[10-Q] Golden Matrix Group, Inc. Quarterly Earnings Report
Golden Matrix Group (GMGI) reported higher Q3 results following the MeridianBet reverse merger accounting. Revenue for the quarter was $47,316,308, up from $40,992,329 a year ago, with gross profit of $26,386,423. Operating loss narrowed to $387,621, and net income attributable to GMGI was $566,014 (diluted EPS $0.00). Year-to-date, revenue reached $133,284,729 with a net loss attributable to GMGI of $3,249,939.
The balance sheet showed cash of $22,042,638, total assets of $209,775,592, total liabilities of $82,680,497, and total equity of $127,095,095 as of September 30, 2025. Operating cash flow for the nine months was strong at $17,149,595, offset by $15,106,190 used in investing and $17,124,592 used in financing. Shares outstanding were 140,660,454 as of September 30, 2025; 141,237,872 were outstanding as of October 30, 2025.
The company highlighted the April 2024 MeridianBet acquisition, accounted for as a reverse merger, and contributions from Classics for a Cause, which delivered $2,292,529 in Q3 revenue and $132,045 in net income attributable to GMGI.
- None.
- None.
Insights
Q3 revenue grew; quarter profitable; cash flow solid YTD.
GMGI posted Q3 revenue of
Liquidity shows
Acquired units contributed to growth: Classics for a Cause added
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 |
For the transition period from ______ to _______
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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| The (The NASDAQ Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 accounting standard provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 30, 2025, there were
EXPLANATORY NOTE
On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the 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, the “MeridianBet Group”). On the Closing Date, the Company acquired 100% of the MeridianBet Group (the “Purchase”), effective for all purposes as of April 1, 2024. References herein to “Golden Matrix” refer to the Company prior to the Purchase.
Because the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock on the Closing Date (with Aleksandar Milovanović (“Milovanović” owning 58.8%), and became the majority stockholders of the Company and received rights to appoint certain persons to the Board of Directors of the Company, the Purchase was accounted for as a reverse merger and recapitalization of the Company under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), with the MeridianBet Group as the accounting acquirer and the Company as the accounting acquiree.
Therefore, the historical basis of MeridianBet Group’s assets and liabilities has not been remeasured as a result of the acquisition. Instead, as described more fully in “Note 1 – Basis of Presentation and Accounting Policies” and in “Note 22 – MeridianBet Group Purchase Agreement”, below, the assets and liabilities of Golden Matrix have been recorded at their fair value at the acquisition date and are included in the Company’s consolidated financial statements. In identifying MeridianBet Group as the acquiring entity, the companies considered the structure of the acquisition, the relative equity ownership and the largest portion of the voting rights, in the combined companies after the closing of the acquisition, along with the composition of the board of directors.
On, and effective on, April 5, 2024, the Board of Directors of the Company approved a change in the Company’s fiscal year end from October 31 to December 31, to align the Company’s fiscal year end with that of MeridianBet Group.
As a result, all historical financial information presented in the unaudited consolidated financial statements below represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company.
GOLDEN MATRIX GROUP, INC.
TABLE OF CONTENTS
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Special Note Regarding Forward-Looking Statements |
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PART I. FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Golden Matrix Group, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 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, including, but not limited to:
| · | our need for significant additional financing to grow and expand our operations, complete acquisitions and pay post-closing amounts due in connection therewith, including in connection with the MeridianBet Group acquisition; |
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| · | dilution caused by the conversion of outstanding debt, preferred stock and warrants, and/or acquisitions; |
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| · | the Company’s ability to complete acquisitions, and the available funding for such acquisitions, disruptions caused by acquisitions, and other risks associated therewith; |
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| · | the reliance on suppliers of third-party gaming content and the cost of such content; |
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| · | the ability of the Company to obtain additional gaming licenses and maintain existing gaming licenses; |
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| · | the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; |
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| · | the ability of the Company to manage growth; |
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| · | the Company’s expectations for future growth, revenues, and profitability; |
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| · | the Company’s expectations regarding future plans and timing thereof; |
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| · | the Company’s reliance on its management; |
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| · | the fact that Aleksandar Milovanović has voting control over the Company; |
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| · | related party relationships as well as conflicts of interest related thereto; |
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| · | the potential effect of economic downturns, recessions, changes in interest rates and inflation, and market conditions, including recessions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects as a result of increased inflation, increasing interest rates, global conflicts and other events; |
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| · | the Company’s ability to protect its proprietary information and intellectual property (IP); |
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| · | the ability of the Company to compete in its market; |
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| · | the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) 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; |
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| · | the risks associated with gaming fraud, user cheating and cyber-attacks; |
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| · | risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely, as well as cybersecurity and hacking risks; |
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| · | risks relating to inventory management; |
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| · | foreign exchange and currency risks; |
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| · | the outcome of contingencies, including legal proceedings in the normal course of business; |
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| · | the ability to compete against existing and new competitors; |
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| · | the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; |
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| · | 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; |
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| · | the risk of loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations; principally from receivables from customers and transactions with financial institutions with which the Company deposits its surplus funds or mandatory deposits of funds for licensing purposes; |
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| · | the risk that the Company will have difficulty meeting its obligations associated with its financial liabilities that are settled by delivering cash or another financial asset; |
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| · | the risk that changes in market prices – such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments; |
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| · | the risks relating to protection of the players’ deposits; |
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| · | risks that participants in a sports event intentionally lose or alter the outcome, leading to an unexpected outcome and potentially resulting in a higher payout than expected; and |
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| · | those risks set forth below and incorporated by reference into, “Part II. Other Information—Item 1A. Risk Factors”, below. |
These statements are not guarantees of future performance or results. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10‑Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
You should read the matters described in “Part II. Other Information—Item 1A. Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Matrix Group, Inc. and Subsidiaries | ||||||||
Consolidated Balance Sheets | ||||||||
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Accounts receivable, net |
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Accounts receivable – related parties |
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Taxes receivable |
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Inventory |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Non-current assets: |
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Goodwill & intangible assets, net |
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Property, plant & equipment, net |
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Investments |
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Deposits |
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Operating lease right-of-use assets |
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Other non-current assets |
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Total non-current assets |
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Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Accounts payable - related parties |
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Current portion of operating lease liability |
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Current portion of long-term loan – related party |
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Current portion of long-term loan |
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Taxes payable |
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Other current liabilities |
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Deferred revenues |
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Contingent liability |
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Current portion of consideration payable – related parties |
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Current portion of consideration payable |
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Total current liabilities |
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Non-current liabilities: |
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Non-current portion of operating lease liability |
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Non-current portion of long-term loan |
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Other non-current liabilities |
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Non-current portion of consideration payable – related parties |
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Total non-current liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock: $ |
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Preferred stock, Series B: $ |
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Preferred stock, Series C: $ |
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Common stock: $ |
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Stock payable |
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Stock payable – related party |
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Subscription receivable |
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Additional paid-in capital |
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Treasury stock, at cost ( |
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Accumulated other comprehensive income (loss) |
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Accumulated earnings |
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Total shareholders’ equity of GMGI |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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See accompanying notes to consolidated financial statements.
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Golden Matrix Group, Inc and Subsidiaries | ||||||||||||||||
Consolidated Statements of Operations and Comprehensive Income | ||||||||||||||||
(Unaudited) | ||||||||||||||||
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Revenues |
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Cost of goods sold |
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Gross profit |
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Operating expenses |
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Selling, general and administrative expenses |
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Income (loss) from operations |
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Other income (expense): |
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Interest expense |
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Interest earned |
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Foreign exchange loss/gain |
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Other income |
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Total other income (expense) |
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Net income (loss) before tax |
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Provision for income taxes |
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Net income (loss) |
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Less: Net income (loss) attributable to noncontrolling interest |
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Net income (loss) attributable to GMGI |
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Weighted average ordinary shares outstanding: |
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Basic |
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Diluted |
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Net income (loss) per ordinary share attributable to GMGI: |
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Basic |
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Diluted |
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Net income (loss) |
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Foreign currency translation adjustments |
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Comprehensive income (loss) |
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Less: Net income (loss) attributable to noncontrolling interest |
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Comprehensive income (loss) attributable to GMGI |
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See accompanying notes to consolidated financial statements.
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Golden Matrix Group, Inc. and Subsidiaries
Consolidated Statement of Shareholders’ Equity
(Unaudited)
For the Nine Months Ended September 30, 2025
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| Preferred Stock – Series C |
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| Common Stock |
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| Treasury Stock |
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| Additional Paid-in |
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| Stock Payable - Related |
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| Subscription |
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| Accumulated Other Comprehensive |
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| Total Equity of |
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| Interest |
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Balance at December 31, 2024 |
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Shares issued for vested RSUs |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for cashless exercise of options |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Acquisition of non-controlling interest |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||||
Shares issued for settlement of True-up liability |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Share issued for debt conversion |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Shares issued under ATM Program |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Fair value of stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Cumulative translation adjustment |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3 | ) |
|
|
| ||||||||||||
Reserve Increase |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||||
Loss for the period |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||||
Balance at September 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||||
See accompanying notes to consolidated financial statements.
| 7 |
| Table of Contents |
For the Three Months Ended September 30, 2025
|
| Preferred Stock- Series B |
|
| Preferred Stock – Series C |
|
| Common Stock |
|
| Treasury |
|
| stock |
|
| Additional Paid-in |
|
| Stock |
|
| Stock Payable - Related |
|
| Subscription |
|
| Accumulated Other Comprehensive |
|
| Accumulated |
|
| Total Equity of |
|
| Non-controlling |
|
| Total Shareholders’ |
| ||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Party |
|
| Receivable |
|
| Income (Loss) |
|
| Earnings |
|
| GMGI |
|
| Interest |
|
| Equity |
| |||||||||||||||||
Balance at June 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||||
Shares issued for vested RSUs |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Share issued for debt conversion |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Shares issued under ATM Program |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Fair value of stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Cumulative translation adjustment |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||||
Profit (loss) for the period |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||||||||
Balance at September 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||||
| 8 |
| Table of Contents |
For the Nine Months Ended September 30, 2024
|
| Preferred Stock- Series B |
|
| Preferred Stock – Series C |
|
| Common Stock |
|
| Treasury Stock |
|
| Additional Paid-in |
|
| Stock |
|
| Stock Payable - Related |
|
| Accumulated Other Comprehensive |
|
| Accumulated |
|
| Total Equity of |
|
| Non-controlling |
|
| Total Shareholders’ |
| ||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Party |
|
| Income (Loss) |
|
| Earnings |
|
| GMGI |
|
| Interest |
|
| Equity |
| ||||||||||||||||
Balance at December 31, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||||
Fair value of non-controlling interest in subsidiary |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Shares issued for vested RSUs |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Shares issued for exercise of options |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued as consideration to acquire subsidiaries |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for debt conversion |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
FV of warrant granted |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Fair value of stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Purchase of treasury stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Dividends issued to former owners of MeridianBet Group |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Recapitalization |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Profit for the period |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance at September 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||||
See accompanying notes to consolidated financial statements.
| 9 |
| Table of Contents |
For the Three Months Ended September 30, 2024
|
| Preferred Stock- Series B |
|
| Preferred Stock – Series C |
|
| Common Stock |
|
| Treasury Stock |
|
| Additional Paid-in |
|
| Stock |
|
| Stock Payable - Related |
|
| Accumulated Other Comprehensive |
|
| Accumulated |
|
| Total Equity of |
|
| Non-controlling |
|
| Total Shareholders’ |
| ||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Party |
|
| Income (Loss) |
|
| Earnings |
|
| GMGI |
|
| interest |
|
| Equity |
| ||||||||||||||||
Balance at June 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||||||
Fair value of non-controlling interest in subsidiary |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Shares issued for vested RSUs |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued as consideration to acquire subsidiaries |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Shares issued for debt conversion |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
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FV of warrant granted |
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| - |
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| - |
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| - |
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| - |
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Fair value of stock-based compensation |
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| - |
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| - |
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| - |
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Purchase of treasury stock |
|
| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||||||||
Profit (loss) for the period |
|
| - |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||||||||
Balance at September 30, 2024 |
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| $ |
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| $ |
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| $ |
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| ( | ) |
| $ | ( | ) |
| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
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| $ |
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| $ |
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See accompanying notes to consolidated financial statements.
| 10 |
| Table of Contents |
Golden Matrix Group, Inc. and Subsidiaries | |||||||||||
Consolidated Statements of Cash Flow | |||||||||||
(Unaudited) | |||||||||||
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| Nine Months Ended |
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| September 30, |
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| 2025 |
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| 2024 |
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Cash flows from operating activities: |
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Net (loss) income |
| $ | ( | ) |
| $ |
| ||||
Adjustments to reconcile net (loss) income to cash provided by operating activities: |
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Fair value of stock-based compensation |
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Non-cash interest expense related to debt discount amortization |
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Amortization of intangible assets |
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Depreciation of property, plant and equipment |
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Bad debt expense |
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Changes in operating assets and liabilities: |
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(Increase) decrease in accounts receivable |
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| ( | ) |
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| ( | ) | |||
(Increase) decrease in accounts receivable – related party |
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(Increase) decrease in taxes receivable |
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(Increase) decrease in prepaid expenses |
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| ( | ) | ||||
(Increase) decrease in other current assets |
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| ( | ) | ||||
(Increase) decrease in inventories |
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| ( | ) |
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(Increase) decrease in deposits |
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| ( | ) |
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| ( | ) | |||
(Increase) decrease in other non-current assets |
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Increase (decrease) in accounts payable and accrued liabilities |
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Increase (decrease) in accounts payable – related party |
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Increase (decrease) in taxes payable |
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Increase (decrease) in deferred revenues |
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Increase (decrease) in customer deposit |
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Increase (decrease) in other current liabilities |
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Increase (decrease) in other liabilities |
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| ( | ) |
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Increase (decrease) in operating lease liabilities |
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Net cash provided by operating activities |
| $ |
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| $ |
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Cash flows from investing activities: |
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Cash paid for intangible assets |
|
| ( | ) |
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| ( | ) | |||
Cash paid for investments |
|
| ( | ) |
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| ( | ) | |||
Cash paid for property, plant and equipment |
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| ( | ) |
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| ( | ) | |||
Cash paid for purchase of subsidiaries |
|
| ( | ) |
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| ( | ) | |||
Cash assumed from investment in subsidiaries |
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Cash distribution to former owners of MeridianBet Group in connection with the Purchase |
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| ( | ) |
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| ( | ) | |||
Cash assumed from acquisition with Golden Matrix |
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Net cash used in investing activities |
| $ | ( | ) |
| $ | ( | ) | |||
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Cash flows from financing activities: |
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| |||
Repayment on debt |
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| ( | ) |
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| ( | ) | |||
Proceeds from loans and borrowings |
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Proceeds from sale of note and warrant |
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Proceeds from sale of stock |
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Repayment of lease |
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| ( | ) |
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Payments of dividends |
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| ( | ) | ||||
Share repurchase |
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| ( | ) | ||||
Proceeds from option exercise |
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Net cash provided by (used in) financing activities |
| $ | ( | ) |
| $ |
| ||||
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Effect of exchange rate changes on cash |
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Net increase in cash and cash equivalents |
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| ( | ) |
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| ||||
Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of the quarter |
| $ |
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| $ |
| |||||
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| |||
Supplemental cash flows disclosures |
|
|
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| |||
Interest paid |
| $ |
|
| $ |
| |||||
Tax paid |
| $ |
|
| $ |
| |||||
|
|
|
|
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| |||
Non-cash financing activities |
|
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| |||
Debt conversion |
| $ |
|
| $ |
| |||||
Shares issued for settlement of True-up liability |
| $ |
|
| $ |
| |||||
Acquisition of minority interest |
| $ |
|
| $ |
| |||||
Common stock issued for vested RSUs |
| $ |
|
| $ |
| |||||
| |||||||||||
See accompanying notes to consolidated financial statements. | |||||||||||
| 11 |
| Table of Contents |
Golden Matrix Group, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Organization and Operations
Golden Matrix Group, Inc. (together with its consolidated subsidiaries, collectively, “GMGI” “we”, “our”, “us”, or the “Company”) is incorporated and registered in the State of Nevada, (i) operates online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) is an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offers pay-to-enter prize competitions in the United Kingdom (UK) and leads trade promotions in Australia, providing members with free prizes.
The Company is a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. The Company employs approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, online casino games, and virtual games. Of those 700 shops, approximately 250 are owned by the Company’s subsidiaries and approximately 450 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, the Company’s online casino revenue has grown significantly over the past years. Following the closing of the Meridian Purchase (defined below) and effective April 1, 2024, the Company, through Golden Matrix (defined below), develops and owns online gaming intellectual property (IP) and builds configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. As part of the Meridian Purchase, the Company acquired a proprietary Internet gaming enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”). In addition, following the Meridian Purchase, the Company broadened its operations in pay-to-enter prize competitions in the UK.
On April 9, 2024, GMGI completed the acquisition (the “Meridian Purchase”) of
In connection with the Meridian Purchase, on April 9, 2024, the Company (A) issued
The Meridian Purchase Agreement is described in greater detail below under “Note 22 – MeridianBet Group Purchase Agreement”.
On August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an
| 12 |
| Table of Contents |
Change of Control
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 (the “2024 Annual Report”), a change of control occurred upon the closing of the Meridian Purchase Agreement on April 9, 2024. As a result, the Meridian Sellers, including Aleksandar Milovanović, Zoran Milošević, and Snežana Božović, collectively acquired majority voting control of the Company.
For a full description of the equity issued, the resulting changes in beneficial ownership, and voting rights following the closing, please refer to “Note 1 – Basis of Presentation and Accounting Policies” to the consolidated financial statements in our 2024 Annual Report.
Interim Financial Statements
These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2024, and notes thereto, which are included in the 2024 Annual Report.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and its majority-owned subsidiaries. Intercompany balances and transactions have been eliminated.
The Company accounts for business combinations using the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, “Business Combinations”. Identifiable assets acquired, and liabilities assumed, in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Any adjustments to the purchase price allocation are made during the measurement period, not exceeding one year from the acquisition date, in accordance with ASC 805. The Company recognizes any non-controlling interest in the acquired subsidiary at fair value. The excess of the purchase price and the fair value of non-controlling interest in the acquired subsidiary over the fair value of the identifiable net assets of the subsidiary is recognized as goodwill. Identifiable assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed as incurred.
There have been no material changes to the Company’s subsidiaries during the nine months ended September 30, 2025. For a discussion of the Company’s subsidiaries, refer to the Company’s subsidiary disclosures set forth in Part I, Item 1, “Business” of the 2024 Annual Report.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include contingent liability, stock-based compensation, warrant valuation, accrued expenses and collectability of accounts receivable. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, actual results could differ from those estimates.
| 13 |
| Table of Contents |
Fair Value of Financial Instruments
The Company has adopted the provisions of ASC Topic 820, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).
The hierarchy consists of three levels:
| · | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| · | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| · | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The Company uses Level 3 inputs for its valuation methodology for its assets and liabilities.
Financial instruments consist principally of cash, accounts receivable, prepaid expenses, intangible assets, accounts payable, accrued liabilities, and customer deposits. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Foreign Currency Translation and Transactions
The functional currency of our foreign operations is generally the local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in accumulated other comprehensive income (loss), a separate component of equity, in our consolidated balance sheets. During the three months ended September 30, 2025, and 2024, the Company had foreign currency translation adjustments of $(
We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense). The Company incurred foreign exchange gains and (losses) of $
Cash
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company currently has no cash equivalents at September 30, 2025 and December 31, 2024.
Allowance for Doubtful Accounts
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of September 30, 2025, and December 31, 2024, the allowance for doubtful accounts was $
| 14 |
| Table of Contents |
Intangible Assets
Intangible assets are capitalized when a future benefit is determined. Intangible assets are amortized over the anticipated useful life of the intangible asset.
Software Development Costs
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by ASC 985-20-25 “Costs of Software to Be Sold, Leased, or Marketed”, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.
Other intangible assets
Other intangible assets, including customer relationships, patents, and trademarks, that are acquired by the Company and have finite useful lives, are at a cost less accumulated amortization and any accumulated impairment losses. Costs incurred after the asset is placed in service are recognized in the income statement as incurred.
Impairment of Intangible Assets
In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:
| 1. | Significant underperformance compared to historical or projected future operating results; |
| 2. | Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and |
| 3. | Significant negative industry or economic trends. |
When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expenses of $
Goodwill
Goodwill is tested for impairment at the reporting unit level. In accordance with ASC Topic 350 Intangibles - Goodwill and Other (“ASC 350”), our business is classified into two reporting units: Golden Matrix and MeridianBet Group. Prior to April 1, 2024, the Company had one reporting unit to which goodwill was allocated. We review and evaluate our goodwill for potential impairment at a minimum annually, or more frequently if circumstances indicate that impairment is possible.
| 15 |
| Table of Contents |
In testing goodwill for impairment, we have the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in our management, strategy and primary user base. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then perform a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. In estimating the fair value of the reporting unit, we may use key assumptions such as revenue growth rates, gross margin, and estimated costs for future periods and well as peer group market valuation multiples and discount rates. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. We perform our impairment testing annually and when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We performed our annual impairment assessment of goodwill as of December 31, 2024, and concluded that goodwill was not impaired as the fair value of our reporting unit is in excess of our carrying value.
The changes in the carrying value of goodwill were as follows:
|
| Total |
| |
Balance as of December 31, 2024 |
| $ |
| |
Foreign currency translation adjustment |
|
|
| |
Balance as of September 30, 2025 |
| $ |
| |
Inventories
Prizes
RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (the “RKings”) and Classics for a Cause purchase prizes to be awarded to winners of prize competitions and giveaways; these prizes are recorded as inventory. Inventory is stated at the lower of cost or net realizable value, using the specific identification method. Costs include expenditures incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete and costs incurred in marketing and selling of the prize inventory. The inventory of prizes was $
Retail Bar Goods
The Company’s inventory is composed of goods for retail bars. Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method. Costs include expenditures incurred in the normal course of business in bringing inventory to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete. Inventory of goods for retail bars was $
As of September 30, 2025, and December 31, 2024, total inventory was $
| 16 |
| Table of Contents |
Property, Plant and Equipment
Plant and machinery, fixtures, fittings, and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed pursuant to the straight-line method over the useful life as follows:
|
| Useful Life in Years |
| |
Land |
|
| ||
Buildings |
|
| ||
Slots and machines |
|
| ||
Equipment & Furniture |
|
| ||
Computers |
|
| ||
Televisions |
|
| ||
Leasehold improvement |
|
| ||
Software |
|
| ||
Licenses |
| up to |
| |
Other intangible assets |
|
| ||
The depreciable life of leasehold improvements is limited by the expected lease term. Those leases with an indefinite or undefined lease period are assigned a useful life of
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. The Company’s revenue streams and related recognition policies are described in detail in “Note 1 – Basis of Presentation and Accounting Policies” – Revenue Recognition to the consolidated financial statements included in the Company’s 2024 Annual Report.
There have been no material changes to the Company’s revenue recognition policies or the nature of its performance obligations during the nine months ended September 30, 2025.
Other Income
Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, VAT refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company’s core activity.
For the three months ended September 30, 2025, and 2024, other income amounted to $
For the nine months ended September 30, 2025, and 2024, other income amounted to $
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company incurred current income tax expenses of $
The Company incurred current income tax expenses of $
| 17 |
| Table of Contents |
The Company accrued taxes payable of $
The Company is subject to income taxes in various jurisdictions in which it operates. A summary of applicable statutory tax rates by jurisdiction is included in “Note 20 – Income Taxes” to the consolidated financial statements in the Company’s 2024 Annual Report.
There have been no material changes in statutory tax rates in the jurisdictions in which the Company operates during the nine months ended September 30, 2025.
Earnings Per Common Share
Basic net earnings per share of common stock are computed by dividing net earnings available to common shareholders by the weighted-average number of common stock shares (Common Shares) outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.
The following is a reconciliation of basic and diluted earnings per common share for the three months and nine months ended September 30, 2025 and 2024:
|
| For the three months ended |
|
| For the nine months ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Basic earnings (loss) per common share |
|
|
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|
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) available to common shareholders |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||
Denominator: |
|
|
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Weighted average common shares outstanding |
|
|
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| ||||
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|
|
Basic earnings (loss) per common share |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||
|
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|
Diluted earnings (loss) per common share |
|
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Numerator: |
|
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|
|
|
|
Net income (loss) available to common shareholders |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||
Denominator: |
|
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|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Preferred shares |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Warrants/Options |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
Restricted stock units |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Deferred cash convertible note |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
Post-closing share consideration |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
Convertible promissory note |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
Adjusted weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||
| 18 |
| Table of Contents |
Dividends
Dividends represent distributions made to the former owners of MeridianBet Group prior to the effective date of the Meridian Purchase Agreement (see “Note 22 – MeridianBet Group Purchase Agreement” for details). No dividends were paid during the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, dividends paid amounted to $
The dividend distributions were paid in cash.
Treasury Stock
Treasury stock is carried at cost.
Stock-Based Compensation
The Stock-based compensation expense is recorded as a result of stock options, restricted stock units and restricted stock granted in return for services rendered. The share-based payment arrangements with employees were accounted for under Accounting Standards Update (ASU) 718, “Compensation - Stock Compensation”. In 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees.
The expenses related to the stock-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.
Stock-based compensation was $
Recent Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 31, 2024. See “Note 19 – Segment Reporting and Geographic Information”, for further detail.
NOTE 2 – ACCOUNTS RECEIVABLE, NET
Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
Trade receivables are generated mostly from receivables from (i) resale of online gaming content, (ii) the franchise partners for business-to-business (B2B) services, (iii) Agents for unpaid retail revenue, and (iv) receivables from the payment providers.
Receivables related to resale of online gaming content and B2B services amounted to $
| 19 |
| Table of Contents |
Receivables from payment providers in Bosnia amounted to $
The Company has accounts receivable of $
NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY
Accounts receivable from related parties are carried at their estimated collectible amounts. Related party accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has accounts receivable from several related parties including Top Level doo Serbia, Network System Development GMBH, Articulate Pty Ltd. (“Articulate”) and Elray Resources Inc. (“Elray”).
The accounts receivable from related parties amounted to $
NOTE 4 – TAXES RECEIVABLE
Taxes receivable mainly include stamps, duties, local taxes assets and corporate income taxes. Taxes receivable were $
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Corporate income taxes receivable |
| $ |
|
| $ |
| ||
VAT refund receivables |
|
|
|
|
|
| ||
Municipality taxes refund receivable |
|
|
|
|
|
| ||
Total taxes receivable |
| $ |
|
| $ |
| ||
NOTE 5 – PREPAID EXPENSES
The balances of prepaid expenses are $
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Prepayments to suppliers |
| $ |
|
| $ |
| ||
Prepaid payroll expense |
|
|
|
|
|
| ||
Prepaid rent |
|
|
|
|
|
| ||
Prepaid license |
|
|
|
|
|
| ||
Prepaid sponsorship/advertising |
|
|
|
|
|
| ||
Prepaid cash rewards |
|
|
|
|
|
| ||
Other prepayments |
|
|
|
|
|
| ||
Total prepaid assets |
| $ |
|
| $ |
| ||
| 20 |
| Table of Contents |
NOTE 6 – OTHER CURRENT ASSETS
As of September 30, 2025, and December 31, 2024, other current assets were $
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Other current receivables |
| $ |
|
| $ |
| ||
Accrued income |
|
|
|
|
|
| ||
Employee receivables |
|
|
|
|
|
| ||
Other current investments |
|
|
|
|
|
| ||
Allowance for bad debt |
|
| ( | ) |
|
| ( | ) |
Total other current assets |
| $ |
|
| $ |
| ||
Other current receivables include government refunds for maternity leave reimbursements, interest receivables, employee advances, and receivables for thefts and damages.
As of September 30, 2025, the total allowance for bad debt amounted to $
NOTE 7– ACQUISITIONS
Golden Matrix and Aleksandar Milovanović; Zoran Milošević, and Snežana Božović (MeridianBet Group) Meridian Purchase Agreement
Please refer to “Note 22 – MeridianBet Group Purchase Agreement”, for a discussion of the Meridian Purchase Agreement, pursuant to which effective April 1, 2024, Golden Matrix (legal acquirer/accounting acquiree) acquired MeridianBet Group (legal acquiree/accounting acquirer) from the Meridian Sellers.
Classics Holding Acquisition
As previously disclosed in “Note 7 – Acquisitions” to the consolidated financial statements included in the Company’s 2024 Annual Report, on August 16, 2024, the Company entered into a Share Exchange Agreement with NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (the “Classics Sellers”) to acquire
The total consideration for the acquisition included a combination of restricted common stock, cash payments, a holdback amount, and a potential earnout. The transaction was accounted for as a business combination under FASB ASC 805, with the purchase price preliminarily allocated to the identifiable assets acquired and liabilities assumed, based on estimated fair values.
Goodwill of approximately $
As of September 30, 2025, the preliminary purchase price allocation remains unchanged. The shares of common stock issued as part of the acquisition of Classics Holdings were subject to a true-up equal to the difference, if negative, between the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date that was 180 days following the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day) and the closing price of the Company’s common stock on the Nasdaq Capital Market on the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day) (the “True-Up Amount”). At the Company’s option, the True-Up Amount could be paid in cash or shares of common stock of the Company, or any combination thereof. On February 17, 2025, the True-Up Amount was determined to be $
| 21 |
| Table of Contents |
Classics for a Cause’s results of operations have been included in our consolidated financial statements beginning on August 1, 2024. Classics for a Cause contributed revenues of $
Media Games Malta Acquisition
As previously disclosed in “Note 7 – Acquisitions” to the consolidated financial statements included in the Company’s 2024 Annual Report, on July 11, 2024, the Company entered into a Share Purchase Agreement (“SPA”) to acquire
The transaction was accounted for as a business combination in accordance with ASC 805 – Business Combinations. The acquisition resulted in recognition of approximately $
Media Games Malta’s results have been included in the consolidated financial statements effective August 1, 2024. For the three and nine months ended September 30, 2025, the entity contributed $
Acquisition of Minority Interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus
The Meridian Purchase Agreement required the purchase of the minority shares of certain subsidiaries of the MeridianBet Group.
Based on this, on September 3, 2024, a
The purchase price was $
Additionally, on October 3 and November 8, 2024,
The purchase price was $
| 22 |
| Table of Contents |
Pro Forma Financial Information
The following unaudited pro forma consolidated results of operations for the three months ended September 30, 2024 assume the acquisitions of Golden Matrix, Classics Holdings, Media Games Malta and the Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1, 2024:
|
| Three Months Ended September 30, |
| |
|
| 2024 |
| |
Pro-forma total revenues |
| $ |
| |
Pro-forma net income (loss) attributable to GMGI |
| $ | ( | ) |
The following unaudited pro forma consolidated results of operations for the nine months ended September 30, 2024 assume the acquisitions of Golden Matrix, Classics Holdings, Media Games Malta and the Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1, 2024:
|
| Nine Months Ended September 30, |
| |
|
| 2024 |
| |
Pro-forma total revenues |
| $ |
| |
Pro-forma net income (loss) attributable to GMGI |
| $ |
| |
The unaudited pro-forma consolidated results above are based on the historical financial statements of MeridianBet Group, Golden Matrix, Classics Holdings, Media Games Malta, and Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus, are not necessarily indicative of the results of operations that would have been achieved if the acquisitions were completed at January 1, 2024, and are not indicative of the future operating results of the combined company. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments, including amortization charges related to the finite-lived intangible assets acquired, assuming that the business combination occurred on January 1, 2024.
NOTE 8 – INTANGIBLE ASSETS – SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS
Software represents software licenses as well as the costs of internally developed gaming software (e.g., a new sports betting platform which is classified as intangible construction in process). Capitalized software costs are amortized based on the straight-line method over the remaining estimated economic life of the product.
During the nine months ended September 30, 2025, and 2024, respectively, software development costs of $
Intangible construction in process mainly represents the development of new software in Montenegro and Malta for a sports betting platform. During the nine months ended September 30, 2025, and 2024, respectively, costs of $
We anticipated that the majority of intangible construction in progress will be placed in service in stages beginning during the end of 2025 and continuing in 2026, depending on the progress of the software development.
Licenses relate to operational gaming licenses issued in Bosnia, Cyprus and Brazil. During the nine months ended September 30, 2025, and 2024, respectively, costs of $
Other intangible assets relate to retail agent partner relationships and online customer relationships identified during the acquisition of Bit Tech Tanzania in the amount of $
| 23 |
| Table of Contents |
Intangible assets related to software and website are amortized on a straight-line basis over their expected useful lives, estimated to be
Amortization expenses related to intangible assets were $
The following table details the carrying values of the Company’s intangible assets:
Definite-lived intangible assets |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Intangible construction in process |
| $ |
|
| $ |
| ||
Licenses |
|
|
|
|
|
| ||
Software |
|
|
|
|
|
| ||
Trademarks and tradenames |
|
|
|
|
|
| ||
Developed technology |
|
|
|
|
|
| ||
Customer relationships |
|
|
|
|
|
| ||
Non-compete agreement |
|
|
|
|
|
| ||
Other intangible assets |
|
|
|
|
|
| ||
Gross intangible assets |
|
|
|
|
|
| ||
Less: accumulated impairment and amortization |
|
|
|
|
|
|
|
|
Licenses amortization |
|
| ( | ) |
|
| ( | ) |
Software amortization |
|
| ( | ) |
|
| ( | ) |
Trademarks and tradenames amortization |
|
| ( | ) |
|
| ( | ) |
Developed technology |
|
| ( | ) |
|
| ( | ) |
Customer relationships |
|
| ( | ) |
|
| ( | ) |
Non-compete agreement |
|
| ( | ) |
|
| ( | ) |
Other intangible assets amortization |
|
| ( | ) |
|
| ( | ) |
Total accumulated impairment and amortization |
|
| ( | ) |
|
| ( | ) |
Net definite-lived intangible assets |
| $ |
|
| $ |
| ||
The table below shows expected amortization expenses for the next five years of intangible assets recorded as of September 30, 2025:
Year Ending December 31, |
| Estimated Amortization |
| |
2025 |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
Thereafter |
|
|
| |
Total future amortization |
| $ |
| |
The following table identifies the intangible assets resulting from the Meridian Purchase, as described in greater detail in “Note 22 – MeridianBet Group Purchase Agreement”:
Description |
| Useful life |
| Amount |
| |
Trade names and trademarks |
|
| $ |
| ||
Developed technology |
|
|
|
| ||
Customer relationships |
|
|
|
| ||
Non-compete agreement |
|
|
|
| ||
Total |
|
|
| $ |
| |
The fair value estimate for all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use).
| 24 |
| Table of Contents |
NOTE 9 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net, consists of the following for the periods indicated:
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Land |
| $ |
|
| $ |
| ||
Buildings, net |
|
|
|
|
|
| ||
Slots and machines, net |
|
|
|
|
|
| ||
Equipment, net |
|
|
|
|
|
| ||
Computers, net |
|
|
|
|
|
| ||
Televisions, net |
|
|
|
|
|
| ||
Investment in third party property, plant and equipment |
|
|
|
|
|
| ||
Total property, plant and equipment, net |
| $ |
|
| $ |
| ||
Investment in third party property represents leasehold improvements that are in rented premises for retail betting.
Advances for property, plant and equipment represent the purchase of the premises in Montenegro. These premises are still in the process of construction.
Depreciation expenses were $
NOTE 10 – DEPOSITS AND NON-CURRENT PREPAID ASSETS
As of September 30, 2025 and December 31, 2024, deposits and prepaid assets are $
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Deposits for rent & office leases |
| $ |
|
| $ |
| ||
Deposits for retail betting |
|
|
|
|
|
| ||
Deposits for retail casino |
|
|
|
|
|
| ||
Deposits for internet betting |
|
|
|
|
|
| ||
Other prepayments |
|
|
|
|
|
| ||
Other deposits |
|
|
|
|
|
| ||
Total deposits and prepaid assets |
| $ |
|
| $ |
| ||
| 25 |
| Table of Contents |
Betting and casino deposits are long-term deposits held with the following banks: NLB Komercijalna bank, EFG-Direktna bank, Halk bank, Bank Postanska Stedionica, and Fibank, as security for the permission granted to operate in a particular region.
Other deposits are long-term deposits with EFG Direktna bank and Nova bank for open credit lines and e-commerce services.
The deposits with NLB Komercijalna bank accrue interest at the rates of
NOTE 11 – INVESTMENTS
The Company has investments in unconsolidated entities. The investments are accounted for under the equity method whereby the initial investment is recognized at cost and the entities’ profits or losses are recorded in proportion to the Company’s percentage of ownership. As of September 30, 2025, and December 31, 2024, the Company had investments of $
NOTE 12 – OPERATING LEASE RIGHT OF USE ASSETS AND LIABILITIES
Under ASU No. 2016-02, Leases (Topic 842), lessees are required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The standard was adopted using a modified retrospective approach.
The Company (through its subsidiaries and affiliates) has entered into operating leases, the Company also has several financing lease agreements. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease term is typically assessed at
The lease cost for the three months ended September 30, 2025, and 2024, was $
The lease cost for the nine months ended September 30, 2025, and 2024, was $
As of September 30, 2025, and December 31, 2024, the right-of-use assets were $
Maturities of lease liabilities as of September 30, 2025, were as follows:
|
| Operating Lease |
| |
2025 |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
|
|
| |
Less imputed interest |
|
|
| |
Present value of lease liability |
| $ |
| |
| 26 |
| Table of Contents |
NOTE 13 – ACCOUNTS PAYABLE – RELATED PARTIES
The accounts payable to related parties includes management salaries, superannuation liabilities and accrued bonuses totaling $
NOTE 14 – TAXES PAYABLE
The taxes payable include tax amounts due for stamps, duties, corporate income tax and deferred tax liabilities as noted below:
As of September 30, 2025, and December 31, 2024, taxes payable are $
|
| As of September 31, 2025 |
|
| As of December 31, 2024 |
| ||
Stamps, duties and other taxes |
| $ |
|
| $ |
| ||
Corporate income tax payable |
|
|
|
|
|
| ||
Total taxes payable |
| $ |
|
| $ |
| ||
NOTE 15 – LONG-TERM LIABILITIES
Unicredit Bank Facility
On May 1, 2024, effective May 16, 2024, Meridian Serbia entered into a Facility Agreement dated as of April 30, 2024 (the “Facility Agreement”) with Unicredit Bank Serbia JSC Belgrade (“Unicredit Bank”). UniCredit Bank agreed to loan Meridian Serbia up to 2,350,000,000 Serbian dinars (approximately $
A total of $
The Loan is secured by a mortgage on substantially all of Meridian Serbian’s real estate; a pledge by Golden Matrix Serbia of all the outstanding capital stock of Meridian Serbia; a pledge by the Company of all of its ownership in Golden Matrix Serbia; and an assignment of Meridian Serbia’s insurance policies.
On May 16, 2024, the Company entered into a Guaranty Agreement in favor of Unicredit Bank to guarantee in full the repayment of the Loan.
The Loan bears interest at the one-month BELIBOR rate, plus 3.15% per annum (currently approximately
The Loan is repayable in installments, beginning six months after May 16, 2024, and payable in full by the maturity date, May 17, 2027. The first installment was paid on November 16, 2024.
The Company recorded a debt discount of $
For the nine months ended September 30, 2025, the Company paid $
| 27 |
| Table of Contents |
The contract defines a Financial Covenant stipulating that the financial ratio (Net Debt/Ebitda) must be less than or equal to 3x, with compliance monitored by the bank. As of September 30, 2025, the requirement under the Financial Covenant has been met.
On April 9, 2025, Meridian Serbia entered into a short-term credit line agreement, in the amount of RSD 117,182,900 (equivalent to EUR 1,000,000; approximately $
For the nine months ended September 30, 2025, the Company paid $
Hipotekarna Bank Facility
On March 21, 2024, MeridianBet Montenegro entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $
For the nine months ended September 30, 2025, the Company paid $
On December 9, 2024, MeridianBet Montenegro entered into a short-term loan, in the amount of EUR 1,000,000 (approximately $
For the nine months ended September 30, 2025, the Company paid $
Igor Salindrija Facility
On April 1, 2024, Meridian Malta entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $
Lind Global Asset Management VIII LLC Securities SPA / Promissory Note
On July 2, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management VIII LLC, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the
The Company recorded a debt discount of $
| 28 |
| Table of Contents |
Second Amendment to Senior Secured Convertible Note
On October 30, 2024, the Company and the Investor entered into a Second Amendment to Senior Secured Convertible Promissory Note (the “Amendment”), which amended the Secured Convertible Note. Pursuant to the Amendment, the
For the nine months ended September 30, 2025, the Company paid a total of $
As of September 30, 2025 and December 31, 2024, long-term liabilities amount to $
Maturities of long-term loan as of September 30, 2025 and December 31, 2024, are as follows:
Long-term loan |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Within 1 year |
| $ |
|
| $ |
| ||
Within 1-2 Years |
|
|
|
|
|
| ||
Present value of loan liability |
| $ |
|
| $ |
| ||
NOTE 16 – OTHER LIABILITIES
Other Current Liabilities
As of September 30, 2025, and December 31, 2024, other current liabilities were $
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Staff costs payable |
| $ |
|
| $ |
| ||
Other current payables |
|
|
|
|
|
| ||
Rent deposits received |
|
|
|
|
|
| ||
Bank overdraft |
|
|
|
|
|
| ||
Dividends payable |
|
|
|
|
|
| ||
Customer deposit |
|
|
|
|
|
| ||
Total other current liabilities |
| $ |
|
| $ |
| ||
Other current payables include any amounts due to parties that do not meet the requirements to be classified as accounts payable, such as interest payable, fines, penalties, employee receivables, fees, etc.
| 29 |
| Table of Contents |
Other Non-Current Liabilities
As of September 30, 2025, and December 31, 2024, other non-current liabilities were $
|
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Leases payable |
| $ |
|
| $ |
| ||
Retirement benefits |
|
|
|
|
|
| ||
Deferred tax liabilities |
|
|
|
|
|
| ||
Total other non-current liabilities |
| $ |
|
| $ |
| ||
The deferred tax liabilities resulted from the Meridian Purchase and Classics Holdings acquisition, which led to the recognition of intangible assets and corresponding deferred tax liabilities. These deferred tax liabilities will be amortized in line with the amortization of the related intangible assets.
NOTE 17 – RELATED PARTY TRANSACTIONS
All related-party transactions have been recorded at the amount of consideration established and agreed to by the related parties.
For the nine months ended September 30, 2025, and 2024, dividends paid to the owners are as follows:
|
| Dividends Paid Nine Months Ended September 30, |
| |||||
Owners |
| 2025 |
|
| 2024 |
| ||
Aleksandar Milovanović |
| $ |
|
| $ |
| ||
Zoran Milošević |
|
|
|
|
|
| ||
Snežana Božović |
|
|
|
|
|
| ||
Other dividends paid |
|
|
|
|
|
| ||
Total dividends paid |
| $ |
|
| $ |
| ||
Articulate Pty Ltd, 50% owned by Marla Goodman (wife of the Company’s Chief Executive Officer) and 50% owned by Mr. Goodman, the Company’s Chief Executive Officer
On April 1, 2024, following the Meridian Purchase, the Company assumed a License Agreement with Articulate, in which Articulate received a license from the Company to use a proprietary gaming solution and intellectual property (the “GM2 Asset”) technology and agreed to pay Golden Matrix a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system.
The License Agreement was mutually terminated, effective January 1, 2025.As of September 30, 2025, the amount receivable from Articulate was $
Elray Resources Inc., Mr. Goodman, the Company’s CEO, serves as CEO & Director of Elray, and Ms. Feng, the Company’s COO, serves as Treasurer and Director of Elray.
On April 1, 2024, the Company assumed the Software License Agreement with Elray Resources, Inc. (“Elray”), in which the Company granted Elray a license for the use and further distribution of certain of Golden Matrix’s online games. The license provides Elray the right to use the online games solely for the purpose of running an online blockchain casino enterprise.
| 30 |
| Table of Contents |
During the nine months ended September 30, 2025, revenues from Elray were $
Top Level doo Serbia and Network System Development GMBH
The accounts receivable-related party from Top Level doo Serbia and Network System Development GMBH, amount to $
NOTE 18 - EQUITY
The historical shareholders’ equity of MeridianBet Group (the accounting acquirer /legal acquiree) prior to the reverse merger (the Meridian Purchase) has been retrospectively adjusted (a recapitalization) for the equivalent number of shares received by the former owners of MeridianBet Group as required under ASC 805.
Preferred Stock
The Company has
As of September 30, 2025, and December 31, 2024,
As of September 30, 2025, and December 31, 2024,
As of September 30, 2025, and December 31, 2024,
Common Stock
As of September 30, 2025, and December 31, 2024,
Common Stock Transactions
On January 1, 2025,
On January 1, 2025,
On January 13, 2025, Aleksandar Milovanović (“Milovanović”), one of the Meridian Sellers agreed to convert the $
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As of February 23, 2025, a total of $
On April 9, 2025, we entered into the Sixth Amendment to the Meridian Purchase Agreement with the Meridian Sellers.
On April 28, 2025, the Company issued
On August 21, 2025, we entered into the Seventh Amendment to the Meridian Purchase Agreement with the Meridian Sellers.
On September 9, 2025 (effective as of August 29, 2025), we entered into
The Company owes quarterly salaries of $
During the nine months ended September 30, 2025,
Equity Distribution Agreement
On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $
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The Company will pay Craig-Hallum a commission equal to 3.00% of any gross proceeds from the sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for
No assurance can be given that the Company will sell any shares of common stock under the Distribution Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.
During the nine months ended September 30, 2025, we sold an aggregate of
2018 Equity Incentive Plan
On April 1, 2024, the Company assumed Golden Matrix’s 2018 Equity Incentive Plan following the Meridian Purchase. No options or warrants were outstanding prior to April 1, 2024.
The following table represents the stock option activity for the nine months ended September 30, 2025:
Options |
| Number Outstanding |
|
| Weighted Average Exercise Price |
| ||
Options Outstanding as of December 31, 2024 |
|
|
|
| $ |
| ||
Options expired |
|
| ( | ) |
| $ |
| |
Options exercised |
|
| ( | ) |
| $ |
| |
Options Outstanding as of September 30, 2025 |
|
|
|
| $ |
| ||
Options Exercisable as of September 30, 2025 |
|
|
|
| $ |
| ||
The fair value of stock options was measured using the Black-Scholes option pricing model. The Black-Scholes valuation model takes into consideration the share price of the Company, the exercise price of the options, the amount of time before the option expires, and the volatility of share price. Compensation expense is charged to operations through the vesting period. The amount of cost is calculated based on the accounting standard ASU 2018-07.
On June 16, 2025, the Company agreed to extend the exercise period of certain stock options by one year, which covered options granted to one employee and one consultant to purchase
The total compensation cost related to stock options granted including the option extension as discussed above was $
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2022 Equity Incentive Plan
On April 1, 2024, the Company assumed Golden Matrix’s 2022 Equity Incentive Plan (the “2022 Plan”) following the Meridian Purchase. The 2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant.
The following table represents the RSUs activity under the 2022 Plan for the nine months ended September 30, 2025:
RSUs |
| Number Outstanding |
| |
RSUs Outstanding as of December 31, 2024 |
|
|
| |
RSUs granted |
|
| - |
|
RSUs forfeited |
|
| ( | ) |
RSUs vested and settled in shares of common stock |
|
| ( | ) |
RSUs Outstanding as of September 30, 2025 |
|
|
| |
2023 Equity Incentive Plan
On April 1, 2024, the Company assumed Golden Matrix’s 2023 Equity Incentive Plan (the “2023 Plan”) following the Meridian Purchase. The 2023 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards
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The following table represents the RSUs activity under the 2023 Plan for the nine months ended September 30, 2025:
RSUs |
| Number Outstanding |
| |
RSUs Outstanding as of December 31, 2024 |
|
|
| |
RSUs granted |
|
|
| |
RSUs forfeited |
|
| ( | ) |
RSUs vested |
|
| ( | ) |
RSUs Outstanding as of September 30, 2025 |
|
|
| |
The total compensation cost related to RSUs was $
NOTE 19 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION
The Company operates its business through three operating segments – MeridianBet Group, GMAG, RKings & CFAC (discussed in greater detail below), which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources as well as in assessing performance.
The Company’s chief operating decision maker is a management function comprised of two individuals. These two individuals are the Company’s Chief Executive Officer and MeridianBet Group’s Chief Executive Officer. The Company’s chief operating decision makers and management utilize revenues and operating income as the primary profit measures for its reportable segments.
The Company’s three reportable segments are as follows:
· | MeridianBet Group – This segment includes revenues from retail sports betting, retail casinos, online sports betting, online casinos, and bars operated by MeridianBet Group companies across Serbia, Bosnia, Montenegro, Africa, Central and South America, and other European regions. |
· | GMAG – This segment generates revenue through the Company’s intellectual property and the resale of third-party gaming content, primarily serving customers in the Asia-Pacific region. |
· | RKings & CFAC – This segment includes revenues from pay-to-enter prize competitions and trade promotions, conducted through RKings in the UK and Classics for a Cause in Australia. |
In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to its segments. Such costs primarily include certain share-based compensation, and holding company expenses including administrative, legal fees, audit fees, and filing fees. In addition, certain other costs are not allocated to segments, including impairment costs, and restructuring costs which include charges or expenses attributable to acquisition-related costs. The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.
The following table presents the key performance information of the Company’s reportable segments:
|
| For the nine months ended |
| |||||||||||||
|
| September 30, 2025 |
| |||||||||||||
|
| MeridianBet Group |
|
| GMAG |
|
| RKings & CFAC |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of revenue |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Segment gross profit |
|
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|
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| ||||
|
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Less: |
|
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|
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|
|
|
Selling, general and administrative expenses |
|
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| ||||
Salaries and wages |
|
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Professional fees |
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| ||||
Marketing expenses |
|
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| ||||
Rents and utilities |
|
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Bad debt expense |
|
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|
| ||
Segment income from operations |
|
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|
|
| ||||
|
|
|
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|
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|
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|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding company expenses |
|
|
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|
|
|
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|
|
|
|
|
|
|
| |
Restructuring costs |
|
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|
|
|
|
| |
Stock-based compensation expenses |
|
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| |
Depreciation expenses |
|
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| |
Amortization expenses |
|
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|
|
|
|
| |
Total income (loss) from operations |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
Total revenues by geographic region are as follows:
|
| For the three months ended |
|
| For the nine months ended |
| ||||||||||||||||||||||||||
|
| September 30, 2025 |
|
| September 30, 2024 |
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||||||||||||||||||||
UK |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
Europe (UK-Excl.) |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Central and South America |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Asia Pacific (Australia Excl.) |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Australia |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Africa |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Total |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information.
NOTE 20 – EFFECTIVE TAX RATE
Our effective tax rate was
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NOTE 21 - COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company may be involved, from time to time, in litigation or other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending, except as discussed below. The Company believes that we are not exposed to matters that will individually, or in the aggregate, have a material adverse effect on our financial condition or results of operations.
Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
The Company is involved in a dispute with one of its Cyprus subsidiaries’ minority owners. Meridian Malta owns
Meridian Malta is participating in a dispute with the Greek tax authorities (acting through the Audit Centre for Large Enterprises). The MeridianBet Group has conducted business remotely (i.e., via internet) in Greece through Meridian Malta. Meridian Malta—like two dozen other remote betting entities—is locked in a tax dispute with the Greek tax authorities relating to tax years 2012 through 2014. The Greek authorities filed initial assessments, which Meridian Malta then appealed. The bases of the appeals included arguments that (i) Greece incorrectly assessed Meridian Malta’s tax liability; and (ii) Meridian Malta paid taxes on its Greek revenues in Malta, so it is exempt from further taxes under the two countries’ double taxation treaty. The appeals are at various stages of adjudication. These actions, instituted in December 2018 and April 2019, are pending in the Administrative Court of Appeal of Athens and the Supreme Court of Greece, respectively. The Company is vigorously defending this dispute and believes that dispute will be resolved in the Company's favor, but out of prudence, for the twelve months ended December 31, 2024, the Company had accrued a tax expense of $
The Company is in a dispute with Mr. Paul Hardman (one of the former owners of RKings) with regards to a certain consideration totaling approximately $
The Company is involved in various labor and tax-related disputes in the ordinary course of business. These matters include, but are not limited to, employee claims, wage and hour disputes, and tax assessments by regulatory authorities.
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NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT
As previously disclosed in “Note 22 – MeridianBet Group Purchase Agreement” to the consolidated financial statements included in the 2024 Annual Report, Golden Matrix Group, Inc. (“GMGI”) completed its acquisition of 100% of the outstanding share capital of MeridianBet Group on April 9, 2024 (effective as of April 1, 2024), pursuant to the Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended.
The total preliminary purchase consideration was approximately $
The fair value of the net assets acquired included approximately $
As a result of the transaction, the Meridian Sellers became the majority shareholders of GMGI, holding approximately
Additional terms and governance arrangements, including the Series C Preferred Stock, Voting Agreement, Day-to-Day Management Agreement, and details on a Deferred Cash Convertible Promissory Note, are described in Note 22 to the 2024 Annual Report and have not materially changed as of September 30, 2025, other than repayments and conversions previously disclosed.
NOTE 23 – SUBSEQUENT EVENTS
At-The-Market Offering
Subsequent to September 30, 2025, and through the date of this report, the Company sold an aggregate of
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General Information
The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2024 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 as part of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 24, 2025 (the “2024 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report.
On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the owners of the MeridianBet Group. On the Closing Date, the Company acquired 100% of MeridianBet Group (the “Meridian Purchase”), effective for all purposes as of April 1, 2024. The Meridian Purchase was accounted for as a reverse merger. As a result, all historical financial information presented in the unaudited consolidated financial statements in this report represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company. References to “Golden Matrix” refer to the Company prior to the Purchase which was effective as of April 1, 2024.
Statements made in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are subject to forward-looking statements and various risks and should be read in connection with the “Special Note Regarding Forward-Looking Statements”, above and “Risk Factors”, described below and incorporated by reference into this Report, as described below.
Our Business
We (i) operate online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) are an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.
Online Sports Betting, Online Casino, And Gaming Operations
We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. We employ approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, online casino games, and virtual games. Of those 700 shops, approximately 250 are owned by our subsidiaries and approximately 450 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, our online casino revenue has grown significantly over the past several years.
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| Table of Contents |
Our proprietary technology enables the development of scalable systems capable of operating in multiple jurisdictions and currencies, all the while leveraging the same technical infrastructure for odds setting and risk management. Our technology platform ensures consistency in odds setting and risk management across all the markets that they operate in.
Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS (Short Message Service), SST (Simplified Service Text), and USSD (Unstructured Supplementary Service Data) applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.
A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and our proprietary risk management platforms.
Our sports betting services cover a wide range of sports, events, and markets to cater to diverse player local preferences. They offer betting options for traditional sports such as soccer (football), basketball, tennis, table tennis, volleyball, handball, ice hockey, American football, baseball, rugby, cricket, horse racing, and more. Additionally, they provide opportunities for betting on emerging trends like e-football and e-sports. In addition to conventional sports, our portfolio extends to niche markets like futsal, floorball, snooker, badminton, beach volleyball, darts, water polo, golf, biathlon, cycling, boxing, martial arts, alpine skiing, skiing, Formula 1, motor sports, NASCAR, kabaddi, and even sports specials related to major competitions. Moreover, we offer betting on political events where regulatory conditions permit, and even allow customers to propose their own bets, provided they meet ethical and legal requirements and are measurable.
We offer a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. We offer a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. We also own our own casino development studio, which has thus far produced 52 slot games, which are available online, where regulatory approval is granted, catering to customers on its proprietary casino platform. RNG games are games in which the outcome is determined by a random element generated by a computer algorithm. These games rely on chance rather than skill or strategy to determine the results.
Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, Platipus, 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.
We have a dedicated iGaming section that covers eSports competitions and allows betting on gaming tournaments. This section caters to the growing interest in competitive gaming and includes popular titles such as CS:GO, Dota 2, Fortnite, LoL, Valorant, Rainbow Six, Crossfire, King of Glory, and more. This diverse range allows us to cater to the preferences of eSports enthusiasts.
We also provide extensive coverage of eSports events, encompassing major tournaments such as The International (Dota 2), League of Legends World Championship, and CS:GO Majors. Additionally, we align our coverage with significant European and international eSports tournaments according to the European competition calendar. This approach ensures that customers have access to a broad spectrum of eSports events, adhering to regulatory guidelines. We also utilize ethical advertising practices and partnerships with specialized gaming websites to connect with eSports enthusiasts effectively.
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| Table of Contents |
We offer in-play betting for eSports matches, enabling customers to place bets during the live progression of the games. This real-time betting feature enhances the eSports betting experience while ensuring that we comply with regulatory standards. To maintain the integrity of eSports betting and prevent unethical practices like match-fixing, we collaborate closely with international eSports federations. This partnership allows us to monitor eSports events and swiftly respond to any suspicious activities. In the event of any concerns, we proactively engage with national law enforcement authorities to uphold fair play and regulatory compliance.
With regard to competitive conditions, the betting industry continues to be highly competitive, with new entrants emerging frequently. However, we have maintained a robust competitive position, owing to our advanced technological infrastructure, diversified product portfolio, personalized customer experience, and prudent regulatory compliance. We are focused on maintaining and enhancing this competitive edge through continuous innovation, customer-centricity, and adaptability.
A Provider of Enterprise Software-as-a-Service (“SaaS”) Solutions
We also develop and own online gaming intellectual property (IP) and build configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. We own a proprietary Internet gaming enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”).
The GM-X and GM-Ag System turn-key solutions (including modular, configurable and scalable gaming platforms), are complete software packages for starting an online gaming business, incorporating all the tools and gaming content necessary to run an online Casino and/or Sportsbook and offer a full suite of tools and features for successfully operating and maintaining an online gaming website: from player registration to user management and content management.
The GM-X and GM-Ag Systems have been deployed primarily in the Asia Pacific and we are currently focused on expanding our deployment into Europe, U.S., South America, and Africa. The online gambling industry, in the U.S., is essentially regulated at the state level. The Company is in continued discussions with multiple specialist gaming attorneys in the U.S. and has plans to engage one of these gaming specialists to represent the Company in its applications for a gaming license in the U.S. in the future.
The GM-X and GM-Ag Systems provide platforms that facilitate our gaming customers’ operating online casinos, sportsbooks, lottery, and live games, as well as providing customers with seamless access to large portfolios of licensed gaming content, provided by established, licensed and accredited gaming content providers. We have distribution agreements with third party content providers to resell their game content. The game content includes games such as slots, table games (e.g., roulette, blackjack, and poker), sportsbooks and “live games.” A “live game” is when a live casino game is shown via a live streaming video link in real time from a casino table where live dealers deal cards from a licensed studio and allow players to place an online bet on the outcome of the card game. We have been granted distribution rights for the gaming content that we provide to our customers.
Our GM-X and GM-Ag Systems provide the core platforms for our online casino and sportsbook operators. The systems contain back-office tools necessary for the customer to run a successful online iGaming operation. These tools include player account registration and creation, sophisticated payment services and gateways, geolocation, marketing, loyalty management, real-time analytics, and comprehensive reporting. Our platform can be accessed through both desktop and mobile applications.
Our customers are primarily licensed online gaming operators. We also provide services and resell third party gaming content to licensed online gaming distributors. The majority of our customers hold gaming licenses in Asia, South America, and Europe.
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| Table of Contents |
A Provider of Pay To Enter Prize Competitions And Online Trade Promotions Platform
We engage in the competition operations in the United Kingdom via our subsidiary RKingsCompetitions Ltd., (“RKings”). We operate competitions to win prizes online such as cars, motorbikes, watches, technology, holidays, luxury gadgets and other items by offering pay to enter prize competitions throughout the UK which are not gambling or a lottery and RKings does not offer B2C online sports betting and/or online casino services. The prize competitions require entrants to demonstrate sufficient skill, knowledge, or judgment to have a chance of winning and participants are provided with a route to free entry to the prize competitions as required by UK law. We refer to these as “pay to enter prize competitions”.
As a purely online business, we have been focusing on enhancing the products and experience we offer to both new and existing players by improving the functionality and responsiveness of the RKingsCompetitions.com website, enhancing the prize values, and reducing the ticket prices.
In addition, through GMG Assets Limited, we provide the winners of RKings’ prizes with the option of accepting the cash value of the prize. In doing so, GMG Assets purchases the prize from the winner for cash and sells the prize to wholesalers at a margin.
On August 21, 2024 (effective August 1, 2024), we acquired an 80% ownership interest in Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (“Classics Holdings”). Classics Holdings, through its wholly-owned subsidiary, Classics For A Cause Pty Ltd (“Classics for a Cause”), is an independent online trade promotions company, located in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics for a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences.
Cash Requirements, Liquidity and Capital Resources
We had $22,042,638 cash on hand and a working capital deficit of $(25,266,465) as of September 30, 2025. We believe our cash on hand, supplemented by proceeds from the ATM offering, is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $17.6 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, as discussed in greater detail below under “Equity Distribution Agreement” as of the date of this Report.
Our material cash requirements include the following contractual obligations:
Debt:
The Company currently has the following outstanding debts:
| 1. | Unicredit Bank Facility; |
| 2. | Hipotekarna Bank Facility; and |
| 3. | Igor Salindrija Facility. |
See “Note 15 – Long-Term Liabilities” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on these debts.
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Consideration payable to the former owners of MeridianBet Group:
As discussed in greater detail in “Note 22 – MeridianBet Group Purchase Agreement”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, the Company incurred the following payment obligations in connection with the Meridian Purchase:
Consideration payable to the former owners of MeridianBet Group |
| Cash Consideration Due |
|
| Cash Consideration Paid |
|
| Paid In Golden Matrix Shares |
|
| Cash Consideration Balance as of September 30, 2025 |
| ||||
Closing Cash Consideration |
| $ | 12,000,000 |
|
| $ | 12,000,000 |
|
| $ | - |
|
| $ | - |
|
Deferred Cash Consideration |
|
| 18,000,000 |
|
|
| 11,498,409 |
|
|
| 6,501,591 |
|
|
| - |
|
Contingent Post-Closing Cash Consideration due 5 days after the six-month anniversary of the Closing |
|
| 5,000,000 |
|
|
| 1,684,642 |
|
|
| 3,290,358 |
|
|
| 25,000 |
|
12 Month Non-Contingent Post-Closing Cash Consideration |
|
| 10,000,000 |
|
|
| 179,540 |
|
|
| 9,630,460 |
|
|
| 190,000 |
|
18 Month Non-Contingent Post-Closing Cash Consideration |
|
| 10,000,000 |
|
|
| 200,328 |
|
|
| 700,000 |
|
|
| 9,099,672 |
|
Promissory Note Consideration (due April 9, 2026) |
|
| 15,000,000 |
|
|
| - |
|
|
| - |
|
|
| 15,000,000 |
|
Total |
| $ | 70,000,000 |
|
| $ | 25,562,919 |
|
| $ | 20,122,409 |
|
| $ | 24,314,672 |
|
Contingent obligation:
The Company had a possible holdback payment of approximately $645,500 (GBP 500,000) as part of the consideration for the acquisition of RKings. The holdback is contested by the Company and currently subject to ongoing claims.
Liquidity and capital resources
Description |
| As of September 30, 2025 |
|
| As of December 31, 2024 |
| ||
Cash and cash equivalents |
| $ | 22,042,638 |
|
| $ | 30,125,944 |
|
Working capital (deficit) |
| $ | (25,266,465 | ) |
| $ | (18,484,062 | ) |
Shareholders’ equity |
| $ | 127,095,095 |
|
| $ | 108,950,580 |
|
The Company had $22,042,638 of cash on hand at September 30, 2025 and total assets of $209,775,592 ($39,146,005 of which were current assets) and a working capital deficit of $(25,266,465) as of September 30, 2025. The working capital deficit was mainly due to $10,890,846 of current portion of long-term loans included in current liabilities, as well as $24,314,672 of consideration payable to the Meridian Sellers. Included in total assets at September 30, 2025 was $71,305,353 of goodwill and $57,553,457 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.
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The Company had $30,125,944 of cash on hand at December 31, 2024, and total assets of $213,717,593 ($45,066,481 of which were current assets) and a working capital deficit of $18,484,062 as of December 31, 2024. The working capital deficit was mainly due to $17,291,241 of current portion of long-term loans included in current liabilities as well as $22,520,460 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2024 was $71,249,119 of goodwill and $56,393,457 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.
The decrease in cash of $8,083,306 between December 31, 2024 and September 30, 2025, was mainly due to the repayment of debt, investment in fixed assets and consideration paid to the former owners of MeridianBet Group, offset by cash provided by operating activities.
Our financial focus is on long-term, sustainable growth in revenue with the goal of marginal increases in expenses. We believe that our operations are highly scalable, and we plan to continuously add new products to our offerings with the anticipation that they will provide successful revenue growth.
In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $17.6 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings (as discussed below) as of the date of this Report, or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, or the conversion of outstanding debt into equity as has occurred in the past may result in dilution to our then shareholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.
On April 28, 2025, the Company voluntarily prepaid in full, the then $7,200,000 remaining balance of the Secured Convertible Note.
See “Note 15 – Long-Term Liabilities” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities, including the Secured Convertible Note.
Cash flows
|
| Nine Months Ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cash provided by operating activities |
| $ | 17,149,595 |
|
| $ | 7,317,099 |
|
Cash used in investing activities |
| $ | (15,106,190 | ) |
| $ | (21,706,531 | ) |
Cash provided by (used in) financing activities |
| $ | (17,124,592 | ) |
| $ | 32,716,355 |
|
Cash flows from operating activities include net income (loss) adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the nine months ended September 30, 2025, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.
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The Company generated cash from operating activities of $17,149,595 during the nine months ended September 30, 2025, due primarily to a $6,169,306 increase in accounts payable and accrued liabilities, $3,003,054 of stock-based compensation, $2,025,763 of non-cash interest expense related to debt discount amortization, $7,193,854 of amortization expenses relating to intangible assets, and $4,193,434 of depreciation expenses, which was mainly offset by a $3,576,306 net loss, a $1,430,867 increase in inventories, and a $1,414,498 increase in accounts receivable.
The Company generated cash from operating activities of $7,317,099 during the nine months ended September 30, 2024, due primarily to $669,019 of net income, $3,252,803 of stock-based compensation, $4,317,523 of amortization expenses, and $3,173,473 of depreciation expenses, which was offset by a $1,131,848 increase in inventories, a $3,903,981 decrease in taxes payable, and a $2,030,489 increase in accounts receivable.
During the nine months ended September 30, 2025, cash used in investing activities was $15,106,190, which was primarily due to $1,709,971 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid for the acquisition of Classics and minority interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus, $8,229,598 spent on intangible assets, and $4,424,257 spent on property, plant and equipment.
During the nine months ended September 30, 2024, cash used in investing activities was $21,706,531, which was primarily due to $23,294,833 of consideration paid to the former owners of MeridianBet Group in connection with the Purchase, $4,452,143 of consideration paid to acquire Classics, $9,598,234 spent on intangible assets, and the $3,979,633 spent on property, plant and equipment, and partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.
During the nine months ended September 30, 2025, cash used in financing activities totaled $17,124,592. This was primarily driven by debt repayments of $17,989,308 and lease repayments of $1,999,714, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,173,560) from UniCredit Bank, and $1,692,430 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.
During the nine months ended September 30, 2024, cash provided by financing activities was $32,716,355, which was primarily due to proceeds from loans of $26,870,400, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, and proceeds from convertible note and warrant of $9,685,305, relating to the Senior Convertible Note and Lind Warrants, discussed in greater detail above in the notes to consolidated financial statements under “Note 15 – Long-Term Liabilities—Lind Global Asset Management VIII LLC Securities SPA / Promissory Note”, which was offset by repayment of lease of$1,928,562 and repayment of debt of $1,174,383.
The Company experienced a net decrease in cash of $8,083,306 for the nine months ended September 30, 2025, primarily due to repayments of loans and borrowings as noted above. This was partially offset by a $6,997,881 increase in cash resulting from exchange rate fluctuations, driven by the depreciation of the U.S. Dollar against other currencies, including the Euro (EUR), Serbian Dinar (RSD), Peruvian Sol (PEN), Tanzanian Shilling (TZS), and Brazilian Real (BRL).
Equity Distribution Agreement
On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.
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| Table of Contents |
The Company will pay Craig-Hallum a commission equal to 3.00% of any gross proceeds from the sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50,000, plus up to $5,000 for each future quarterly period that the Distribution Agreement remains in place. The offering of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Distribution Agreement and (ii) the termination of the Distribution Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.
No assurance can be given that the Company will sell any shares of common stock under the Distribution Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.
During the nine months ended September 30, 2025, we sold an aggregate of 1,107,249 shares of our common stock under the ATM Program for net proceeds of approximately $1,733,829, after deducting commissions. Since September 30, 2025 and through the date of this Report, we have sold an aggregate of 577,418 shares of our common stock under the ATM Program for net proceeds of approximately $598,110, after deducting commissions.
As of the date of this Report, we are eligible to sell up to an additional $17.6 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.
Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization
In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management. In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our company’s performance and determine whether certain restricted stock units vest as of the end of December 31, 2025. EBITDA means net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.
EBITDA and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are unaudited, and have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of such non-GAAP measures to the most comparable GAAP measure, below. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view non-GAAP measures in conjunction with the most directly comparable GAAP financial measure.
| 45 |
| Table of Contents |
Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss):
|
| Three Months Period Ended |
|
| Nine Months Period Ended |
| ||||||||||
|
| September 30, 2025 |
|
| September 30, 2024 |
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||||
Net income (loss) |
| $ | 413,802 |
|
| $ | (3,295,629 | ) |
| $ | (3,576,306 | ) |
| $ | 669,019 |
|
+ Interest expense |
|
| 510,636 |
|
|
| 790,193 |
|
|
| 3,463,665 |
|
|
| 827,048 |
|
- Interest income |
|
| (62,036 | ) |
|
| (58,475 | ) |
|
| (122,856 | ) |
|
| (163,023 | ) |
+ Taxes |
|
| 201,636 |
|
|
| 1,864,122 |
|
|
| 355,960 |
|
|
| 2,670,788 |
|
+ Depreciation |
|
| 1,413,163 |
|
|
| 1,145,210 |
|
|
| 4,193,434 |
|
|
| 3,173,473 |
|
+ Amortization |
|
| 2,575,834 |
|
|
| 1,962,157 |
|
|
| 7,193,854 |
|
|
| 4,317,523 |
|
EBITDA |
| $ | 5,053,035 |
|
| $ | 2,407,578 |
|
| $ | 11,507,751 |
|
| $ | 11,494,828 |
|
+ Stock-based compensation |
|
| 546,415 |
|
|
| 1,614,751 |
|
|
| 3,003,054 |
|
|
| 3,252,803 |
|
+ Restructuring costs |
|
| 128,156 |
|
|
| 314,555 |
|
|
| 278,090 |
|
|
| 906,286 |
|
Adjusted EBITDA |
| $ | 5,727,606 |
|
| $ | 4,336,884 |
|
| $ | 14,788,895 |
|
| $ | 15,653,917 |
|
Results of Operations
Three months endedSeptember 30, 2025, compared to the three months ended September 30, 2024.
The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods. Effective on April 1, 2024, the Company acquired 100% of the MeridianBet Group (the “Meridian Purchase”), which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the Meridian Purchase were excluded prior to April 1, 2024, the effective closing date of the Purchase.
|
| Three Months Ended September 30, |
|
|
|
|
| |||||||||
|
| 2025 |
|
| 2024 |
|
| $Change |
|
| %Change |
| ||||
Revenue |
| $ | 47,316,308 |
|
| $ | 40,992,329 |
|
| $ | 6,323,979 |
|
|
| 15 | % |
Cost of goods sold (COGS) |
|
| 20,929,885 |
|
|
| 18,589,162 |
|
|
| 2,340,723 |
|
|
| 13 | % |
Gross profit |
|
| 26,386,423 |
|
|
| 22,403,167 |
|
|
| 3,983,256 |
|
|
| 18 | % |
General and administrative expenses |
|
| 26,774,044 |
|
|
| 23,379,550 |
|
|
| 3,394,494 |
|
|
| 15 | % |
Loss from operations |
|
| (387,621 | ) |
|
| (976,383 | ) |
|
| 588,762 |
|
|
| -60 | % |
Interest expense |
|
| 510,636 |
|
|
| 790,193 |
|
|
| (279,557 | ) |
|
| -35 | % |
Interest earned |
|
| 62,036 |
|
|
| 58,475 |
|
|
| 3,561 |
|
|
| 6 | % |
Foreign exchange gain/(loss) |
|
| 817,201 |
|
|
| (219,060 | ) |
|
| 1,036,261 |
|
|
| -473 | % |
Other income |
|
| 634,458 |
|
|
| 495,654 |
|
|
| 138,804 |
|
|
| 28 | % |
Provision for income taxes |
|
| 201,636 |
|
|
| 1,864,122 |
|
|
| (1,662,486 | ) |
|
| -89 | % |
Net income (loss) |
|
| 413,802 |
|
|
| (3,295,629 | ) |
|
| 3,709,431 |
|
|
| -113 | % |
Net income (loss) attributable to noncontrolling interest |
|
| (152,212 | ) |
|
| 109,935 |
|
|
| (262,147 | ) |
|
| -238 | % |
Net income (loss) attributable to GMGI |
| $ | 566,014 |
|
| $ | (3,405,564 | ) |
| $ | 3,971,578 |
|
|
| -117 | % |
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| Table of Contents |
Revenue. Revenue increased by $6,323,979, or 15%, to $47,316,308 for the three months ended September 30, 2025, from $40,992,329 for the three months ended September 30, 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.
|
| For the three months ended |
|
|
|
|
| |||||||||
Revenue by product |
| September 30, 2025 |
|
| September 30, 2024 |
|
| $Change |
|
| %Change |
| ||||
Online casino |
| $ | 14,599,178 |
|
| $ | 11,188,239 |
|
| $ | 3,410,939 |
|
|
| 30 | % |
Online sports betting |
| $ | 10,282,369 |
|
| $ | 8,549,379 |
|
| $ | 1,732,990 |
|
|
| 20 | % |
Retail sports betting and retail casino |
| $ | 6,738,939 |
|
| $ | 5,293,516 |
|
| $ | 1,445,423 |
|
|
| 27 | % |
GMAG segment |
| $ | 3,535,746 |
|
| $ | 4,297,761 |
|
| $ | (762,015 | ) |
|
| -18 | % |
RKings |
| $ | 9,029,513 |
|
| $ | 8,879,408 |
|
| $ | 150,105 |
|
|
| 2 | % |
Classics for a Cause |
| $ | 2,292,529 |
|
| $ | 2,059,492 |
|
| $ | 233,037 |
|
|
| 11 | % |
Revenues from online casino increased by $3,410,939, or 30%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 13 new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 5 most popular game in the third quarter of 2025; revenues from online sports betting which increased by $1,732,990, or 20%, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis; revenues from retail sports betting and retail casino increased by $1,445,423, or 27%, mainly due to the increase in the offer of the 85 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, such as the “happy hour” and slot promotions; revenues from the GMAG segment decreased by $762,015, or 18%, primarily due to reduced usage by several key customers, driven by increased market competition, and the Company focusing on expanding the range of products offered through the GMAG system and enhancing product margins; revenues from RKings increased by $150,105, or 2%, mainly due to changes in marketing strategy; and revenues from Classics for a Cause increased by $233,037, or 11%, as Classics for a Cause was acquired effective on August 1, 2024 with only two months of results included in the comparable prior-year period.
COGS. Costs of goods (COGS) sold increased by $2,340,723, or 13%, to $20,929,885 for the three months ended September 30, 2025, from $18,589,162 for the three months ended September 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $2,798,431 in total, or 38%, to $10,180,888 for the three months ended September 30, 2025, from $7,382,457 for the three months ended September 30, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting; COGS from the GMAG segment, RKings, and Classics for a Cause decreased by $457,708, or 4%, to $10,748,997, down from $11,206,705 in the prior-year period, mainly due to reduced usage by several key customers in the GMAG segment.
Gross profit. Gross profit increased by $3,983,256, or 18%, to $26,386,423 for the three months ended September 30, 2025, from $22,403,167 for the three months ended September 30, 2024. Gross profit from online casinos increased by $1,946,908 or 24%; gross profit from online sports betting increased by $893,721, or 15%; gross profit from retail sports betting and retail casino increased by $813,721 or 22%; and gross profit from franchise fee increased by $45,951 or 28%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in gross profit was mainly due to the increase in the revenues as discussed above. Gross profit from the GMAG segment increased by $3,670; gross profit from RKings decreased by $37,454, or 3%; and gross profit from Classics for a Cause increased by $112,619, or 8%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
General and administrative expenses (G&A). General and administrative expenses increased by $3,394,494, or 15%, to $26,774,044 for the three months ended September 30, 2025, from $23,379,550 for the three months ended September 30, 2024. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.
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| Table of Contents |
Stock-based compensation (within G&A) for the three months ended September 30, 2025, was $546,415, compared to $1,644,916, for the three months ended September 30, 2024, a $1,098,501 decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.
Amortization expenses for the three months ended September 30, 2025, were $2,575,834, compared to $1,962,157 for the three months ended September 30, 2024, a $613,677, or 31% increase from the prior period, which was due mainly to the capitalization of a significant portion of software that had been in development during the current period.
Salaries and wages for the three months ended September 30, 2025, were $6,550,945, compared to $5,706,182, for the three months ended September 30, 2024, a $844,763 or 15% increase from the prior period, which was due to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.
Professional fees for the three months ended September 30, 2025, were $933,433, compared to $992,009, for the three months ended September 30, 2024, a $58,576 or 6% decrease from the prior period.
Marketing expenses for the three months ended September 30, 2025, were $6,888,120, compared to $5,211,172, for the three months ended September 30, 2024, a $1,676,948 or 32% increase from the prior period. The increase in marketing fees was primarily driven by new sponsorship agreements, such as: the Basketball League of Serbia (KLS), the Sports Association of Serbia (implementation of handball courts), the Meridian Missions TV commercial, as well as TV commercials for EuroBasket on national television, accompanied by intensified PR activities during EuroBasket.
Rents and utilities for the three months ended September 30, 2025, were $2,209,303, compared to $1,566,555, for the three months ended September 30, 2024, a $642,748 or 41% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.
Interest expense. Interest expense decreased by $279,557, or 35%, to $510,636 for the three months ended September 30, 2025, from $790,193 for the three months ended September 30, 2024. The decrease primarily reflects the repayment of the October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the Secured Convertible Note during the current quarter.
Interest earned. Interest earned increased by $3,561, or 6%, to $62,036 for the three months ended September 30, 2025, from $58,475 for the three months ended September 30, 2024. The increase was due to favorable exchange rate movements arising from the calculation of interest earned for deposits held by certain affiliated entities.
Foreign exchange gain. The foreign exchange gain for the three months ended September 30, 2025 was $817,201, compared to foreign exchange loss of $219,060 for the three months ended September 30, 2024. The improvement was primarily attributable to favorable movements in the EUR/RSD/USD/GBP exchange rates, which positively affected the revaluation of the Company’s monetary assets and liabilities denominated in euros, pounds, and dinars.
Other Income. Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activities. For the three months ended September 30, 2025, and 2024, other income amounted to $634,458 and $495,654, respectively. The increase of $138,804 is attributable to other operating income from the franchise partners such as marketing services, customer support services, staff training services, etc.
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Provision for income taxes. Our effective tax rate was 32.8% and (130.2)% for the three months ended September 30, 2025 and September 30, 2024, and (11.1)% and 80.0% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The change in the effective income tax rate for the three and nine months ended September 30, 2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.
Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended September 30, 2025, and 2024, net income (loss) attributable to noncontrolling interest amounted to $(152,212) and $109,935, respectively. The loss was primarily driven by an increase in general and administrative expenses in a new operational territory where we have commenced business operations — Brazil.
Net income (loss) attributable to GMGI. Net income attributable to GMGI increased by $3,971,578 to $566,014 for the three months ended September 30, 2025, compared to a net loss of $3,405,564 for the three months ended September 30, 2024. The improvement was primarily driven by higher revenues and gross profit, lower stock-based compensation expense, and favorable foreign exchange movements, each as discussed above.
Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods. Effective on April 1, 2024, the Company acquired 100% of the MeridianBet Group, which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the Purchase were excluded prior to April 1, 2024, the effective closing date of the Purchase.
|
| Nine Months Ended September 30, |
|
|
|
|
| |||||||||
|
| 2025 |
|
| 2024 |
|
| $Change |
|
| %Change |
| ||||
Revenue |
| $ | 133,284,729 |
|
| $ | 105,258,158 |
|
| $ | 28,026,571 |
|
|
| 27 | % |
Cost of goods sold (COGS) |
|
| 58,325,326 |
|
|
| 43,477,519 |
|
|
| 14,847,807 |
|
|
| 34 | % |
Gross profit |
|
| 74,959,403 |
|
|
| 61,780,639 |
|
|
| 13,178,764 |
|
|
| 21 | % |
General and administrative expenses |
|
| 77,757,891 |
|
|
| 58,937,789 |
|
|
| 18,820,102 |
|
|
| 32 | % |
Income (loss) from operations |
|
| (2,798,488 | ) |
|
| 2,842,850 |
|
|
| (5,641,338 | ) |
|
| -198 | % |
Interest expense |
|
| 3,463,665 |
|
|
| 827,048 |
|
|
| 2,636,617 |
|
|
| 319 | % |
Interest earned |
|
| 122,856 |
|
|
| 163,023 |
|
|
| (40,167 | ) |
|
| -25 | % |
Foreign exchange gain/(loss) |
|
| 1,187,414 |
|
|
| (337,581 | ) |
|
| 1,524,995 |
|
|
| -452 | % |
Other income |
|
| 1,731,537 |
|
|
| 1,498,563 |
|
|
| 232,974 |
|
|
| 16 | % |
Provision for income taxes |
|
| 355,960 |
|
|
| 2,670,788 |
|
|
| (2,314,828 | ) |
|
| -87 | % |
Net income (loss) |
|
| (3,576,306 | ) |
|
| 669,019 |
|
|
| (4,245,325 | ) |
|
| -635 | % |
Net income (loss) attributable to noncontrolling interest |
|
| (326,367 | ) |
|
| 18,924 |
|
|
| (345,291 | ) |
|
| -1825 | % |
Net income (loss) attributable to GMGI |
| $ | (3,249,939 | ) |
| $ | 650,095 |
|
| $ | (3,900,034 | ) |
|
| -600 | % |
Revenue. Revenue increased by $28,026,571, or 27%, to $133,284,729 for the nine months ended September 30, 2025, compared to $105,258,158 for the same period in 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.
|
| For the nine months ended |
|
|
|
|
| |||||||||
Revenue by product |
| September 30, 2025 |
|
| September 30, 2024 |
|
| $Change |
|
| %Change |
| ||||
Online casino |
| $ | 38,718,317 |
|
| $ | 30,808,568 |
|
| $ | 7,909,749 |
|
|
| 26 | % |
Online sports betting |
| $ | 30,004,218 |
|
| $ | 26,447,574 |
|
| $ | 3,556,644 |
|
|
| 13 | % |
Retail sports betting and retail casino |
| $ | 18,221,592 |
|
| $ | 16,381,424 |
|
| $ | 1,840,168 |
|
|
| 11 | % |
GMAG segment |
| $ | 11,007,085 |
|
| $ | 8,893,658 |
|
| $ | 2,113,427 |
|
|
| 24 | % |
RKings |
| $ | 26,257,493 |
|
| $ | 18,536,370 |
|
| $ | 7,721,123 |
|
|
| 42 | % |
Classics for a Cause |
| $ | 6,627,171 |
|
| $ | 2,059,492 |
|
| $ | 4,567,679 |
|
|
| 222 | % |
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Revenues from online casino increased by $7,909,749, or 26%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 13 new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 5 most popular game in the third quarter of 2025; revenues from online sports betting which increased by $3,556,644, or 13%, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis; revenues from retail sports betting and retail casino which increased by $1,840,168, or 11%, mainly due to the increase in the offer of the 85 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, such as the “happy hour” and slot promotions; and increased revenues from the GMAG segment, RKings, and Classics for a Cause compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and that as a result, revenues generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.
COGS. Costs of goods sold increased by $14,847,807, or 34%, to $58,325,326 for the nine months ended September 30, 2025, from $43,477,519 for the nine months ended September 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $5,391,969 in total, or 25%, to $26,755,333 for the nine months ended September 30, 2025, from $21,363,364 for the nine months ended September 30, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting. COGS from the GMAG segment, RKings, and Classics for a Cause increased by $9,455,838, or 43%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, COGS generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.
Gross profit. Gross profit increased by $13,178,764, or 21%, to $74,959,403 for the nine months ended September 30, 2025, from $61,780,639 for the nine months ended September 30, 2024. Gross profit from online casino increased by $5,007,987 or 23%; gross profit from online sports betting increased by $2,033,408, or 11%; gross profit from retail sports betting and retail casino increased by $1,029,068 or 10%; and gross profit from franchise fee increased by $161,909 or 35%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Gross profit from the GMAG segment, RKings, and Classics for a Cause increased by $4,946,391, or 67%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, gross profits generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.
General and administrative expenses. The general and administrative expenses increased by $18,820,102, or 32%, to $77,757,891 for the nine months ended September 30, 2025, from $58,937,789 for the nine months ended September 30, 2024. The general and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.
Stock-based compensation (within G&A) for the nine months ended September 30, 2025, was $2,914,451, compared to $3,203,212, for the nine months ended September 30, 2024, a $288,761, or 9% decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.
Amortization expenses for the nine months ended September 30, 2025, were $7,193,854, compared to $4,317,523, for the nine months ended September 30, 2024, an increase of $2,876,331, or 67%. The increase was primarily attributable to the amortization of newly recognized intangible assets resulting from the acquisitions of Golden Matrix and Classics Holdings, as well as the capitalization and subsequent amortization of a significant portion of software development costs during the current period.
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Salaries and wages for the nine months ended September 30, 2025, were $19,683,749, compared to $15,287,955, for the nine months ended September 30, 2024, a $4,395,794 or 29% increase from the prior period, which was due partially to a $1,593,041 increase in salaries to employees of Golden Matrix after the acquisition of Golden Matrix. Salaries paid to employees of MeridianBet Group increased by $2,802,753, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets
Professional fees for the nine months ended September 30, 2025, were $3,009,083, compared to $2,578,121, for the nine months ended September 30, 2024, a $430,962 or 17% increase from the prior period. The increase was primarily due to the fact that professional fees incurred from January to March 2024 of Golden Matrix were not included in the prior-year comparative period, as the acquisition of Golden Matrix became effective on April 1, 2024.
Marketing expenses for the nine months ended September 30, 2025, were $19,639,498, compared to $12,731,111, for the nine months ended September 30, 2024, a $6,908,387 or 54% increase from the prior period, which was mainly due to increased advertising budgets across all Ads channels (Google, Meta, etc.), as well as new sponsorship agreements with: FNC – Fight Nation Championship, BLS – the Basketball League of Serbia, the football club AEL from Cyprus, the women’s basketball club Red Star, the basketball club Vršac, the Basketball League of Serbia (KLS), the Sports Association of Serbia (implementation of handball courts), the Meridian Missions TV commercial, as well as TV commercials for EuroBasket on national television, accompanied by intensified PR activities during EuroBasket, new collaborations with influencers (TikTok creators), and the deployment of promotional teams across the countries.. Additionally, marketing expenses incurred from January to March 2024 of Golden Matrix were not included in the prior-year comparative period, as the acquisition of Golden Matrix became effective on April 1, 2024.
Rents and utilities for the nine months ended September 30, 2025, were $5,718,607, compared to $4,948,076, for the nine months ended September 30, 2024, a $770,531 or 16% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.
Interest expense. Interest expense increased by $2,636,617, or 319%, to $3,463,665 for the nine months ended September 30, 2025, from $827,048 for the nine months ended September 30, 2024. The significant increase was primarily driven by the amortization of debt discounts related to the issuance of the Secured Convertible Note and the Unicredit Bank Facility, as well as accrued interest on borrowings from commercial banks.
Interest earned. Interest earned decreased by $40,167, or 25%, to $122,856 for the nine months ended September 30, 2025, from $163,023 for the nine months ended September 30, 2024. The decrease was due to the decrease in the term deposits with our banks.
Foreign exchange loss. Foreign exchange results improved by $1,524,995, resulting in a gain of $1,187,414 for the nine months ended September 30, 2025, compared to a loss of $337,581 for the same period in 2024. The improvement was primarily attributable to favorable movements in the EUR/RSD/USD/GBP exchange rates, which positively affected the revaluation of the Company’s monetary assets and liabilities denominated in euros, pounds, and dinars.
Other Income. Other income is related to income from marketing services for third-party advertising in Meridian betting shops, sale of fixed assets, VAT refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity. For the nine months ended September 30, 2025, and 2024, other income amounted to $1,731,537 and $1,498,563, respectively. The increase of $232,974 for the nine months ended September 30, 2025, versus the nine months ended September 30, 2024, is attributable to other operating income from franchise partners such as marketing services, customer support services, and staff training services.
Provision for income taxes. Our effective tax rate was 32.8% and (130.2)% for the three months ended September 30, 2025 and September 30, 2024, and (11.1)% and 80.0% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The change in the effective income tax rate for the three and nine months ended September 30, 2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.
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Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30%; (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%; and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the nine months ended September 30, 2025, and 2024, net income (loss) attributable to noncontrolling interest amounted to $(326,367)and $18,924, respectively. The increase in net loss was primarily driven by an increase in general and administrative expenses in the new operational territory where we have commenced business operations — Brazil.
Net income (loss) attributable to GMGI. Net loss attributable to GMGI increased by $3,900,034 to a net loss of $3,249,939 for the nine months ended September 30, 2025, from net income of $650,095 for the nine months ended September 30, 2024. The increase in loss was mainly due to an increase in the general and administrative expenses, and interest expenses, each as discussed above.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025, are those that depend most heavily on these judgments and estimates. As of September 30, 2025, there had been no material changes to any of the critical accounting policies contained therein. “Note 2 - Summary of Accounting Policies,” of the notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The critical accounting estimates include transactions, assets, liabilities and obligations that are stated in foreign local currency and their conversion to US currency. Resulting loss on currency conversions related to assets and liabilities is recognized in shareholders’ equity in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets and realized foreign currency translation adjustments are recognized in other income in the consolidated statements of operations and comprehensive income.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
Disclosure controls and procedures
The Company’s Chief Executive Officer (the principal executive officer) and Chief Financial Officer (principal financial/accounting officer) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding, except as discussed under “Note 21 – Commitments and Contingencies”, under the heading Legal Matters, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, which are incorporated by reference into this “Item 1. Legal Proceedings”. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows; however, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025 (the “Form 10-K”), under the heading “Risk Factors”, except as discussed below, and investors should review the risks provided in the Form 10-K, and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under “Risk Factors” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
The risk factors below which we have marked with an asterisk (*)reflect substantive changes from, or additions to, the risks described in our 2024 Annual Report.
We may require additional financing, and we may not be able to raise funds on favorable terms, or at all.*
We had $22,042,638 cash on hand and a working capital deficit of $25,266,465 as of September 30, 2025. With our current cash on hand, expected revenues, and availability under the Equity Distribution Agreement and based on our current average monthly expenses, we do not anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, but may require additional funding in the future to support our operations and/or may seek to raise additional funding in the future to expand or complete acquisitions. We also anticipate needing to raise funding to repay the $15.7 million owed under the Facility Agreement (as discussed in greater detail above under “Note 15 – Long-Term Liabilities — UniCredit Bank Facility” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, as of September 30, 2025, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group, which total $24,314,672 as of the date of this Report.
The most likely source of future funds presently available to us will be through the sale of equity capital, including potentially through sales under the Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Any sale of share capital will result in dilution to existing shareholders. Furthermore, we may incur debt in the future and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.
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We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Obtaining additional financing contains risks, including:
| ● | additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current shareholders; |
| ● | loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; |
| ● | the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain debt financing on favorable terms, if at all; and |
| ●
| if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition. |
The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution.*
*
The consideration payable to the Meridian Sellers includes cash and stock which will come due in the future. The unpaid portion of the purchase price currently includes: (i) cash in the amount of $9,314,672, of which $9,099,672 was due on October 9, 2025; and (ii) promissory notes in the amount of $15,000,000, due on or before (April 9, 2026).
The Company will likely need to raise funds in the future to pay such amounts (or certain portions thereof) to the Meridian Sellers. Debt funding may not be available on favorable terms, if at all. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our then issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, we may be in breach of the Meridian Purchase Agreement, and the Meridian Sellers may seek damages from us as a result of such breach.
Additionally, the payment of interest on any debt funding, or dividends on any equity funding, may be material, and may decrease the funds available for operations. Furthermore, covenants in any debt or equity funding, may make it harder or more expensive for us to raise funding in the future.
We may choose not to sell any shares of common stock under our Distribution Agreement.*
On November 22, 2024, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20.0 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.
The Company will pay Craig-Hallum a commission equal to 3.00% of any gross proceeds from the sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50,000, plus up to $5,000 for each future quarterly period that the Distribution Agreement remains in place. The offering of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Distribution Agreement and (ii) the termination of the Distribution Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.
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No assurance can be given that the Company will sell any shares of common stock under the Distribution Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.
During the nine months ended September 30, 2025, we sold an aggregate of 1,107,249 shares of our common stock under the ATM Program for net proceeds of approximately $1,733,829, after deducting commissions. Since September 30, 2025 and through the date of this Report, we have sold an aggregate of 577,418 shares of our common stock under the ATM Program for net proceeds of approximately $598,110, after deducting commissions.
As of the date of this Report, we are eligible to sell up to an additional $17.6 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.
We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.*
We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks, our common stock has traded as high as $3.06 per share and as low as $0.91 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock.
Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:
| ● | actual or anticipated variations in our quarterly operating results; |
| ● | changes in market valuations of similar companies; |
| ● | adverse market reaction to the level of our indebtedness (if any); |
| ● | additions or departures of key personnel; |
| ● | actions by shareholders; |
| ● | speculation in the press or investment community; |
| ● | general market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets, tariffs, trade wars, changes in interest rates and/or inflation and/or global conflicts; |
| ● | our operating performance and the performance of other similar companies; |
| ● | changes in accounting principles; and |
| ● | passage of legislation or other regulatory developments that adversely affect us or the gaming industry. |
Our common stock is listed on the Nasdaq Capital Market under the symbol “GMGI.” Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.
Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.
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In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
Future sales of shares by existing stockholders could cause our stock price to decline.*
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.
As of the date of this Report, we had 280,000 shares of common stock issuable upon the exercise of outstanding options to purchase shares of common stock at a weighted-average exercise price of $2.07 per share; 750,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock at an exercise price of $4.00 per share; and 1,986,586 shares of common stock issuable upon the vesting of Restricted Stock Unit equity awards that were granted under our equity incentive plans.
The exercise of such outstanding options or warrants or the conversion of outstanding convertible securities will result in further dilution of your investment. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship between such sales and the performance of our business.
The issuance of common stock upon exercise of warrants will cause immediate and substantial dilution to existing shareholders.*
The Lind Warrant, discussed in greater detail above in the notes to consolidated financial statements under “Note 15 – Long-Term Liabilities—Lind Global Asset Management VIII LLC Securities SPA / Promissory Note”, entitles the holder to purchase up to 750,000 shares of common stock of the Company until July 1, 2029, at an exercise price of $4.00 per warrant share, subject to customary adjustments, and a 4.99% beneficial ownership limitation. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25. The Lind Warrant also provides for cashless exercise to the extent that the warrant shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares of common stock issuable upon exercise thereof are not then covered by an effective registration statement (provided that such underlying shares are currently covered by a registration statement).
The issuance of common stock upon exercise of the Lind Warrants will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Lind Warrants may ultimately receive and sell the full amount of shares issuable in connection with the exercise of the Lind Warrants. Although the Lind Warrant may not be exercised by the holder thereof if such conversion would cause such holder to own more than 4.99% of our outstanding common stock (which may be increased to 9.99% as set forth in the Lind Warrant), these restrictions do not prevent such holder from exercising some of their holdings, selling those shares, and then exercising the rest of their holdings, while still staying below the 4.99% limit. In this way, the holder could sell more than these limits while never actually holding more shares than the limits allow. If the holder of the Lind Warrant chooses to do this, it will cause substantial dilution to the then holders of our common stock.
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The availability of shares of common stock upon exercise of the Lind Warrants for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock upon the exercise of Lind Warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the exercise of the Lind Warrants, or the perception that such sales could occur, may cause the market price of our common stock to decline.
In addition, the common stock issuable upon the exercise of the Lind Warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the holder of the Lind Warrants, then the value of our common stock will likely decrease.
We are required to file a registration statement to permit the public resale of the shares of common stock that may be issued upon the exercise of the Lind Warrants, which was declared effective on September 20, 2024. The influx of those shares into the public market could potentially have a negative effect on the trading price of our common stock.
* * * * * *
Separately, the risk factors from the Form 10-K entitled “Our Secured Convertible Note with the Investor is secured by a Security Agreement over substantially all of our assets and a pledge of the securities of certain of our subsidiaries.”; “We are required to make amortization payments of the amounts owed under the Secured Convertible Note upon the occurrence of certain events and we may not have sufficient cash to make such payments, if required.” and “We are subject to various restrictions while the Secured Convertible Note remains outstanding which may have an adverse effect on our ability to raise capital and undertake certain transactions.”, are no longer material risks to the Company, as the Company voluntarily repaid in full the Secured Convertible Note on April 28, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended September 30, 2025, and from the period from October 1, 2025 to the filing date of this Report, which have not previously been disclosed in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, except as follows:
Recent sales of unregistered securities during the quarter ended September 30, 2025.
On July 31, 2025, 45,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in July 2025.
On August 31, 2025, 30,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in August 2025.
On September 9, 2025 (effective as of August 29, 2025), we entered into the Eighth Amendment to the Meridian Purchase Agreement with the Aleksandar Milovanović, one of the Meridian Sellers, to provide that $500,000 of the 18-month non-contingent post-closing cash consideration payable to Milovanović would be converted into shares of the Company’s common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement. Under the Conversion Agreement, $100,000 was converted into 81,300 shares of common stock at a conversion price of $1.23 per share (effective August 29, 2025), $100,000 was converted into 98,039 shares of common stock at a conversion price of $1.02 per share (effective September 5, 2025), $100,000 was converted into 99,009 shares of common stock on September 12, 2025 at $1.01 per share, based on the closing share price of the Company’s common stock on the same date, $100,000 was converted into 100,775 shares of common stock on September 19, 2025 at $0.99 per share based on the closing share price of the Company’s common stock on the same date, and $100,000 was converted into 85,470 shares of common stock on September 26, 2025 at $1.17 per share based on the closing share price of the Company’s common stock on the same date.
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On September 30, 2025, 30,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in September 2025.
Recent sales of unregistered securities subsequent to our fiscal quarter ended September 30, 2025.
There were no sales of unregistered securities by the Company subsequent to the fiscal quarter ended September 30, 2025.
* * * * * *
We claim an exemption from registration for the issuance of the shares of common stock described above pursuant to Section 4(a)(2), Rule 506(b) and/or Regulation S of the Securities Act since the shares of common stock were issued to an “accredited investor”, a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing or a person who had access to similar information which would be available in a registration statement filed pursuant to the Securities Act. The securities are subject to transfer restrictions, and the securities 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.
Purchases of equity securities by the issuer and affiliated purchasers
The following table sets forth share repurchase activity for the respective periods:
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| Total Number |
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| Approximate |
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| of Shares |
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| Dollar Value of |
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| Purchased as |
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| Shares that |
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| Part of |
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| May Yet Be |
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| Publicly |
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| Purchased |
| ||||||
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| Total Number |
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| Average |
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| Announced |
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| Under the |
| ||||
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| of Shares |
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| Price Paid Per |
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| Plans or |
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| Plans or |
| ||||
Period |
| Purchased |
|
| Share |
|
| Programs(1) |
|
| Programs(1) |
| ||||
July 1 – July 31, 2025 |
|
| — |
|
| $ | — |
|
|
| — |
|
| $ | 4,998,329 |
|
August 1 – August 31, 2025 |
|
| — |
|
| $ | — |
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|
| — |
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| $ | 4,998,329 |
|
September 1 - September 30, 2025 |
|
| — |
|
| $ | — |
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|
| — |
|
| $ | 4,998,329 |
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Total |
|
| — |
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| $ | — |
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|
| — |
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|
(1) On July 15, 2024, the Board of Directors of the Company approved a share repurchase program for the purchase of up to $5.0 million of the currently outstanding shares of the Company’s common stock. The repurchase program expired on July 15, 2025. Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable laws and regulations. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
(a) Form 8-K Information. The information and disclosures which are set forth above under “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”-“Recent sales of unregistered securities”, are incorporated by reference into this “Item 5. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.
(c) Rule 10b5-1 Trading Plans.
Our
On August 20, 2025, Luxor Capital, LLC (which is wholly-owned by Anthony Brian Goodman, our Chief Executive Officer and Director) entered into a Rule 10b5-1 trading plan (the “August 2025 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Pursuant to the August 2025 10b5-1 Plan, Luxor Capital, LLC may sell up to 4,160,000 shares of the Company’s common stock, with potential sales commencing on November 24, 2025 and continuing through November 24, 2026, or until all shares subject to the August 2025 10b5-1 Plan have been sold or the August 2025 10b5-1 Plan has been otherwise terminated in accordance with its terms.
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Item 6. Exhibits
Exhibit Number |
|
Description of Exhibit
|
| Filed/ Furnished Herewith |
| Form |
| Exhibit |
| Filing Date/Period End Date |
| File Number |
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 |
|
|
| 8-K |
| 2.2 |
| 6/30/2023 |
| 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 |
|
|
| 8-K |
| 2.2 |
| 9/28/2023 |
| 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 |
|
|
| 8-K |
| 2.3 |
| 1/24/2024 |
| 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 |
|
|
| 8-K |
| 2.4 |
| 4/9/2024 |
| 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 |
|
|
| 8-K |
| 2.5 |
| 6/21/2024 |
| 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 |
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|
| 8-K |
| 2.6 |
| 10/2/2024 |
| 001-41326 |
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 |
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|
| 8-K |
| 2.7 |
| 4/14/2025 |
| 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 |
|
|
| 8-K |
| 2.8 |
| 8/27/2025 |
| 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 |
|
|
| 8-K |
| 2.9 |
| 9/12/2025 |
| 001-41326 |
| 60 |
| Table of Contents |
2.10# |
| Share Exchange Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc., Classics Holdings Co. Pty Ltd. and the Shareholders of Classics Holdings Co. Pty Ltd. |
|
|
| 8-K |
| 2.1 |
| 8/20/2024 |
| 001-41326 |
10.1 |
| Post-Closing Cash Consideration Conversion Agreement dated August 21, 2025, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović, Zoran Milošević and Snežana Božović |
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|
| 8-K |
| 10.1 |
| 8/27/2025 |
| 001-41326 |
10.2 |
| 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 |
|
|
| 8-K |
| 10.1 |
| 9/12/2025 |
| 001-41326 |
31.1* |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
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31.2* |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
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32.1** |
| Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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32.2** |
| Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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101.INS* |
| Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104* |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set |
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* Filed herewith.
** Furnished 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.
≠ Indicates management contract or compensatory plan or arrangement.
£ 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.
| 61 |
| Table of Contents |
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 thereunto duly authorized.
GOLDEN MATRIX GROUP, INC. |
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Dated: October 30, 2025 | /s/ Anthony Brian Goodman |
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Anthony Brian Goodman |
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Its: President and Chief Executive Officer (Principal Executive Officer) |
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Dated: October 30, 2025 | /s/ Rich Christensen |
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Rich Christensen |
| ||
Its: Chief Financial Officer (Principal Accounting/Financial Officer) |
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| 62 |
FAQ
How did GMGI (NASDAQ: GMGI) perform in Q3 2025?
What were GMGI’s year-to-date results through September 30, 2025?
What liquidity and balance sheet figures did GMGI report?
What were GMGI’s cash flows for the nine months ended September 30, 2025?
How did acquisitions contribute to GMGI’s results?
How many GMGI shares were outstanding?
What accounting treatment followed the MeridianBet acquisition?
