UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

For the quarterly period ended June 30, 2024 

For the transition period from ______ to _______

Commission File Number 001-41326

(702) 318-7548

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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. Yes ☒     No ☐

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). Yes ☒     No ☐

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.

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 Exchanger Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

As of August 13, 2024, there were 120,841,977 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

Explanatory Note

As such, this Amendment No. 1:

GOLDEN MATRIX GROUP, INC.

TABLE OF CONTENTS

Item 5. Other Information

(a) Other Information. To the extent that the First Amendment (discussed below) represented a material definitive agreement, the Company is providing the below disclosure in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 1.01, provided that such disclosures below shall not be deemed an admission by the Company that such agreement represented a material definitive agreement.

On June 28, 2024, Meridian Serbia entered into a First Amendment Agreement with Unicredit Bank, amending the Facility Agreement entered into between the parties on May 1, 2024, dated as of April 30, 2024 (the “First Amendment”). Pursuant to the First Amendment, the Facility Agreement was amended to allow for a six month grace period for the payment of accrued interest, during which period Meridian Serbia was not required to pay interest under the Facility Agreement, with all interest accrued during such six month grace period payable on November 18, 2024, and to extend the date that certain documents and a certain legal opinion were due following the parties entry into the Facility Agreement until September 30, 2024 (from 30 days after the effective date of the facility).

Because this Quarterly Report on Form 10-Q is being filed within four business days from the date of the reportable event described below, we have elected to make the following disclosures in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 1.01:

On August 9, 2024, the Company and the Investor entered into a First Amendment to Senior Secured Convertible Promissory Note to amend the events of default set forth in the Secured Convertible Note to provide that it will be an event of default if the Company’s market capitalization is below $250 million for ten consecutive days at any time after December 31, 2024 (previously such applicable starting date for that covenant was the date the Secured Convertible Note was sold).

* * * * *

As a result of the July 2, 2024 sale of the Secured Convertible Note, and the $1.75 floor price associated therewith, the exercise price of those certain warrants to purchase up to 496,429 shares of common stock sold in October 2021, which have an expiration date of October 28, 2024, and originally had an exercise price of $8.63 per share, were automatically re-priced, pursuant to the terms of such warrants, to have an exercise price of $1.75 per share.

(c) Rule 10b5-1 Trading Plans.

Item 6. Exhibits

The exhibits required to be filed by Item 6 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-Q. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

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.