Form 4: Golden Matrix Director Converts Debt to Equity

Golden Matrix Group director Aleksandar Milovanovic converted $200,000 in cash consideration into 155,038 shares of common stock at $1.29 per share.

Summary

• Aleksandar Milovanovic, a director and 10% owner of Golden Matrix Group, Inc. (GMGI), acquired 155,038 shares of common stock.
• The transaction is scheduled to occur on August 21, 2025, at a conversion price of $1.29 per share.
• This acquisition results from the conversion of $200,000 in 18-Month Non-Contingent Post-Closing Cash Consideration owed to Milovanovic by the Issuer.
• The conversion was executed under a Post-Closing Cash Consideration Conversion Agreement dated August 21, 2025, related to an Amended and Restated Sale and Purchase Agreement from June 27, 2023.
• Following this transaction, Milovanovic will beneficially own 84,863,701 shares of GMGI common stock, excluding shares held by a voting group.
• Milovanovic is part of a 'group' for Section 13(d) purposes, formed by an Amended and Restated Nominating and Voting Agreement dated January 29, 2025, which collectively owns over 10% of outstanding shares.

Sentiment

Score: 6

Explanation: The conversion of a cash obligation into equity is generally positive for the company's balance sheet by reducing future cash outflows. However, the future transaction date and the conversion price being potentially below market could introduce minor concerns.

Positives

• The conversion of $200,000 in cash consideration into equity reduces the company's future cash outflow obligations, strengthening its balance sheet.
• The director's decision to convert cash consideration into shares demonstrates continued alignment of interests with shareholders.

Negatives

• The conversion price of $1.29 per share may be below the current market price, potentially leading to minor dilution for existing shareholders if the market price is higher.
• The transaction date of August 21, 2025, is in the future, which is unusual for a Form 4 filed on August 26, 2025, and could indicate a pre-planned transaction or a clerical error in the filing date.

Risks

• The reporting person is part of a 'group' for Section 13(d) purposes, which collectively owns more than 10% of the outstanding shares, potentially concentrating voting power.
• The reporting person disclaims beneficial ownership of securities owned by other signatories to the Voting Agreement, which could lead to complexities in determining ultimate control or influence.

Future Outlook

The transaction is scheduled to occur on August 21, 2025, indicating a pre-planned conversion of a future cash obligation into equity.

Management Comments

• "The Reporting Person disclaims beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Person and any other person or persons constitute a 'group' for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder."
• "In addition, the Reporting Person does not have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons)."

Industry Context

NA

Corporate Governance

Related Party Transactions

• Conversion of $200,000 of 18 Month Non-Contingent Post-Closing Cash Consideration owed to Aleksandar Milovanovic (a director and 10% owner) into 155,038 shares of common stock.

Stakeholder Impact

• Shareholders: Potential for minor dilution if the conversion price is below the current market price; increased alignment of a key insider's interests with shareholders through equity ownership; potential concentration of voting power due to the voting group.
• Creditors: Reduction in future cash obligations for the company, potentially improving liquidity and creditworthiness.

Next Steps

• The conversion of $200,000 in cash consideration into 155,038 shares of common stock is scheduled for August 21, 2025.

Key Dates

Recommendation

This Form 4 details a pre-planned conversion of a cash obligation into equity by a director. While the conversion reduces future cash outflows for the company and aligns insider interests, it does not present new information that would drastically alter the investment thesis. The future transaction date and the conversion price are noted, but without further context on the company's current valuation or strategic direction, a 'hold' stance is appropriate as this is a largely administrative transaction.

Keywords

GMGI, Golden Matrix Group, insider transaction, Form 4, equity conversion, director ownership, 10% owner, beneficial ownership, voting agreement, debt to equity