Meridian Holdings Inc.: Form 10-Q for the period ended Sep 30, 2025

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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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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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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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:

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

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

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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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.

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Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss):

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.

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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.

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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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.

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.

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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.

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).

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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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.