0001477932-24-002767.txt : 20240513 0001477932-24-002767.hdr.sgml : 20240513 20240513160210 ACCESSION NUMBER: 0001477932-24-002767 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240509 FILED AS OF DATE: 20240513 DATE AS OF CHANGE: 20240513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Anthony Brian CENTRAL INDEX KEY: 0001672837 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41326 FILM NUMBER: 24938886 MAIL ADDRESS: STREET 1: 3651 LINDELL RD STE D131 CITY: LAS VEGAS STATE: NV ZIP: 89103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital LLC CENTRAL INDEX KEY: 0001852146 ORGANIZATION NAME: STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41326 FILM NUMBER: 24938885 BUSINESS ADDRESS: STREET 1: 3651 LINDELL RD STE D131 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 702-318-7548 MAIL ADDRESS: STREET 1: 3651 LINDELL RD STE D131 CITY: LAS VEGAS STATE: NV ZIP: 89103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Matrix Group, Inc. CENTRAL INDEX KEY: 0001437925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 461814729 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3651 LINDELL ROAD, STE D131 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 702-318-7548 MAIL ADDRESS: STREET 1: 3651 LINDELL ROAD, STE D131 CITY: LAS VEGAS STATE: NV ZIP: 89103 FORMER COMPANY: FORMER CONFORMED NAME: Source Gold Corp. DATE OF NAME CHANGE: 20091016 FORMER COMPANY: FORMER CONFORMED NAME: Ibex Resources Corp. DATE OF NAME CHANGE: 20080618 4 1 form4.xml FORM 4 X0508 4 2024-05-09-05:00 false 0001437925 Golden Matrix Group, Inc. GMGI 0001672837 Goodman Anthony Brian 3651 LINDELL RD STE D131 LAS VEGAS NV 89103 true true true false Chief Executive Officer 0001852146 Luxor Capital LLC 3651 LINDELL RD STE D131 LAS VEGAS NV 89103 false false true false false Common Stock 8654079 D Common Stock 7470483 I Through Luxor Capital LLC Restricted Stock Units 2024-05-09-05:00 4 J false 250000 0.00 D Common Stock 250000 250000 D Restricted Stock Units 2024-05-09-05:00 4 J false 250000 0.00 A Common Stock 250000 250000 D Excludes shares of common stock relating to the voting group described below under "Remarks". Luxor Capital LLC is wholly-owned by Mr. Goodman, as such he is deemed to beneficially own the securities held by such entity. Effective on May 9, 2024, the Board of Directors approved an amendment to the terms of the restricted stock units (RSUs) previously granted to Mr. Goodman to adjust such RSUs (discussed in footnote 4 below), from vesting, if at all, based on the financial results of the Issuer as of October 31, 2024, to be based on the Issuer's financial results for the year ended December 31, 2024 (discussed in footnote 5), as a result of the Issuer's recent change in fiscal year from October 31st to December 31st. All other terms of the RSUs remained the same. Each RSU represents the contingent right to receive, at settlement, one share of common stock. The RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) Adjusted EBITDA targets, as of October 31, 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Report on Form 10-K, subject to Mr. Goodman's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. The RSUs vest, if all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) Adjusted EBITDA targets, as of December 31, 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Report on Form 10-K, subject to Mr. Goodman's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. By virtue of being party to a Nominating and Voting Agreement, dated as of April 9, 2024 (the "Voting Agreement"), the Reporting Person, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein, with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. The parties to the Voting Agreement are the Issuer, Anthony Brian Goodman, the Issuer's Chief Executive Officer and director, Luxor Capital LLC, which is owned and controlled by Mr. Goodman, Aleksandar Milovanovic, Zoran Milosevic and Snezana Bozovic. The Reporting Person disclaims beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Person and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the Reporting Person does not have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on April 9, 2024. /s/ Anthony Brian Goodman 2024-05-13-05:00 /s/ Anthony Brian Goodman, as Managing Member of Luxor Capital LLC 2024-05-13-05:00