DEF 14A: Golden Matrix Group Sets 2025 Annual Meeting Agenda
Sentiment:
Proxy Statement
Golden Matrix Group, Inc. announces its 2025 Annual Meeting of Stockholders to be held virtually on November 6, 2025, to vote on director elections, executive compensation, and auditor ratification.
Capital raiseThe company has engaged in multiple debt conversion agreements with the Meridian Sellers, effectively converting deferred cash consideration and promissory notes into common stock, thereby reducing cash outflows and increasing equity.The June 2024 Debt Conversion Agreement converted $4,000,000 of Deferred Cash Consideration into 1,333,333 shares of restricted common stock.The Deferred Cash Convertible Promissory Note, initially with a principal balance of $3,000,000, was convertible into common stock. $2,000,000 was converted into 1,000,000 shares in September 2024, and the remaining $501,591 was converted into 250,796 shares in January 2025.The October 2024 Debt Conversion Agreement converted $2,125,000 of Contingent Cash Consideration into 1,054,348 shares of common stock for the Meridian Sellers.The February 2025 Debt Conversion Agreement converted $1,165,358 of Remaining Contingent Cash into 647,422 shares of common stock for Aleksandar Milovanovi.The April 2025 Post-Closing Cash Consideration Conversion Agreements converted $9,445,460 of 12 Month Non-Contingent Post-Closing Cash Consideration into 4,843,826 shares for Milovanovi, $100,000 for Zoran Miloevi into 50,000 shares, and $25,000 for Sneana Boovi into 12,500 shares.The August 2025 Post-Closing Cash Consideration Conversion Agreement converted $200,000 of 18 Month Non-Contingent Post-Closing Cash Consideration into 115,038 shares for Milovanovi, $30,000 of 12 Month Non-Contingent Post-Closing Cash Consideration into 22,556 shares for Miloevi, and $30,000 for Boovi into 22,556 shares.The Second August 2025 Conversion Agreement converted $500,000 of 18 Month Non-Contingent Post-Closing Cash Consideration for Milovanovi into common stock across several dates in August/September 2025.
Worse than expectedNet income shifted from a positive $13,894,886 in fiscal year 2023 to a net loss of $(1,409,849) in fiscal year 2024.Compensation 'actually paid' to the Principal Executive Officer (PEO) was negative $(155,764) in 2024, indicating a significant reduction in the value of equity awards compared to previous years.Total Shareholder Return (TSR) for a $100 investment declined from $39.56 in 2022 to $30.84 in 2024, indicating a decrease in shareholder value.
Summary
- The 2025 Annual Meeting of Stockholders will be held virtually on Thursday, November 6, 2025, at 4:00 P.M. Eastern Standard Time.
- Stockholders will vote on the election of five directors, an advisory resolution on executive compensation, and the ratification of M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The record date for stockholders entitled to vote at the Annual Meeting is September 15, 2025, with a total of 155,325,578 voting shares eligible.
- The company completed the acquisition of 100% of MeridianBet Group on April 9, 2024, which was accounted for as a reverse merger.
- The company's fiscal year end was changed from October 31st to December 31st, effective April 5, 2024, to align with MeridianBet Group.
- Net income (loss) for fiscal year 2024 was $(1,409,849), compared to a net income of $13,894,886 in 2023 and a net loss of $(250,038) in 2022.
- Compensation 'actually paid' to the Principal Executive Officer (PEO) in 2024 was $(155,764), while the average for non-PEO Named Executive Officers (NEOs) was $266,611.
- The value of an initial $100 investment based on Total Shareholder Return (TSR) declined from $39.56 in 2022 to $30.84 in 2024.
- Audit fees billed by M&K CPAS, PLLC for the twelve months ended December 31, 2024, totaled $257,425, with an additional $22,200 for audit-related fees.
- Related party accounts receivable increased to $666,545 as of December 31, 2024, from $399,580 as of December 31, 2023.
- Dividends paid to the Meridian Sellers totaled $769,534 in 2024 and $1,798,959 in 2023 (prior to the acquisition closing).
- Restricted Stock Units (RSUs) granted to key executives and directors in May 2024 vested subsequent to December 31, 2024, upon meeting 2024 revenue and Adjusted EBITDA targets.
- New RSU and contingent cash bonus grants were approved on January 12, 2025, for officers and independent directors, with vesting tied to 2025 revenue and Adjusted EBITDA targets.
Sentiment
Score: 4
Explanation: The filing presents a mixed outlook. While the company completed a significant acquisition and demonstrated strong corporate governance practices, the financial performance for 2024 shows a net loss and a negative 'compensation actually paid' for the PEO, alongside a declining TSR. The extensive use of debt-to-equity conversions for acquisition payments, while avoiding immediate cash outflow, also indicates potential liquidity management challenges or a preference for equity financing, which can dilute existing shareholders. The positive is the successful integration of MeridianBet and the meeting of 2024 performance targets for RSU vesting, but the overall financial picture for 2024 is concerning.
Positives
- Successfully completed the acquisition of 100% of MeridianBet Group, expanding the company's market share in Europe, Africa, and Latin America.
- Met 2024 revenue and Adjusted EBITDA targets, leading to the vesting of Restricted Stock Units for executives and directors.
- The Board of Directors and its committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors, exceeding Nasdaq requirements for controlled companies.
- Adopted a robust Clawback Policy for erroneously awarded incentive-based compensation, aligning with SEC and Nasdaq rules to enhance accountability.
- Implemented comprehensive corporate governance measures, including a Code of Business Conduct and Ethics and Insider Trading/Anti-Hedging Policies, to promote ethical conduct and compliance.
Negatives
- Reported a net loss of $(1,409,849) for fiscal year 2024, a significant decline from the $13,894,886 net income in 2023.
- Compensation 'actually paid' to the Principal Executive Officer (PEO) was negative $(155,764) in 2024, indicating a substantial reduction in equity award value.
- Total Shareholder Return (TSR) for a $100 investment decreased from $39.56 in 2022 to $30.84 in 2024.
- Related party accounts receivable increased from $399,580 in 2023 to $666,545 in 2024, and remained high at $556,789 as of June 30, 2025.
- Several directors and officers, including the CEO and COO, failed to timely report Section 16(a) transactions, indicating potential compliance lapses.
- The company's executive compensation program does not explicitly align performance measures with net income (loss) or cumulative TSR, which may not fully incentivize these key financial outcomes.
Risks
- Forward-looking statements involve inherent uncertainty and risk, and actual results could differ materially from projections.
- Business results are subject to various risks, including those detailed in the company's periodic reports on Form 10-K and Form 10-Q.
- Potential conflicts of interest may arise due to the CEO and COO's involvement with other technology companies, although these are discussed at Board meetings.
- Failure to meet future revenue and Adjusted EBITDA targets could impact executive compensation and RSU vesting.
- The company's day-to-day operations of MeridianBet Group are dependent on key executives like Zoran Miloevi, and the Day-to-Day Management Agreement has a finite term.
- Significant severance payments may be triggered upon executive termination or a change of control, potentially impacting company finances.
- Fluctuations in the common stock price can affect the value of equity-settled compensation and debt conversions, potentially leading to further dilution or increased costs.
Future Outlook
The company anticipates granting stock options to employees or executives. Future executive compensation and RSU vesting for 2025 are contingent on meeting specific revenue and Adjusted EBITDA targets, set at 1.1x and 1.2x the 2024 figures. The next stockholder advisory vote on executive compensation and its frequency will occur at the 2028 annual meeting.
Management Comments
- "Our Board encourages your participation in the Company's electoral process and, to that end, solicits your proxy with respect to the matters described in the Proxy Statement. Your vote and participation in our governance is very important to us." William Scott, Chairman.
- "We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation actually paid (as computed in accordance with the Pay Versus Performance Rules) for a particular year."
Industry Context
The company's acquisition of MeridianBet Group signifies a strategic focus on expanding its presence in the international gaming and betting industry, particularly in Europe, Africa, and Latin America. This move positions Golden Matrix Group to capitalize on growth opportunities in these regions. The company's involvement with Elray Resources Inc. and its blockchain online gaming operations also indicates an interest in leveraging emerging technologies within the broader gaming sector.
Comparison to Industry Standards
- As a 'controlled company' under Nasdaq Marketplace Rules, Golden Matrix Group is not required to have a majority independent board or independent compensation/nominating functions. However, it has voluntarily opted to meet these stricter requirements for smaller reporting companies, demonstrating a commitment to higher corporate governance standards than legally mandated.
- The company's executive compensation program does not explicitly align with net income (loss) or cumulative Total Shareholder Return (TSR), which may differ from best practices in some industry segments that emphasize a direct correlation between executive pay and these specific financial performance metrics.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer (Principal Financial/Accounting Officer) | Omar Jimenez | Weiting Cathy Feng | September 9, 2024 | Omar Jimenez resigned. |
| Chief Financial Officer (Principal Financial/Accounting Officer) | Weiting Cathy Feng | Richard Christensen | March 25, 2025 | Weiting Cathy Feng stepped down from the role. |
| Director | Philip D. Moyes | N/A | April 5, 2024 | Resigned as a required condition to the closing of the Meridian Purchase Agreement. |
| Director | N/A | William Scott | April 9, 2024 | Appointed as a Series C Preferred Director. |
| Chairman of the Board | Anthony Brian Goodman | William Scott | April 2024 | William Scott was appointed Chairman of the Board. |
| Director | N/A | Sneana Boovi | January 2025 | Appointed as a Series C Preferred Director. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Leadership Structure | The company maintains a separated Board leadership structure with William Scott as Chairman of the Board and Anthony Brian Goodman as Chief Executive Officer, which the Board believes effectively allocates authority and oversight. | April 2024 | This structure is intended to enhance oversight of management and promote clear communication between management and the Board, contributing to effective governance. |
| Committee Composition | All three standing committees (Audit, Compensation, and Nominating and Corporate Governance) are composed solely of independent directors, exceeding Nasdaq requirements for controlled companies. | Ongoing | This commitment to independent committee composition strengthens independent oversight, enhances accountability, and aligns with best practices in corporate governance, particularly for a company with a controlling shareholder. |
| Clawback Policy | Adopted a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (Clawback Policy) to comply with SEC Rule 10D-1 and Nasdaq Listing Rule 5608. | October 2, 2023 | This policy mandates the recovery of erroneously awarded incentive-based compensation from current and former executive officers in the event of an accounting restatement, enhancing accountability and aligning executive incentives with accurate financial reporting. |
| Insider Trading/Anti-Hedging Policies | Adopted an insider trading policy that prohibits transactions in derivative securities (e.g., puts, calls, short sales) and discourages other hedging transactions, requiring trading in designated windows or via Rule 10b5-1 plans. | N/A (policy adopted) | Aims to prevent insider trading, ensure compliance with securities laws, align the interests of company insiders with shareholders, and mitigate excessive risk-taking. |
| Indemnification Agreements | Entered into indemnification agreements with all directors and executive officers to indemnify them to the fullest extent permitted by law against expenses from claims related to their service. | February 24, 2025 | Provides protection to directors and officers, which can aid in attracting and retaining qualified individuals, but also transfers some financial risk associated with legal claims to the company. |
| Related Party Transaction Review Policy | The Audit Committee is tasked with reviewing and approving all related party transactions, considering factors such as fairness, materiality, and compliance with applicable laws and policies. | N/A (policy in place) | Ensures that related party transactions are conducted at arm's length and are beneficial to the company, thereby mitigating potential conflicts of interest and protecting shareholder value. |
Legal Proceedings
- On September 30, 2016, the SEC instituted a cease-and-desist proceeding against Elray Resources, Inc. (where Anthony Brian Goodman and Weiting Cathy Feng serve as officers/directors) for unregistered stock offerings and failure to file Form 8-K reports. Elray paid civil penalties of $50,000. This proceeding did not directly implicate Mr. Goodman or Ms. Feng.
Related Party Transactions
- Acquisition of 100% of MeridianBet Group from Meridian Sellers (Aleksandar Milovanovi, Zoran Miloevi, Sneana Boovi) on April 9, 2024, involving cash, common stock, Series C Preferred Stock, and promissory notes.
- Accounts receivable from related parties including Top Level doo Serbia, MG Canary, Ino Network, Articulate Pty Ltd., and Elray Resources Inc., totaling $666,545 as of December 31, 2024, and $556,789 as of June 30, 2025.
- Dividends paid to Meridian Sellers totaling $769,534 in 2024 and $1,798,959 in 2023 (prior to the acquisition closing).
- Employment agreements with Zoran Miloevi (CEO of MeridianBet Group) and Sneana Boovi (COO of Meridian Serbia, Director), who are also Meridian Sellers.
- Employment agreements with Anthony Brian Goodman (CEO) and Weiting Cathy Feng (COO), who have interests in other technology companies (Elray Resources, Articulate Pty Ltd).
- Employment agreement with Brett Goodman (VP of Business Development), who is the son of CEO Anthony Brian Goodman.
- License Agreement with Articulate Pty Ltd (50% owned by CEO Anthony Brian Goodman and his wife Marla Goodman), which was mutually terminated on January 1, 2025. Revenues from Articulate were $192,807 in 2024 and $579,325 in 2023.
- Software License Agreement with Elray Resources Inc. (where CEO Anthony Brian Goodman and COO Weiting Cathy Feng are officers/directors). Revenues from Elray were $36,205 in 2024 and $13,907 in the first six months of 2025.
- Nominating and Voting Agreement with Anthony Brian Goodman, Luxor Capital LLC (controlled by Mr. Goodman), and the Meridian Sellers, governing board nominations and voting.
- Day-to-Day Management Agreement with Zoran Miloevi, which prohibits the company or its executives from materially interfering in the day-to-day operations of the MeridianBet Group for a finite period.
- Multiple debt conversion agreements with Meridian Sellers (Milovanovi, Miloevi, Boovi) converting deferred cash consideration and promissory notes into common stock.
- Indemnification agreements entered into with all directors and executive officers.
Stakeholder Impact
- Shareholders face potential dilution from the significant issuance of common stock for debt conversion and acquisition payments, as well as a decline in Total Shareholder Return (TSR).
- Employees, particularly executives, are impacted by compensation structures tied to performance targets and the potential for stock options and Restricted Stock Units (RSUs).
- Management benefits from employment agreements, severance packages, and indemnification agreements, while being subject to performance-based equity awards and clawback policies.
- The Meridian Sellers, as significant equity holders, retain board representation rights and are involved in ongoing debt conversion agreements, influencing company structure and financing.
- M&K CPAS, PLLC, as the independent auditor, is subject to ratification by stockholders, impacting their ongoing engagement with the company.
- Customers and suppliers of MeridianBet Group are impacted by the continued management structure under Zoran Miloevi, aiming to ensure stable operations post-acquisition.
Next Steps
- Hold the 2025 Annual Meeting of Stockholders on November 6, 2025, for voting on director elections, executive compensation, and auditor ratification.
- File a Current Report on Form 8-K with the final voting results within four business days following the Annual Meeting.
- Monitor executive compensation and RSU vesting for 2025, which are contingent on meeting specific 2025 revenue and Adjusted EBITDA targets.
- Pay the remaining unpaid 12 Month and 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Meridian Sellers by October 9, 2025.
- Address the Deferred Cash Convertible Promissory Note, which is due on December 17, 2025.
- Manage the Promissory Notes, which mature on April 9, 2026.
- Prepare for the next stockholder advisory vote on executive compensation and its frequency, scheduled for the 2028 annual meeting.
Key Dates
| Date | Description |
|---|---|
| 1981 | Anthony Brian Goodman graduated from the University of Witwatersrand. |
| January 1, 1982 | Anthony Brian Goodman began serving as VP of marketing and sales at Allergan Pharmaceuticals in South Africa. |
| February 1, 1984 | Anthony Brian Goodman began owning and operating Daelite Pharmacy Group. |
| 1989 | Anthony Brian Goodman re-qualified as a Pharmacist in Australia. |
| January 1, 1990 | Anthony Brian Goodman founded Articulate Pty Ltd. |
| 1993 | Murray G. Smith graduated from the University of Washington. |
| 1995 | Thomas E. McChesney began serving as a Director of TrueBlue Inc. |
| 1997 | Zoran Miloevi became a member of the Parliament of the Republic of Serbia. |
| June 2000 | William Scott began serving as Finance Director of Coffee Republic plc London. |
| July 2002 | William Scott began serving as an advisor to ICW Holdings Limited London. |
| December 2003 | Sneana Boovi began serving as a betting shop manager/croupier at Meridian Serbia. |
| 2004 | Zoran Miloevi became a member of the Belgrade City Parliament. |
| July 2004 | William Scott began serving as Vice President of Corporate Strategy and Vice President Interactive, of GTECH (now IGT) London. |
| January 2006 | Sneana Boovi began serving as Financial Director at Meridian Serbia. |
| 2006 | Murray G. Smith began serving as CFO for Paulson Capital Corp. |
| March 2008 | Murray G. Smith founded MGS Consulting, LLC. |
| 2008 | Zoran Miloevi became the Chief Executive Officer of the MeridianBet Group. |
| September 2009 | Murray G. Smith began serving as CFO for Jewett-Cameron Trading Company, Ltd. |
| February 23, 2011 | Anthony Brian Goodman became Chief Executive Officer and director of Elray Resources, Inc. |
| 2012 | Zoran Miloevi became a Board Member of the Serbia National Lottery. |
| June 2013 | William Scott became a director of Warrenside Limited London. |
| January 2014 | Weiting Cathy Feng became Director of Etrader Enterprise Pty Ltd. |
| April 2015 | Weiting Cathy Feng joined the Board of Directors of Elray Resources Inc. |
| October 2015 | Anthony Brian Goodman became managing member of Luxor Capital LLC. |
| December 2015 | Sneana Boovi became General Director of Fair Champions Meridian Ltd. |
| February 2016 | Anthony Brian Goodman was appointed Chief Executive Officer and Chairman of the Board of Golden Matrix Group. |
| May 2016 | Sneana Boovi became General Director of Meridian Malta. |
| October 2016 | Murray G. Smith began serving as Divisional Chief Financial Officer and corporate controller of Craft Canning + Bottling, LLC. |
| January 3, 2018 | The 2018 Equity Incentive Plan became effective. |
| March 1, 2018 | The company entered into a License Agreement with Articulate Pty Ltd. |
| May 2018 | Sneana Boovi began serving as Chief Financial Officer at Meridian Serbia. |
| October 2018 | William Scott began serving on the Board of Directors of Playgon Games Inc. |
| February 2018 | Murray G. Smith began serving as Chief Financial Officer of Genesis Financial, Inc. |
| September 2019 | Anthony Brian Goodman became managing director of Global Technology Group Pty Ltd. |
| June 2020 | Murray G. Smith founded Complete Freedom Beverage, LLC d/b/a Cascadia Can Company. |
| August 13, 2020 | The Board of Directors adopted a Code of Business Conduct and Ethics. |
| August 27, 2020 | Audit Committee, Compensation Committee, and Nominating and Governance Committee Charters were filed. |
| October 26, 2020 | Anthony Brian Goodman and Weiting Cathy Feng entered into initial Employment Agreements. |
| April 2020 | Thomas E. McChesney was appointed Director. |
| August 2020 | Murray G. Smith was appointed Director. |
| April 2021 | Weiting Cathy Feng was appointed Chief Operating Officer. |
| April 22, 2021 | The company entered into a Consulting Agreement with Omar Jimenez. |
| January 1, 2022 | Omar Jimenez's salary was increased to $25,000 per month. |
| May 5, 2022 | The 2022 Equity Incentive Plan was adopted. |
| May 2022 | Sneana Boovi became Chief Operating Officer of Meridian Serbia. |
| September 1, 2022 | Brett Goodman's employment agreement became effective. |
| September 16, 2022 | Anthony Brian Goodman and Weiting Cathy Feng's employment agreements were amended and restated. |
| December 7, 2022 | The company entered into a Software License Agreement with Elray Resources Inc. |
| December 8, 2022 | Brett Goodman was granted 40,000 Restricted Stock Units (RSUs). |
| April 3, 2023 | Brett Goodman was granted 5,000 RSUs. |
| April 23, 2023 | Omar Jimenez's options expired unexercised. |
| September 1, 2023 | Anthony Brian Goodman's salary increased to $174,240, and Weiting Cathy Feng's salary increased to $145,200. |
| September 22, 2023 | The Board approved the Clawback Policy, effective October 2, 2023. |
| October 1, 2023 | Brett Goodman's salary increased to $7,000 per month. |
| October 20, 2023 | The 2023 Equity Incentive Plan was adopted. |
| March 19, 2024 | The 2023 Equity Incentive Plan was ratified by stockholders. |
| April 1, 2024 | The MeridianBet Group acquisition became effective for accounting purposes. Shares eligible for issuance under the 2023 Plan increased by 1,808,146. |
| April 4, 2024 | The Board approved the Series C Preferred Stock designation, which was filed with the Nevada Secretary of State. |
| April 5, 2024 | The Board approved a change in the fiscal year end to December 31st. Philip D. Moyes resigned as a director, and William Scott was appointed director and Chairman. |
| April 9, 2024 | The MeridianBet Group acquisition was consummated. The company issued 82,141,857 common shares and 1,000 Series C Preferred Stock to Meridian Sellers, paid $12 million cash, and issued $15 million in Promissory Notes. The Nominating and Voting Agreement and Day-to-Day Management Agreement were also entered into. |
| May 3, 2024 | The company paid Philip D. Moyes $1,591 in consulting fees as a termination payment. |
| May 9, 2024 | The company granted 250,000 RSUs to Zoran Miloevi, 125,000 RSUs to Sneana Boovi, and 50,000 RSUs to William Scott. Employee RSUs were granted to 67 Meridian employees. Unvested RSUs for Goodman, Feng, Smith, and McChesney were amended to vest based on December 31, 2024, targets. |
| May 17, 2024 | The company paid $11 million of the Deferred Cash Consideration to the Meridian Sellers. |
| June 1, 2024 | The monthly retainer payable to non-executive independent Board members increased from $5,000 to $7,500. |
| June 17, 2024 | The Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, the June 2024 Debt Conversion Agreement, and the Deferred Cash Convertible Promissory Note were entered into. |
| June 18, 2024 | Anthony Brian Goodman's annual salary increased to $396,000, and Weiting Cathy Feng's annual salary increased to $216,000. Employment Agreements with Zoran Miloevi and Sneana Boovi were also entered into. |
| July 1, 2024 | $97,419 of the Deferred Cash Convertible Promissory Note was repaid by the company. |
| July 31, 2024 | $96,910 of the Deferred Cash Convertible Promissory Note was repaid by the company. |
| August 1, 2024 | Brett Goodman's annual base salary increased to $108,000, and he was granted 10,000 RSUs. |
| August 22, 2024 | The second half of Brett Goodman's 50,000 options vested. |
| September 4, 2024 | $2,000,000 owed under the Deferred Cash Convertible Promissory Note was converted into 1,000,000 shares of common stock. |
| September 9, 2024 | Omar Jimenez resigned as Chief Financial Officer and Chief Compliance Officer. Weiting Cathy Feng was appointed Chief Financial Officer. |
| September 18, 2024 | The company paid Omar Jimenez $51,025 as a severance payment and reimbursement of business expenses. |
| September 23, 2024 | $100,504 of the Deferred Cash Convertible Promissory Note was repaid. |
| October 1, 2024 | The Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital and the October 2024 Debt Conversion Agreement were entered into. |
| October 7, 2024 | The company held an annual meeting of stockholders. |
| November 5, 2024 | $203,576 of the Deferred Cash Convertible Promissory Note was repaid. |
| December 31, 2024 | Fiscal year end for Golden Matrix Group, Inc. |
| January 1, 2025 | The License Agreement with Articulate Pty Ltd was mutually terminated. |
| January 12, 2025 | The Board approved new RSU and contingent cash bonus grants for officers and independent directors. |
| January 13, 2025 | The remaining $501,591 outstanding under the Deferred Cash Convertible Promissory Note was converted into 250,796 shares of common stock. |
| January 29, 2025 | The Amended and Restated Nominating and Voting Agreement was entered into. |
| February 18, 2025 | The February 2025 Debt Conversion Agreement was entered into. |
| February 22, 2025 | Brett Goodman's options expired. |
| February 23, 2025 | $1,165,358 of the Remaining Contingent Cash was converted into 647,422 shares of common stock. |
| February 24, 2025 | The company entered into indemnification agreements with each director and current executive officer. |
| March 1, 2025 | Richard Christensen's employment agreement became effective. |
| March 5, 2025 | Richard Christensen was appointed Chief Financial Officer. |
| March 7, 2025 | Richard Christensen was granted 75,000 RSUs and a $75,000 contingent cash bonus. |
| March 20, 2025 | Anthony Brian Goodman and Weiting Cathy Feng's employment agreements were further amended. |
| March 24, 2025 | RSUs issued to officers and directors, or amended, in May 2024, vested and were settled in shares of common stock. |
| March 25, 2025 | Richard Christensen's appointment as Chief Financial Officer became effective. Weiting Cathy Feng stepped down as Chief Financial Officer and Director. |
| April 1, 2025 | Shares eligible for issuance under the 2023 Plan increased by 3,632,000. |
| April 3, 2025 | The first half of Brett Goodman's 5,000 RSUs vested. |
| April 9, 2025 | The Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital and the April 2025 Post-Closing Cash Consideration Conversion Agreements were entered into. |
| August 21, 2025 | The Seventh Amendment to Amended and Restated Sale and Meridian Purchase Agreement of Share Capital and the August 2025 Post-Closing Cash Consideration Conversion Agreement were entered into. |
| August 29, 2025 | Effective date of the Eighth Amendment to Amended and Restated Sale and Meridian Purchase Agreement of Share Capital and the Second August 2025 Conversion Agreement. |
| September 5, 2025 | Anthony Brian Goodman's annual salary increased to $435,600, and Weiting Cathy Feng's annual salary increased to $237,600. |
| September 9, 2025 | $100,000 of 18 Month Non-Contingent Cash Consideration owed to Milovanovi was converted into 81,300 shares of common stock. |
| September 12, 2025 | $100,000 of 18 Month Non-Contingent Cash Consideration owed to Milovanovi was converted into 99,009 shares of common stock. |
| September 15, 2025 | Record Date for the 2025 Annual Meeting of Stockholders. |
| September 19, 2025 | $100,000 of 18 Month Non-Contingent Cash Consideration owed to Milovanovi was converted into 100,775 shares of common stock. |
| September 22, 2025 | Notice of Internet Availability of Proxy Materials was sent to stockholders. |
| September 26, 2025 | $100,000 of 18 Month Non-Contingent Cash Consideration owed to Milovanovi will be converted into shares of common stock. |
| October 9, 2025 | Remaining unpaid 12 Month and 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Meridian Sellers is due and payable. |
| November 6, 2025 | The 2025 Annual Meeting of Stockholders will be held. |
| December 17, 2025 | The Deferred Cash Convertible Promissory Note is due and payable. |
| April 9, 2026 | The Promissory Notes mature. The initial term of the Day-to-Day Management Agreement ends. |
| May 25, 2026 | Latest date for stockholder proposals for the 2026 annual meeting under Rule 14a-8. |
| August 8, 2026 | Earliest date for other stockholder proposals for the 2026 annual meeting under company bylaws. |
| September 7, 2026 | Latest date for other stockholder proposals for the 2026 annual meeting under company bylaws and for Rule 14a-19 proxy solicitations. |
| August 20, 2027 | Anthony Brian Goodman's employment agreement term ends. |
| 2028 | The next stockholder advisory vote on executive compensation and its frequency will occur. |
| May 5, 2032 | The 2022 Equity Incentive Plan automatically terminates. |
| October 20, 2033 | The 2023 Equity Incentive Plan automatically terminates. |
Recommendation
holdThe company has undergone a transformative acquisition of MeridianBet Group, which is a positive strategic move for growth in the gaming sector. However, the immediate financial results for 2024 show a net loss and a negative 'compensation actually paid' for the PEO, coupled with a declining Total Shareholder Return (TSR). While the company is actively managing its acquisition-related debt through equity conversions, this also leads to significant dilution. The strong corporate governance framework is a positive. Given the mixed financial performance post-acquisition and the ongoing integration and debt management, a 'Hold' recommendation is appropriate. Investors should monitor the company's ability to return to profitability, improve TSR, and successfully integrate MeridianBet Group, especially as future executive compensation is tied to 2025 performance targets. The extensive related-party transactions also warrant careful observation.
Keywords
Golden Matrix Group, GMGI, SEC filing, proxy statement, annual meeting, director election, executive compensation, auditor ratification, MeridianBet Group, acquisition, gaming industry, financial results, corporate governance, related party transactions, stock awards, restricted stock units, debt conversion, online gaming, risk management
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