SCHEDULE 13D/A: Golden Matrix Group Insiders Consolidate Control, Convert Debt to Equity in Strategic Governance Shift
Sentiment:
Beneficial Ownership Update
Golden Matrix Group's key shareholders, including MeridianBet Group executives, have significantly increased their beneficial ownership through debt-to-equity conversions and open market purchases, while restructuring board governance.
Delay expectedA portion of the Contingent Cash Consideration ($2,625,000 due to Milovanovic) was deferred until at least November 9, 2024, from its original due date within five business days of October 9, 2024.A significant portion of the Non-Contingent Post-Closing Cash Consideration, originally due 12 months after the closing date, was converted into common stock, effectively delaying cash payment indefinitely for those portions.Remaining unpaid Non-Contingent Post-Closing Cash Consideration ($150,000 to Milosevic and $100,000 to Bozovic) is now due on or before October 9, 2025, which is a specific future date for a previously unspecified "12 months after closing date" payment.
Capital raiseThe conversion of $501,591 of a Deferred Cash Convertible Promissory Note into 250,796 shares of common stock for Aleksandar Milovanovic.The conversion of $1,165,358 of Remaining Contingent Cash into 647,422 shares of common stock for Aleksandar Milovanovic.The conversion of $9,445,460 of Non-Contingent Post-Closing Cash Consideration into 4,843,826 shares of common stock for Aleksandar Milovanovic.The conversion of $100,000 of Non-Contingent Post-Closing Cash Consideration into 50,000 shares of common stock for Zoran Milosevic.The conversion of $25,000 of Non-Contingent Post-Closing Cash Consideration into 12,500 shares of common stock for Snezana Bozovic.These debt-to-equity conversions effectively reduce the company's liabilities and increase its equity base, functioning as a form of capital raise by avoiding cash outflows.
Summary
- This Amendment No. 4 to Schedule 13D details significant changes in beneficial ownership and corporate governance for Golden Matrix Group, Inc.
- The Reporting Persons, Aleksandar Milovanovic, Zoran Milosevic, and Snezana Bozovic, now collectively beneficially own 105,790,540 total voting shares, representing 68.9% of the Issuer's total voting shares as of May 30, 2025.
- Aleksandar Milovanovic's beneficial ownership stands at 84,709,513 common shares (61.1% of common stock), or 91,083,663 voting shares (59.3% of total voting shares) including Series C Preferred Stock voting rights.
- Zoran Milosevic beneficially owns 9,057,764 common shares (6.5% of common stock), or 9,807,664 voting shares (6.4% of total voting shares) including Series C Preferred Stock voting rights.
- Snezana Bozovic beneficially owns 4,542,263 common shares (3.3% of common stock), or 4,899,213 voting shares (3.2% of total voting shares) including Series C Preferred Stock voting rights.
- A substantial portion of the increased ownership stems from the conversion of deferred cash consideration and promissory notes into common stock, including $1,165,358 of Remaining Contingent Cash and $9,445,460 of Non-Contingent Post-Closing Cash Consideration converted by Milovanovic.
- Milosevic and Bozovic also converted $100,000 and $25,000, respectively, of Non-Contingent Post-Closing Cash Consideration into common stock.
- The company granted performance-based Restricted Stock Units (RSUs) to Zoran Milosevic (300,000 RSUs) and Snezana Bozovic (75,000 RSUs), vesting based on 2025 Revenue and AEBITDA targets (110% and 120% of 2024 figures).
- An Amended and Restated Nominating and Voting Agreement (A&R Voting Agreement) was entered into, restructuring the Board of Directors to consist of up to five members (two appointed by Sellers, three by the Nominating and Corporate Governance Committee) and obligating Sellers to vote for Committee nominees until April 9, 2026.
- The previous group members, Anthony Brian Goodman and Luxor Capital, LLC, are no longer part of the reporting group.
Sentiment
Score: 7
Explanation: The filing indicates a strong consolidation of control by key insiders, particularly those from the acquired MeridianBet Group, through significant debt-to-equity conversions. This reduces the company's cash obligations and aligns insider interests with long-term equity performance. The establishment of clear governance structures and performance-based incentives for management are positive. However, the dilution from these conversions and the potential for future changes in investment intent by large shareholders introduce some caution.
Positives
- Significant portion of deferred cash consideration and promissory notes converted into common stock, reducing the company's cash obligations and strengthening its balance sheet.
- The conversion of debt to equity demonstrates confidence from key shareholders (the Sellers) in the company's long-term prospects.
- The A&R Voting Agreement provides a clear framework for corporate governance and board composition, potentially enhancing stability.
- Performance-based RSU grants align management incentives (CEO and Co-COO of MeridianBet Group) with company growth targets (Revenue and AEBITDA).
- The Reporting Persons, who are key figures from the acquired MeridianBet Group, have consolidated a significant majority voting stake, indicating strong control and commitment to the integration and future of the combined entity.
Negatives
- The conversion of debt into common stock results in dilution for existing shareholders not participating in the conversions.
- The conversion prices for some debt-to-equity transactions ($1.80, $1.95, $2.00 per share) might be lower than the market price at the time of filing, potentially indicating a discount for debt holders.
Risks
- The Reporting Persons retain the right to change their investment intent, potentially acquiring additional shares or disposing of their holdings, which could impact share price stability.
- The performance-based RSUs are contingent on achieving specific Revenue and AEBITDA targets for the year ended December 31, 2025; failure to meet these targets could impact management compensation and morale.
- The A&R Voting Agreement outlines specific voting obligations for the Sellers, but also includes exceptions, which could lead to future governance disputes if interpretations differ.
Future Outlook
The company has set performance-based RSU targets for key executives (Zoran Milosevic and Snezana Bozovic) tied to achieving 110% and 120% of 2024 Revenue and AEBITDA for the year ended December 31, 2025. This indicates a focus on continued growth and profitability for the combined entity. The A&R Voting Agreement also outlines a governance structure that will be in place until at least April 9, 2026, providing a clear framework for board composition and voting.
Management Comments
- "The Reporting Persons acquired the securities for investment purposes."
- "The Reporting Persons intend to participate in the management of the Issuer through representation of Ms. Bozovic on the Board of the Issuer."
- "Ms. Bozovic, in her capacity as a member of the Board, may from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains her right to modify her plans with respect to the transactions described in this Item 4 and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations."
Industry Context
This filing reflects the ongoing integration and strategic alignment following Golden Matrix Group's acquisition of MeridianBet Group, a significant player in the online gaming and betting industry. The conversion of acquisition-related debt into equity is a common strategy in M&A to conserve cash and align the interests of the acquired entity's former owners with the acquiring company's long-term success. The consolidation of voting power by the MeridianBet Group's former owners and current executives within Golden Matrix Group suggests a strong commitment to leveraging the acquired assets and expertise in the competitive online gaming market.
Comparison to Industry Standards
- NA. This Schedule 13D filing primarily concerns changes in beneficial ownership and corporate governance structure, not operational or financial performance metrics that would allow for direct comparison to industry-specific benchmarks or competitor results. The RSU targets for Revenue and AEBITDA are internal goals and not presented in a context that allows for external comparison without the 2024 baseline figures.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board Member | Weiting (Cathy) Feng | NA | NA | Resignation, leading to a reduction in the maximum board size. |
| Board Member | NA | Snezana Bozovic | 2025-03-25 | Appointment as part of the ongoing integration and governance structure post-MeridianBet acquisition. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amended and Restated Nominating and Voting Agreement | The A&R Voting Agreement, effective January 29, 2025, amends the prior agreement from April 9, 2024. It outlines a Board of Directors structure of up to six members, revised to up to five members following a resignation. Two directors are appointed by the Sellers (holders of Series C Preferred Stock), and three by the Company's Nominating and Corporate Governance Committee. | 2025-01-29 | Consolidates control and influence of the Sellers (MeridianBet Group's former owners/executives) over board composition and voting, ensuring their strategic vision is represented. It also formalizes the Nominating and Corporate Governance Committee's role in director selection and includes provisions for independent directors. |
| Termination of previous "group" members | Anthony Brian Goodman and Luxor Capital, LLC are no longer considered members of the "group" with the Reporting Persons under Section 13(d)(3) of the Exchange Act. | 2025-01-29 | Simplifies the reporting group and clarifies the primary controlling shareholders, potentially reducing complexity in governance discussions. |
Related Party Transactions
- Conversion of Deferred Cash Convertible Promissory Note held by Aleksandar Milovanovic into common stock.
- Conversion of Remaining Contingent Cash owed to Aleksandar Milovanovic into common stock.
- Conversion of Non-Contingent Post-Closing Cash Consideration owed to Aleksandar Milovanovic, Zoran Milosevic, and Snezana Bozovic into common stock.
- Grant of Restricted Stock Units to Zoran Milosevic (CEO of MeridianBet Group) and Snezana Bozovic (Co-COO of MeridianBet Group and Board Member of Issuer).
- Employment Agreements with Zoran Milosevic and Snezana Bozovic.
- The A&R Voting Agreement involves the Issuer and the Reporting Persons, who are significant shareholders and executives.
Stakeholder Impact
- Shareholders: Existing shareholders face dilution due to the issuance of new common stock from debt and cash consideration conversions. However, the reduction in cash obligations and alignment of major shareholders' interests could be seen as positive for long-term value. The concentration of voting power with the Reporting Persons (68.9% of total voting shares) means minority shareholders will have limited influence on corporate decisions.
- Employees: Key executives (Milosevic, Bozovic) are incentivized through performance-based RSUs, aligning their compensation with company growth.
- Creditors: The conversion of significant debt and deferred cash obligations into equity reduces the company's liabilities and improves its balance sheet, which is favorable for remaining creditors.
Next Steps
- Determination of RSU vesting based on audited financial statements for the year ended December 31, 2025, specifically regarding Revenue and AEBITDA targets.
- Payment of remaining unpaid Non-Contingent Post-Closing Cash Consideration to Zoran Milosevic ($150,000) and Snezana Bozovic ($100,000) on or before October 9, 2025.
- The A&R Voting Agreement remains in effect until at least April 9, 2026, governing board nominations and voting.
Key Dates
| Date | Description |
|---|---|
| 2023-06-27 | Original Amended and Restated Sale and Purchase Agreement of Share Capital for MeridianBet Group. |
| 2023-09-22 | First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital. |
| 2024-01-22 | Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital. |
| 2024-04-04 | Certificate of Designation of Series C Preferred Stock filed with Secretary of State of Nevada. |
| 2024-04-08 | Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital. |
| 2024-04-09 | Original Nominating and Voting Agreement entered into between parties. |
| 2024-04-11 | Original Schedule 13D filed with the SEC. |
| 2024-06-17 | Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital. |
| 2024-06-17 | Debt Conversion Agreement between Golden Matrix Group, Inc. and Aleksandar Milovanovic. |
| 2024-06-17 | Deferred Compensation Convertible Promissory Note in the amount of $3,000,000 issued to Aleksandar Milovanovic. |
| 2024-06-18 | Employment Agreement between Meridian Tech Drustvo Sa Ogranicenom Odgovornoscu Beograd and Zoran Milosevic. |
| 2024-06-18 | Employment Agreement between Meridian Tech Drustvo Sa Ogranicenom Odgovornoscu Beograd and Snezana Bozovic. |
| 2024-08-28 | Amendment No. 1 to Schedule 13D filed. |
| 2024-10-01 | Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital. |
| 2024-10-01 | Debt Conversion Agreement between Golden Matrix Group, Inc. and Aleksandar Milovanovic, Zoran Milosevic and Snezana Bozovic. |
| 2024-10-03 | Amendment No. 2 to Schedule 13D filed. |
| 2024-10-09 | Original due date for $5,000,000 Contingent Cash Consideration and 5,000,000 restricted shares of common stock. |
| 2024-10-31 | Start date of Aleksandar Milovanovic's open market purchases of common stock. |
| 2024-11-05 | Company repaid $203,576 of Deferred Cash Convertible Promissory Note held by Aleksandar Milovanovic. |
| 2024-11-09 | Snezana Bozovic vested 9,375 restricted stock units and was issued 9,375 shares of common stock. |
| 2024-11-09 | Deferred payment of $2,625,000 Contingent Cash Consideration due to Milovanovic became payable upon written demand. |
| 2025-01-12 | Board of Directors approved grant of 300,000 RSUs to Zoran Milosevic and 75,000 RSUs to Snezana Bozovic. |
| 2025-01-13 | Aleksandar Milovanovic agreed to convert $501,591 of Deferred Cash Convertible Promissory Note into 250,796 common shares. |
| 2025-01-22 | Amendment No. 3 to Schedule 13D filed. |
| 2025-01-29 | Issuer, Mr. Anthony Brian Goodman, Luxor Capital, LLC, Aleksandar Milovanovic, Zoran Milosevic and Snezana Bozovic entered into an Amended and Restated Nominating and Voting Agreement (A&R Voting Agreement). |
| 2025-02-18 | Debt Conversion Agreement between Golden Matrix Group, Inc. and Aleksandar Milovanovic. |
| 2025-02-23 | Company and Milovanovic entered into the February 2025 Debt Conversion Agreement to convert Remaining Contingent Cash into 647,422 shares. |
| 2025-03-25 | Snezana Bozovic appointed as a member of the Board of Directors of the Company. |
| 2025-04-09 | Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital entered into. |
| 2025-04-09 | First Post-Closing Cash Consideration Conversion Agreement with Milovanovic and Second Post-Closing Cash Consideration Conversion Agreement with Milosevic and Bozovic entered into. |
| 2025-05-06 | End date of Aleksandar Milovanovic's open market purchases of common stock. |
| 2025-05-09 | Snezana Bozovic vested 9,375 restricted stock units and was issued 9,375 shares of common stock. |
| 2025-05-30 | Date for which total common shares outstanding (138,591,616) and total voting shares (153,591,616) were confirmed by Issuer's Transfer Agent. |
| 2025-06-02 | Signature date of the Schedule 13D Amendment No. 4. |
| 2025-10-09 | Remaining unpaid Non-Contingent Post-Closing Cash Consideration ($150,000 to Milosevic, $100,000 to Bozovic) due and payable. |
| 2025-12-31 | End of performance period for RSU vesting targets. |
| 2026-04-09 | Earlier of termination date for Sellers' obligation to vote for Committee nominees under A&R Voting Agreement. |
Recommendation
holdKeywords
Golden Matrix Group, SEC Filing, Schedule 13D, Beneficial Ownership, Corporate Governance, Debt Conversion, Equity Conversion, MeridianBet Group, Voting Agreement, Restricted Stock Units, Shareholder Control, Financial Reporting, Gaming Industry, Online Betting
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