Item 2.02. Results of Operations and Financial Condition.
On January 8, 2021, Golden Matrix Group, Inc. (the "Company", "we" and "us")
issued a press release regarding its anticipated financial results for the month
of December 2020, which included revenue projections for the fourth fiscal
quarter ending on January 31, 2021. A copy of the press release is furnished as
Exhibit 99.1 to this Form 8-K.
The information contained in this Current Report and Exhibit 99.1 hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K,
contains forward-looking statements within the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995, and, as such, may involve
known and unknown risks, uncertainties and assumptions. These forward-looking
statements relate to the Company's current expectations and are subject to the
limitations and qualifications set forth in the press release as well as in the
Company's other filings with the Securities and Exchange Commission, including,
without limitation, that actual events and/or results may differ materially from
those projected in such forward-looking statements. These statements also
involve known and unknown risks, which may cause the results of the Company, its
divisions and concepts to be materially different than those expressed or
implied in such statements. Accordingly, readers should not place undue reliance
on any forward-looking statements. Forward-looking statements may include
comments as to the Company's beliefs and expectations as to future financial
performance, events and trends affecting its business and are necessarily
subject to uncertainties, many of which are outside the Company's control. More
information on potential factors that could affect the Company's financial
results is included from time to time in the "Forward-Looking Statements," "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of the Company's periodic and current filings
with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and
available at www.sec.gov. Forward-looking statements speak only as of the date
they are made. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise that occur after that date, except as otherwise provided by
law.
Item 3.02. Unregistered Sales of Equity Securities.
As described in greater detail in the Current Report on Form 8-K filed by the
Company on August 27, 2020, on August 20, 2020, the Company sold, to eleven
accredited investors, an aggregate of 527,029 units, with each unit consisting
of one share of restricted common stock and one warrant to purchase one share of
common stock (the "Warrants" and the agreements evidencing such Warrants, the
"Warrant Agreements"), at a price of $3.40 per unit. The units were sold
pursuant to the Company's entry into subscription agreements with each investor
(the "Subscription Agreements"). The Subscription Agreements provide the
investors customary piggyback registration rights (for both the shares and the
shares of common stock underlying the Warrants) which remain in place for the
lesser of one year following the closing of the offering and the date that the
applicable investor is eligible to sell the applicable securities under Rule 144
of the Securities Act of 1933, as amended (the "Securities Act").
The Warrants have an exercise price of $4.10 per share (and no cashless exercise
rights), and were exercisable until the earlier of (a) August 20, 2022, and (b)
the 30th day after the Company provides the holder of the Warrants notice that
the closing sales price of the Company's common stock has closed at or above
$6.80 per share for a period of ten consecutive trading days.
From November 23, 2020, to December 7, 2020 (ten consecutive trading days), the
closing sales price of the Company's common stock closed at or above $6.80 per
share, and on December 8, 2020, the Company provided notice to the holders of
the Warrants that they had until January 7, 2021 to exercise such Warrants, or
such Warrants would expire pursuant to their terms.
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From December 9, 2020, to January 7, 2021, ten holders of Warrants to purchase
an aggregate of 409,029 shares of the Company's common stock exercised such
Warrants and paid an aggregate exercise price of $1,676,992 to the Company. In
connection with such exercises the Company issued such Warrant holders an
aggregate of 409,029 shares of restricted common stock.
We claim an exemption from registration for the exercise of the Warrants
described above pursuant to Section 4(a)(2), Rule 506(b) and/or Regulation S of
the Securities Act ("Regulation S") since the shares of common stock were issued
to "accredited investors" and/or non-U.S. persons (as defined under Rule 902
section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no
directed selling efforts were made in the United States by the Company, a
distributor, any of their respective affiliates, or any person acting on behalf
of any of the foregoing. The securities are subject to transfer restrictions,
and the certificates evidencing the securities contain an appropriate legend
stating that such securities have not been registered under the Securities Act
and may not be offered or sold absent registration or pursuant to an exemption
therefrom. The securities were not registered under the Securities Act and such
securities may not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any applicable
state securities laws.
Separately, effective on January 7, 2021, the Board of Directors of the Company
agreed to extend the expiration date of Warrants to purchase 118,000 shares of
common stock, which would have otherwise extended on January 7, 2021, pursuant
to the terms of the Warrants, to February 8, 2021. In the event the remaining
Warrants to purchase 118,000 shares of common stock were exercised in full, an
aggregate of 118,000 shares of common stock would be issuable upon exercise
thereof.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1* Press Release of Golden Matrix Group, Inc., dated January 8, 2021
* Furnished herewith.
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