UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~December~~ 31February 19, ~~2025~~2026

Golden Matrix Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41326

46-1814729

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(IRS Employer

Identification No.)

3651 Lindell Road, Suite D131

Las Vegas, NV 89103

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: (702) 318-7548

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange ononwhich ~~which~~ registered
Common Stock, $0.00001 Par Value Per Share		GMGI		The NASDAQ Stock Market LLC(The NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnAs ~~December~~previously ~~31,~~disclosed ~~2025,~~in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the “Company”, “we” orand “us”), ~~received~~with ~~written notice (~~the ~~“Notification~~Securities ~~Letter”)~~and ~~from~~Exchange ~~the~~Commission ~~Listing Qualifications Department of The Nasdaq Stock Market LLC~~ (the “~~Nasdaq~~SEC”) ~~notifying~~on ~~the~~December 2, 2025 ~~Company that it is not in compliance with~~ (the ~~minimum~~“December ~~bid~~2025 ~~price~~Form ~~requirements set forth in Nasdaq Listing Rule 5550(a~~8-K”)~~(2)~~, ~~for continued listing~~ on ~~The~~November ~~Nasdaq~~25, ~~Capital~~2025, ~~Market.~~the ~~Nasdaq~~Company ~~Listing~~appointed ~~Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1~~Mr.00 ~~per~~William ~~share~~Scott, ~~and Listing Rule 5810(c)(3)(A) provides that a failure to meet~~ the ~~minimum~~Executive ~~bid~~Chairman ~~price~~of ~~requirement exists if~~ the ~~deficiency~~Board ~~continues~~of ~~for~~Directors ~~a period~~ of ~~thirty~~the ~~(30)~~Company, ~~consecutive~~as ~~business~~Interim ~~days.~~Chief ~~Based~~Executive onOfficer ~~the~~and ~~closing~~Principal ~~bid~~Executive ~~price~~Officer of the Company’s ~~common~~to ~~stock~~take ~~for~~effect ~~the~~on ~~thirty-four (34) consecutive business days from November 11, 2025 to~~ December 3012, 2025~~, the Company no longer meets the minimum bid price requirement~~.

~~The~~On, ~~Notification~~and ~~Letter~~effective ~~does not impact the Company’s listing of its common stock~~ on, ~~the~~February ~~Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days or until June 30~~19, 2026, ~~to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance,~~ the ~~bid~~Board ~~price~~of Directors of the Company’s ~~common~~appointed ~~stock must have a closing bid price of at least $1~~Mr.00 ~~per~~Scott ~~share~~as ~~for~~President ~~a minimum~~ of ~~10 consecutive business days. If~~ the Company ~~does not regain compliance by June 30~~, ~~2026,~~and anappointed ~~additional~~Mr. ~~180~~Rich ~~days may be granted to regain compliance~~Christensen, ~~so long as~~ the ~~Company~~Chief ~~meets~~Financial ~~The~~Officer ~~Nasdaq Capital Market initial listing criteria (except for the bid price requirement) and notifies Nasdaq in writing~~ of ~~its intention to cure~~ the ~~deficiency during the second compliance period by effecting a reverse stock split~~Company, ifas ~~necessary.~~Treasurer Ifof the Company. ~~does~~Mr. ~~not~~Scott ~~qualify for the second compliance period or fails to regain compliance during the second 180-day period, the Company’s common stock~~ will bealso ~~subject~~continue to ~~delisting,~~serve atas ~~which~~Executive ~~point~~Chairman ~~the~~of ~~Company would have an opportunity to appeal~~ the ~~delisting determination to a Hearings Panel~~Company.

~~The~~Mr. ~~Company~~Scott’s ~~intends~~and toMr. ~~monitor~~Christensen’s business experience and age, are included in the ~~closing~~Company’s ~~bid~~Definitive ~~price~~Proxy ofStatement ~~its~~on ~~common~~Schedule ~~stock~~14A, filed with the Securities and ~~may~~Exchange Commission on September 23, if2025 ~~appropriate~~(the “Proxy Statement”), ~~consider~~under ~~implementing~~“Board ~~available~~of ~~options~~Directors—Director toNominees” ~~regain~~and ~~compliance~~“Information ~~with~~About ~~the~~Our ~~minimum~~Executive ~~bid~~Officers”, ~~price~~respectively, ~~requirement~~and ~~under~~are ~~the~~incorporated ~~Nasdaq~~by ~~Listing~~reference ~~Rules~~herein.

2Mr. Scott and Mr. Christensen are not a party to any material plan, contract or arrangement (whether or not written) with the Company, nor are there any arrangements or understandings between Mr. Scott and/or Mr. Christensen, and any other person pursuant to which Mr. Scott or Mr. Christensen was selected to serve as a director or officer of the Company, except for (a) an indemnification agreement entered into between Mr. Scott and Mr. Christensen and the Company in the Company’s customary form (discussed an described in greater detail in the Proxy Statement under “Certain Relationship and Related Transactions—Indemnification Agreements”), and (b) the Amended and Restated Nominating and Voting Agreement dated January 29, 2025, by and between the Company, Aleksandar Milovanović, Zoran Milosevic and Snežana Božović (collectively, the “MeridianBet Sellers”)(discussed and described in the Proxy Statement under “Voting Rights and Principal Stockholders—Nominating and Voting Agreement”, which description is incorporated by reference herein), and the designation of the Company’s Series C Preferred Stock (discussed and described in the Proxy Statement under “Voting Rights and Principal Stockholders—Series C Preferred Stock”, which description is incorporated by reference herein), pursuant to which Mr. Scott was appointed to the Board of Directors as a Series C Preferred Stock nominee by the MeridianBet Sellers.

~~SIGNATURES~~Mr. Scott is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as discussed above. Mr. Christensen is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as discussed above, and except in connection with his employment agreement with the Company, discussed in greater detail in the Proxy Statement under “Executive Compensation—Employment and Consulting Agreements—Employment Agreement with Rich Christensen”.

~~Pursuant~~There toare ~~the~~no ~~requirements~~family ofrelationships ~~the~~between ~~Securities~~any ~~Exchange~~director ~~Act~~or ofexecutive ~~1934,~~officer of the ~~registrant~~Company, ~~has~~including ~~duly~~Mr. ~~caused~~Scott ~~this~~or ~~Report~~Mr. ~~to be signed on its behalf by the undersigned, hereunto duly authorized~~Christensen.

	GOLDEN MATRIX GROUP, INC.
Date: January 2, 2026	By:	/s/ Rich Christensen
		Rich Christensen
		Chief Financial Officer

3SIGNATURES

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, hereunto duly authorized.

	GOLDEN MATRIX GROUP, INC.

Date: February 24, 2026	By:	/s/ Rich Christensen
		Rich Christensen
		Chief Financial Officer

Filing Compare · Meridian Holdings Inc./NV