

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: September 12, 2025

By:

/s/ Anthony Brian Goodman

 

 

 

Anthony Brian Goodman

 

 

 

Chief Executive Officer

 

 

 
4

 

EX-2.9 2 gmgi_ex29.htm AGREEMENT gmgi_ex29.htm

EXHIBIT 2.9

 

EIGHTH AMENDMENT TO

AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT

OF SHARE CAPITAL 

 

This Eighth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective August 30, 2025 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231, as amended by the (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 20232; (ii) the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 20243; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 20234; (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 20245; (v) Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated October 1, 20246; (vi) Sixth Amendment to Amended and Restated Purchase Agreement of Share Capital, dated April 9, 20257; and (vii) Seventh Amendment to Amended and Restated Purchase Agreement of Share Capital, dated August 21, 20258 (as amended to date, including herein, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser” or “Parent”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”.

 

Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.

 

WHEREAS, the Purchase/Sale Transaction contemplated in the Purchase Agreement closed on April 9, 2024, effective April 1, 2024;

 

WHEREAS, pursuant to Section 2.1.6 of the Purchase Agreement as in effect through and including the Seventh Amendment thereto (as specified above), the additional sum of Ten Million Dollars (USD $10,000,000) was due to the Sellers eighteen months after the Closing Date (i.e., on October 9, 2025)(as defined in the Purchase Agreement, the 18 Month Non-Contingent Post Closing Cash Consideration (the “18 Month Non-Contingent Post-Closing Consideration”, and the “Post-Closing Consideration”)); and

_______________________ 

1 https://www.sec.gov/Archives/edgar/data/1437925/000147793223004933/gmgi_ex22.htm

2 https://www.sec.gov/Archives/edgar/data/1437925/000147793223007193/gmgi_ex22.htm

3 https://www.sec.gov/Archives/edgar/data/1437925/000147793224000334/gmgi_ex23.htm

4 https://www.sec.gov/Archives/edgar/data/1437925/000147793224001928/gmgi_ex24.htm

5 https://www.sec.gov/Archives/edgar/data/1437925/000147793224003781/gmgi_ex25.htm

6 https://www.sec.gov/Archives/edgar/data/1437925/000147793224006129/gmgi_ex26.htm

7 https://www.sec.gov/Archives/edgar/data/1437925/000147793225002670/gmgi_ex27.htm

8 https://www.sec.gov/Archives/edgar/data/1437925/000147793225006299/gmgi_ex28.htm

  

Page 1 of 5

Eighth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital






 

WHEREAS, the Purchaser and the Sellers desire to enter into this Amendment to amend the Purchase Agreement on the terms and subject to the conditions set forth below to provide for the payment of a portion of the Post-Closing Consideration in shares of common stock of the Company.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

 

1. Amendments to Purchase Agreement. Effective as of the Effective Date:

 

(a) Section 2.1.6 of the Purchase Agreement is amended and restated to read in its entirety as follows:

 

“2.1.6 The additional sum of Ten Million Dollars (USD $10,000,000) (the “18 Month Non-Contingent Post-Closing Cash Consideration”, and the “Non-Contingent Post-Closing Cash Consideration”), of which:

 

(A) $100,700 of the 18 Month Non-Contingent Post-Closing Cash Consideration has been paid by the Purchaser subsequent to the Closing Date and prior to August 21, 2025, either in cash or shares of Purchaser Common Stock;

 

(B) a total of $200,000 owed to Milovanović was converted into Purchaser Common Stock pursuant to the August 2025 Debt Conversion Agreement; and

 

(C) a total of $500,000 owed to Milovanović shall be converted into Purchaser Common Stock pursuant to a debt conversion agreement entered into on or around August 29, 2025 (the “August 29, 2025 Debt Conversion Agreement”).

 

(D) the remaining unpaid amount of the 18 Month Non-Contingent Post-Closing Cash Consideration shall be due and payable by the Purchaser on or before October 9, 2025.”

 

(b) The August 29, 2025 Debt Conversion Agreement attached as Attachment 1 to this Amendment shall be deemed Exhibit P to the Purchase Agreement.

 

2. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.

 

Page 2 of 5

Eighth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital






 

3. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

 

 

(a)

Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and to consummate the transactions contemplated hereby. This Amendment constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;

 

 

 

 

(b)

The execution and delivery by such Party and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and

 

 

 

 

(c)

Any individual executing this Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Amendment on behalf of such entity.

 

4. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.

 

5. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement, as applicable, as modified and amended hereby.

 

6. Purchase Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.

 

7. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Purchase Agreement, and this Amendment shall be read in connection with, the Purchase Agreement.

 

8. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

 

9. Governing Law; Disputes. This Amendment shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions. Disputes under the Amendment shall be subject to Section 12.6 of the Purchase Agreement, which section is incorporated by reference herein.

 

Page 3 of 5

Eighth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital






 

10. Severability. If any term, provision, covenant or condition of this Amendment is held by the arbitrator(s) to exceed the limitations permitted by applicable Law, as determined by such arbitrator(s) in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable Law and the Parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Amendment is held by arbitrator(s) to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.

 

11. No Presumption from Drafting. This Amendment has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Amendment. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Amendment, no presumption for or against any Party arising out of drafting all or any part of this Amendment will be applied in any action relating to, connected with or involving this Amendment. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Amendment against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Amendment shall be interpreted in a reasonable manner to affect the intentions of the Parties.

 

12. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Amendment, said Party has fully informed itself of the terms, contents, conditions and effects of this Amendment; (b) said Party has relied solely and completely upon its own judgment in executing this Amendment; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Amendment; (d) said Party has acted voluntarily and of its own free will in executing this Amendment; and (e) this Amendment is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

 

13. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Amendment and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

Page 4 of 5

Eighth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital






 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.

 

 

PURCHASER:

 

 

 

 

Golden Matrix Group, Inc. 

 

 

 

 

 

 

 

By:

/s/ Anthony B. Goodman

 

 

 

Name:

Anthony B. Goodman

 

 

Title:

Chief Executive Officer

 

 

 

 

 

SELLERS:

 

 

 

 

 

By:

/s/ Aleksandar Milovanović

 

 

 

Name:

Aleksandar Milovanović

 

 

 

 

 

By:     

/s/ Zoran Milošević

 

 

 

Name:

Zoran Milošević

 

 

 

 

 

By:

/s/ Snežana Božović

 

 

 

Name:

Snežana Božović

 

Page 5 of 5

Eighth Amendment to

Amended and Restated Sale and Purchase Agreement of Share Capital






 

Attachment 1

 

[Attached]

 

 

 

EX-10.1 3 gmgi_ex101.htm AGREEMENT gmgi_ex101.htm

EXHIBIT 10.1

POST-CLOSING CASH

CONSIDERATION CONVERSION AGREEMENT

 

This Post-Closing Cash Consideration Conversion Agreement (this “Agreement”) dated and effective August 29, 2025 (the “Effective Date”), is by and between, Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Aleksandar Milovanović, an individual (“Milovanović” and “Creditor”), each a “Party” and collectively the “Parties”.

 

W I T N E S S E T H:

 

WHEREAS, as of the date of this Agreement, the Company owes the Creditor, and the other Sellers party to the Purchase Agreement (as defined below), $9,699,000 of 18 Month Non-Contingent Post-Closing Cash Consideration, pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended from time to time (the “SPA” or “Purchase Agreement”);

 

WHEREAS, capitalized terms used herein but not otherwise defined have the meanings given to such terms in the SPA;

 

WHEREAS, the Creditor and the Company desire to provide for the payment of $500,000 of the 18 Month Non-Contingent Post-Closing Cash Consideration (the “Converted Portion”) in shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”); and

 

WHEREAS, the Company and the Creditor desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:

 

1. Consideration.

 

(a) Effective on the Effective Date, and in consideration and in full satisfaction of the Converted Portion:

 

(i) On the Effective Date, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “1stMilovanović Converted Amount”), shall be Converted into that number of restricted shares of common stock of the Company as equals (i) the 1st Milovanović Converted Amount, divided by (ii) $1.23 per share, rounded down to the nearest whole share (the “1st Milovanović Shares”); and

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

Page 1 of 7






 

(ii) On September 5, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “2ndMilovanović Converted Amount”), shall be Converted into that number of restricted shares of common stock of the Company as equals (i) the 2nd Milovanović Converted Amount, divided by (ii) the closing price of the Company’s common stock on Friday, September 5, 2025, rounded down to the nearest whole share (the “2ndMilovanović Shares”); and

 

(iii) On September 12, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “3rdMilovanović Converted Amount”), shall be Converted into that number of restricted shares of common stock of the Company as equals (i) the 3rd Milovanović Converted Amount, divided by (ii) the closing price of the Company’s common stock on Friday, September 12, 2025 (as defined below), rounded down to the nearest whole share (the “3rdMilovanović Shares”); and

 

(iv) On September 19, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “4thMilovanović Converted Amount”), shall be Converted into that number of restricted shares of common stock of the Company as equals (i) the 4th Milovanović Converted Amount, divided by (ii) the closing price of the Company’s common stock on Friday, September 19, 2025, rounded down to the nearest whole share (the “4thMilovanović Shares”); and

 

(v) On September 26, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “5thMilovanović Converted Amount”), shall be Converted into that number of restricted shares of common stock of the Company as equals (i) the 5th Milovanović Converted Amount, divided by (ii) the closing price of the Company’s common stock on Friday, September 26, 2025, rounded down to the nearest whole share (the “5thMilovanović Shares”) and together with the 1st Milošević Shares, the 2nd Milošević Shares, the 3rd Milošević Shares, and the 4th Milošević Shares the “Shares”).

 

(b) The Shares shall be issued in book-entry/non-certificated form, and shall be issued promptly following the date such Shares are due, following each Conversion, as set forth in subsection (a) above.

 

2. Full Satisfaction.

 

The Creditor agrees that he is accepting the Shares in full satisfaction of all amounts owed under, and in connection with, his applicable Converted Amount, which is being converted into the Shares as described above and that as such, Creditor will no longer have any rights of repayment against the Company as to the amounts owed in connection with the Converted Portion which is being converted into the Shares according to this Agreement.

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

Page 2 of 7






 

3. Mutual Representations, Covenants and Warranties.

 

(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.

 

(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Company or the Creditor is a party or by which the Company or the Creditor is bound or affected.

 

(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

 

(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

Page 3 of 7






 

4. Representations of the Creditor.

 

The Creditor represents to the Company that:

 

(a) The Creditor is acquiring the applicable Shares for his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the applicable Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.

 

(b) The Creditor has carefully considered and has, to the extent he believes such discussion necessary, discussed with his professional, legal, tax and financial advisors, the suitability of an investment in the applicable Shares for his particular tax and financial situation and his/her respective advisers, if such advisors were deemed necessary, have determined that the applicable Shares are a suitable investment for him. Creditor has not been offered the applicable Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Creditor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Creditor has had an opportunity to ask questions of and receive satisfactory answers from Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Shares and Company, and all such questions have been answered to the full satisfaction of Creditor. Neither Company, nor any other party, has supplied Creditor any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Creditor is relying on hisr own investigation and evaluation of Company and the Shares and not on any other information.

 

(c) The Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:

 

‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.’’

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

Page 4 of 7






 

(d) The Creditor hereby covenants that he will, whenever and as reasonably requested by the Company and at Creditor’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

 

(e) The Creditor acknowledges that he is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Creditor in reliance on this acknowledgment and with Creditor’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Creditor, when making investment disposition decisions, including the decision to enter into this Agreement, and Creditor’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Creditor. Creditor hereby waives any claim, or potential claim, he has or may have against the Company relating to the Company’s possession of Non-Public Information. Creditor has specifically requested that the Company not provide it with any Non-Public Information. Creditor understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement.

 

(f) The Creditor and each of his Affiliates (as defined in the SPA) are not in default in any of their material obligations, covenants or representations under the SPA, any of the Transaction Documents (as defined in the SPA), or any other agreement with the Company beyond any applicable cure periods therein.

 

(g) The Creditor has been been provided the opportunity to be represented by its own separate legal counsel in its review and negotiation of this Agreement.

 

5. Miscellaneous.

 

(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

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(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Nevada, excluding any provision which would require the use of the laws of any other jurisdiction.

 

(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.

 

(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

 

(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.

 

(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

 

(g) Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

 

(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

 

 

“COMPANY”

 

 

 

 

 

 

Golden Matrix Group, Inc.

 

 

 

 

 

 

 

/s/ Anthony Brian Goodman

 

 

 

Anthony Brian Goodman

 

 

 

Chief Executive Officer

 

 

“CREDITOR”

 

 

 

 

 

By:

/s/ Aleksandar Milovanović

 

 

Name:

Aleksandar Milovanović

 

 

 Post-Closing Cash Consideration Conversion Agreement [August 29, 2025]

Golden Matrix Group, Inc. and

Aleksandar Milovanović

Page 7 of 7