Aleksandar Milovanovic - Jun 17, 2024 Form 4 Insider Report for Golden Matrix Group, Inc. (GMGI)

Role
Member of 10% Reporting Group, 10%+ Owner
Signature
/s/ Aleksandar Milovanovic
Stock symbol
GMGI
Transactions as of
Jun 17, 2024
Transactions value $
$6,999,999
Form type
4
Date filed
8/28/2024, 08:39 PM
Previous filing
Apr 11, 2024
Next filing
Sep 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GMGI Common Stock Other $4M +1.33M +1.91% $3.00 71.2M Jun 17, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GMGI Deferred Cash Convertible Promissory Note Purchase $3M $3M Jun 17, 2024 Common Stock $1.5M Direct F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 17, 2024, the Issuer entered into a Debt Conversion Agreement with the Reporting Person pursuant to which the Reporting Person agreed to convert an aggregate of $4,000,000 owed by the Issuer to the Reporting Person into an aggregate of 1,333,333 shares of restricted common stock of the Company, based on a conversion price of $3.00 per share.
F2 Excludes shares of common stock relating to the voting group described below under "Remarks".
F3 The Deferred Cash Convertible Promissory Note ("Convertible Note"), is convertible into shares of common stock of the Issuer, at any time, from time to time, at the option of the Reporting Person, based on a conversion price, determined at the option of the Reporting Person of either (A) (i) the average closing sales price of the Issuer's common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $3.00, subject to a floor of $2.00 per share (the "Conversion Price").
F4 On June 17, 2024, the Reporting Person agreed to exchange $3 million owed to the Reporting Person by the Issuer into the $3,000,000 Convertible Note
F5 The maturity date of the Convertible Note is December 17, 2025.
F6 Represents the maximum number of shares of common stock of the Issuer issuable upon conversion of the Convertible Note, based on the Conversion Price.

Remarks:

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.