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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): December 1, 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 8.01. Other Events.

 

On December 1, 2025, Golden Matrix Group, Inc. (the “Company”) filed a press release disclosing the retirement of its Chief Executive Officer, Anthony Brian Goodman, and the appointment of its Chairman, William Scott, as Interim Chief Executive Officer of the Company, a copy of which is attached hereto as Exhibit 99.1, and incorporated by reference into this Item 8.01 in its entirety.

 

Additional information regarding Mr. Goodman’s retirement and Mr. Scott’s appointment will be disclosed in a subsequent Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description of Exhibit

99.1*

 

Press Release dated December 1, 2025

104

 

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

 

* Filed herewith.

 

Forward Looking Statements

 

This Current Report on Form 8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings or public disclosures, except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.

 

 
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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: December 1, 2025

By:

/s/ Rich Christensen

 

 

 

Rich Christensen

 

 

 

Chief Finanical Officer

 

 

 
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EX-99.1 2 gmgi_ex991.htm PRESS RELEASE gmgi_ex991.htm

EXHIBIT 99.1

 

Golden Matrix Group Announces the Retirement of CEO Brian Goodman, Appointment of William Scott as CEO and Launch of Next Phase of Strategic Execution

 

LAS VEGAS, NV – December 1, 2025 - Golden Matrix Group Inc. (NASDAQ: GMGI)(the “Company” and “Golden Matrix”), a global provider of online gaming platforms, content, and technology, today announced a planned leadership transition that aligns with the Company’s next phase of strategic execution and operational scale.

 

Mr. Brian Goodman has agreed to step down as Chief Executive Officer and member of the Board of Directors of the Company effective December 12, 2025, unless an earlier date is agreed between Mr. Goodman and the Company. Mr. William Scott, Chairman of the Board and a globally recognized gaming executive, will take over as Interim Chief Executive Officer. Mr. Scott will also Chair the Board Committee responsible for appointing the Company’s next Chief Executive Officer.

 

During his tenure, Mr. Goodman guided Golden Matrix through a period of significant transformation, shifting from a micro-cap operator to a diversified, NASDAQ-listed international gaming group. Under his leadership, the Company expanded into multiple regulated markets, built a portfolio of scalable B2B and B2C platforms, and established a business model built on recurring revenue and disciplined growth.

 

“Golden Matrix is built on solid ground - diversified, profitable, and prepared to scale,” said William Scott, Interim CEO and Chairman. “Brian laid the foundation. Our next chapter is about execution, scale and consistent performance. With strong fundamentals, global reach, and disciplined execution, we believe we are positioned to outperform the market and deliver exceptional long-term value for our shareholders.”

 

Mr Scott brings extensive experience in global gaming and regulated markets. He previously held senior executive roles at GTECH/Lottomatica where he played a leading role in that company’s evolution from a lottery-focused business into a broader international gaming group.

 

As interim CEO, while leading the permanent CEO search, he will prioritize performance, operational optimization and continued value creation for shareholders. Golden Matrix is committed to innovation, compliance, and delivering consistent results in a dynamic industry landscape.

 

 
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About Golden Matrix Group Inc. (NASDAQ: GMGI)

 

Golden Matrix Group Inc. (NASDAQ: GMGI), based in Las Vegas, Nevada, is a global gaming technology company that develops, licenses, and operates proprietary online gaming platforms through its B2B and B2C segments. The Company’s diversified portfolio includes casino, sportsbook, and competition products powered by its own technology and subsidiaries such as MeridianBet Group, Expanse Studios, GMAG, RKings, CFAC, and MexPlay. Golden Matrix operates in more than 25 markets worldwide across Europe, Latin America, Asia Pacific, Australia, and Africa, serving both operators and consumers with scalable, compliant, and high-margin gaming solutions. For more information, visit www.goldenmatrix.com.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.

 

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the amount, timing, and sources of funding for the Company’s repurchase program, the fact that common share repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, the ability of the Company to obtain the funding required to pay certain Meridianbet Group acquisition post-closing obligations, the terms of such funding, potential dilution caused thereby and/or covenants agreed to in connection therewith; potential lawsuits regarding the acquisition; the business, economic and political conditions in the markets in which the Company operates; the effect on the Company and its operations of the ongoing Ukraine/Russia conflict and the conflict in Israel, changing interest rates and inflation, and risks of recessions; the need for additional financing, the terms of such financing and the availability of such financing; the ability of the Company and/or its subsidiaries to obtain additional gaming licenses; the ability of the Company to manage growth; the Company’s ability to complete acquisitions and the availability of funding for such acquisitions; disruptions caused by acquisitions; dilution caused by fund raising, the conversion of outstanding preferred stock, convertible securities and/or acquisitions; the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; the Company’s expectations for future growth, revenues, and profitability; the Company’s expectations regarding future plans and timing thereof; the Company’s reliance on its management; the fact that the sellers of the Meridianbet Group hold voting control over the Company; related party relationships; the potential effect of economic downturns, recessions, increases in interest rates and inflation, and market conditions, decreases in discretionary spending and therefore demand for our products and services, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects; the Company’s ability to protect proprietary information; the ability of the Company to compete in its market; the effect of current and future regulation, the Company’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this press release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved.

 

 
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Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly-filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and future periodic reports on Form 10-K and Form 10-Q. These reports are available at www.sec.gov.

 

The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that is not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

Connect with us:

 

X - https://X.com/GMGI_Official

 

www.goldenmatrix.com

 

Investors & Press

 

Contact: Rich Christensen

 

ir@goldenmatrix.com

 

 
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