Meridian Holdings Inc./NV
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 28, 2026
MRDN$8.68-5.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001477932-25-007805
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001477932-26-002588
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 111 previous paragraphs and 94 current paragraphs.
31 unchanged; 39 reworded; 24 added; 36 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
As used in this Report, “EUR”, “€” or “Euros” means the official currency of the member states of the European Union; “GBP”, “£” or “Pounds” means the currency of the United Kingdom and its associated territories; “USD”, “$” or “dollars” means U.S. dollars; “RSD” or “dinars” means the Serbian Dinar, the official currency of Serbia; “AUD” means Australian dollars, “BRL” or “R$” means the Brazilian Real, the official currency of Brazil, “PEN” means the Peruvian Sol, the official currency of Peru, and “TZS” means the Tanzanian Shilling, the official currency of Tanzania, provided that all dollar amounts in this Report are in U.S. dollars unless otherwise stated.
Current report
More specifically, our technological platforms include:
Current report
Our innovative use of machine learning technologies within our platform serves enhanced customer experiences by offering tailored bets and continuously updated odds over an extensive range of events. This significantly reduces the requirement for manual oversight and intervention.
Current report
We understand that player preferences and market dynamics can vary significantly. To address these differences across the group’s many jurisdictions, we have implemented several unique features and tailored offerings, including:
Current report
Beyond our direct B2C operations, we also operate an indirect B2B franchise model. Under this model, we license our proprietary sports betting technology to local partners, who can operate under our brand or their own brand. This diversifies our revenue stream, enabling us to leverage our technology for added income, while expanding our brand presence.
Current report
Status ofDevelopmentEffortsfor*** Newor EnhancedProducts,Trendsin MarketDemandand CompetitiveConditions***
Current report
We are diligently invested in research and development initiatives to attempt to stay at the forefront of our industry and meet the ever-evolving needs of our diverse customer base. As part of this strategy, our developmental efforts are primarily focused on enhancing product offerings, refining user experience, and bolstering our proprietary sports betting technology.
Current report
Our products and services compete in a market characterized by rapid technological advances, which means evolving standards in software technology and frequent new product introductions and enhancements that may render the existing ones obsolete. We attempt to continuously refine our software and technology offerings especially in terms of more intensive customer specification, segmentation and personalization, as well as to address regulatory changes in the markets in which we operate and plan to operate. We believe that in order to remain competitive, we need to continuously modify and enhance our technology platform and service offerings.
Current report
In the realm of technological advancement, one of the key development initiatives currently in progress is our integration of advanced Machine Learning (ML) technologies into our sports betting platform. The incorporation of these sophisticated technologies aims to personalize and enrich the betting experience for individual users by offering tailored bets, real-time updating of odds across a vast range of events, and further reducing the need for human oversight. This is expected to not only create a more dynamic, responsive, and intuitive betting experience, but also present a significant competitive advantage in a market where customer experience is paramount.
Current report
In terms of market trends, we believe that demand for online betting is on a significant upward trajectory globally, partially due to the lasting impact of the COVID-19 pandemic, which has accelerated the shift from traditional, physical betting shops to online platforms. The industry-wide transition towards mobile betting is another recent major trend, spurred on by the increased penetration of smartphones and improved internet connectivity. In response to these trends, we have successfully implemented an omni-channel approach to our markets, including iOS, Android, mobile browser, desktop, SMS, SST, USSD as well as retail segment (each as discussed above).
Current report
Following the closing of the MeridianBet Acquisition and effective April 1, 2024, we, through Golden Matrix, own and operate a proprietary online gaming aggregation and enterprise software platform (the “GM-Ag System”) that serves international customers, primarily in the Asia Pacific region.
Current report
The GM-Ag System is an integrated iGaming platform that connects licensed gaming content providers with licensed online gaming operators. The system aggregates gaming content from multiple third-party suppliers and makes such content available to customers through a single technical integration.
Current report
Under distribution agreements with licensed and accredited gaming content providers, we have the right to distribute and resell third-party game content to our customers. The content portfolio includes slot games, table games (such as roulette, blackjack and poker), sportsbook offerings, lottery products and live dealer games.
Current report
The GM-Ag System provides two principal advantages to licensed online gaming operators.
Current report
The outstanding balances of these debt facilities as of March 31, 2026 and December 31, 2025 are presented below:
Current report
The Company has received confirmation from the former owners of MeridianBet Group that they will not demand repayment or conversion of the consideration until such time as the Company has the ability to repay.
Current report
During the three months ended March 31, 2026, cash used in investing activities was $2,468,595, which was primarily due to $806,390 paid to acquire subsidiaries, and $1,405,432 spent on intangible assets.
Current report
During the three months ended March 31, 2026, cash used in financing activities was $4,573,457, which was primarily due to repayments on debt of $3,791,674 and a repayment of lease of $780,668.
Current report
During the three months ended March 31, 2025, cash used in financing activities was $5,000,064, which was primarily due to repayments on debt of $4,428,626 and a repayment of lease of $571,438.
Current report
The Company had a net decrease in cash of $1,843,859 for the three months ended March 31, 2026, which is mainly due to repayment of debt, cash used in investing activities, offset by cash provided by operating activities.
Current report
Three months endedMarch*** 31,2026******, compared to the three months endedMarch 31, 2025.***
Current report
Amortization expenses for the three months ended March 31, 2026, were $1,025,175, compared to $2,152,640 for the three months ended March 31, 2025, a $1,127,465, or 52% decrease from the prior period. The decrease was primarily attributable to the impairment of intangible assets recognized in the prior year, which reduced the amortizable asset base.
Current report
Professional fees for the three months ended March 31, 2026, were $901,492, compared to $920,240 for the three months ended March 31, 2025, an $18,748 or 2% decrease from the prior period. The higher fees in the prior-year period were primarily attributable to legal and audit services related to the MeridianBet Acquisition.
Current report
Marketing expenses for the three months ended March 31, 2026, were $6,392,458, compared to $6,045,796 for the three months ended March 31, 2025, a $346,662 or 6% increase from the prior period, which was primarily driven by increased budgets across all Ads channels (Google, Meta, etc.), as well as increased promotional activities in Brazil. Despite this, marketing costs have been significantly optimized, resulting in a single-digit growth rate compared to the same quarter last year.
Removed paragraphs (36)
Previous 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.
Previous report
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”).
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Contingent obligation:
Previous report
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.
Previous report
On April 28, 2025, the Company voluntarily prepaid in full, the then $7,200,000 remaining balance of the Secured Convertible Note.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
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.
Previous report
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.
Previous report
Three months endedSeptember 30***,2025******, compared to the three months endedSeptember 30, 2024.***
Previous report
*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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
*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.
Previous report
Nine*** months endedSeptember 30, 2025, compared to thenine months endedSeptember 30, 2024.***
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (39)
Previous wording
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.
Current wording
The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2025 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 as part of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report.
Previous wording
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.
Current wording
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, slot machines, and virtual games. Of those 700 shops, approximately 260 are owned by our subsidiaries and approximately 440 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.
Previous wording
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.
Current wording
Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS, SST, and USSD 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.
Previous wording
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.
Current wording
A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over approximately 800 different leagues, providing more than approximately 11 million bets on over approximately 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and risk management platforms are proprietary to us.
Previous wording
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.
Current wording
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 75 slot games, which are available online, where regulatory approval is granted, catering to customers on our 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.
Previous wording
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.
Current wording
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, and Platipus. 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.
Previous wording
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”.
Current wording
We engage in 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 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”.
Previous wording
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.
Current wording
In addition, we, through GMG Assets Limited, 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.
Previous wording
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.
Current wording
On August 16, 2024, we entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd (“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, and exotic motor vehicles. On August 21, 2024, we closed the transactions contemplated by the Share Exchange Agreement, which was effective as of August 1, 2024.
Previous wording
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.
Current wording
We had $16,234,441 cash on hand and a working capital deficit of $22,777,000 as of March 31, 2026. We believe our cash on hand 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 $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, subject to potential limitations on such sales pursuant to the “baby shelf” Form S-3 rules, which prevent us from selling more than 1/3 rd of our float every 12 months.
Previous wording
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:
Current wording
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 MeridianBet Acquisition:
Previous wording
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”.
Current wording
The Company had $16,234,441 of cash on hand at March 31, 2026 and total assets of $111,867,270 ($30,482,524 of which were current assets) and a working capital deficit of $22,777,000 as of March 31, 2026. The working capital deficit was mainly due to $8,032,261 of current portion of long-term loans included in current liabilities, as well as $15,905,672 of current consideration payable to the Meridian Sellers. Included in total assets at March 31, 2026 was $8,844,034 of goodwill and $26,226,694 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”.
Previous wording
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”.
Current wording
The Company had $18,078,300 of cash on hand at December 31, 2025 and total assets of $118,078,800 ($35,438,153 of which were current assets) and a working capital deficit of $24,128,745 as of December 31, 2025. The working capital deficit was mainly due to $10,581,035 of current portion of long-term loans included in current liabilities, as well as $16,199,672 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2025 was $8,450,955 of goodwill and $26,463,965 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”.
Previous wording
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.
Current wording
The decrease in cash of $1,843,859 between March 31, 2026, and December 31, 2025, was mainly due to the repayment of debt and cash used in investing activities, offset by cash provided by operating activities.
Previous wording
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.
Current wording
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 $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, 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, 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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the three months ended March 31, 2026, 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.
Previous wording
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.
Current wording
The Company generated cash from operating activities of $5,155,437 during the three months ended March 31, 2026, due primarily to $2,168,157 of net income, a $2,357,254 decrease in accounts receivable, $248,057 of stock-based compensation, $1,025,175 of amortization expenses relating to intangible assets, and $1,435,955 of depreciation expenses, which was mainly offset by a $1,863,677 decrease in accounts payable.
Previous wording
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.
Current wording
The Company generated cash from operating activities of $7,739,637 during the three months ended March 31, 2025, due primarily to a $4,122,296 increase in accounts payable and accrued liabilities, $1,040,325 of stock-based compensation, $952,546 of non-cash interest expense related to debt discount amortization, $2,152,640 of amortization expenses relating to intangible assets, and $1,436,247 of depreciation expenses, which was mainly offset by a $258,217 net loss, an $820,433 increase in inventory, an $897,968 increase in accounts receivable, and an $880,465 decrease in taxes payable.
Previous wording
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.
Current wording
During the three months ended March 31, 2025, cash used in investing activities was $5,340,839, which was primarily due to $1,459,642 of consideration paid to the former owners of MeridianBet Group in connection with the MeridianBet Acquisition, $426,700 of consideration paid to acquire 80% of Classics Holdings, $2,339,700 spent on intangible assets, and $1,107,424 spent on property, plant and equipment.
Previous wording
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.
Current wording
As of the date of this Report, we are eligible to sell up to an additional $16.9 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.
Previous wording
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.
Current wording
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 and cash bonuses will vest as of the end of December 31, 2025. EBITDA means net loss before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, unrealized foreign exchange gain or loss, 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.
Previous wording
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.
Current wording
EBITDA and Adjusted EBITDA are presented because management believes they provide useful supplemental information to investors regarding the Company’s operating performance by excluding certain non-cash items and non-recurring or one-time items, thereby facilitating period-to-period comparisons. 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.
Previous wording
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.
Current wording
The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods.
Previous wording
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.
Current wording
Revenue. Revenue increased by $7,380,817, or 17%, to $50,103,870 for the three months ended March 31, 2026, from $42,723,053 for the three months ended March 31, 2025. Revenues from online casino from MeridianBet Group increased by $3,856,840, or 33%, to $15,252,268 for the three months ended March 31, 2026, from $11,395,428 for the three months ended March 31, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 3 most popular game in the first quarter of 2026, and revenues from online sports betting which increased by $1,848,088, or 17%, to $11,699,423 for the three months ended March 31, 2026, from $9,851,335 for the three months ended March 31, 2025, 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, an increase in live streams, especially for tennis and optimizing the loyalty program for our online players. Revenues from retail sports betting and retail casino increased by $1,291,334, or 19%, to $6,967,386 for the three months ended March 31, 2026, from $5,676,052 for the three months ended March 31, 2025, mainly due to a series of strategic operational enhancements. We expanded our slot capacity by adding over 100 machines, representing approximately 10% growth of the total installed base. Additionally, we opened 10 new locations, completed renovations and adaptations across 50 betshops, and relocated underperforming betshops to more optimal positions. We also introduced a new loyalty application and deployed additional operational systems that enhanced customer engagement and internal efficiency. Alongside these investments, we implemented a comprehensive field reorganization aimed at improving operational efficiency and service quality, resulting in a stronger and more optimized retail network.
Previous wording
*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.
Current wording
COGS. Costs of goods (COGS) sold increased by $3,432,538, or 19%, to $21,959,630 for the three months ended March 31, 2026, from $18,527,092 for the three months ended March 31, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $2,853,120 in total, or 38%, to $10,408,219 for the three months ended March 31, 2026, from $7,555,098 for the three months ended March 31, 2025, 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.
Previous wording
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.
Current wording
Gross profit. Gross profit increased by $3,948,279, or 16%, to $28,144,240 for the three months ended March 31, 2026, from $24,195,961 for the three months ended March 31, 2025. MeridianBet Group gross profit from online casinos increased by $2,401,540 or 29%; gross profit from online sports betting increased by $1,046,799, or 15%, and gross profit from retail sports betting and retail casino increased by $760,027 or 19% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.
Previous wording
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.
Current wording
General and administrative expenses (G&A). General and administrative expenses increased by $685,138, or 3%, to $24,987,116 for the three months ended March 31, 2026, from $24,301,978 for the three months ended March 31, 2025. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities, as discussed below.
Previous wording
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.
Current wording
Stock-based compensation (within G&A) for the three months ended March 31, 2026, was $248,057, compared to $1,040,325 for the three months ended March 31, 2025, representing a $792,268 decrease from the prior period. The decrease was primarily attributable to fewer RSUs granted to the Company’s employees and directors, as well as fewer shares issued for services during the period.
Previous wording
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.
Current wording
Salaries and wages for the three months ended March 31, 2026, were $7,088,229, compared to $6,290,867 for the three months ended March 31, 2025, a $797,362 or 13% increase from the prior period, which was due mainly 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.
Previous wording
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.
Current wording
Rents and utilities for the three months ended March 31, 2026, were $2,242,256, compared to $1,743,062 for the three months ended March 31, 2025, a $499,194 or 29% 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.
Previous wording
*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.
Current wording
*Interest expense.*Interest expense decreased by $1,117,634, or 76%, to $353,726 for the three months ended March 31, 2026, from $1,471,360 for the three months ended March 31, 2025. The decrease primarily reflects the repayment of an October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the Secured Convertible Note during the current quarter.
Previous wording
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.
Current wording
Interest earned. Interest earned decreased by $37,937, or 86%, to $5,999 for the three months ended March 31, 2026, from $43,936 for the three months ended March 31, 2025. The decrease was mainly due to the maturity of term deposit agreements with banks during the period. The funds were subsequently reallocated into Eurobonds, which are expected to generate interest income in future periods.
Previous wording
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.
Current wording
Foreign exchange gain. Foreign exchange results decreased by $845,862, to a loss of $412,194 for the three months ended March 31, 2026, compared to a gain of $433,668 for the three months ended March 31, 2025. The decrease was primarily driven by volatility and unfavorable fluctuations in the EUR/RSD/USD exchange rates, which impacted the remeasurement of the Company’s monetary assets and liabilities denominated in euros and Serbian dinars. Volatility in the euro and Serbian dinar against the U.S. dollar, as well as across other currencies used by the Group, including differences between average and period-end exchange rates, resulted in higher unrealized foreign exchange losses.
Previous wording
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.
Current wording
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 activity. For the three months ended March 31, 2026, and 2025, other income amounted to $467,088 and $505,503, respectively.
Previous wording
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.
Current wording
Provision for income taxes. We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.3% and 56.5% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the effective tax rate for the three months ended March 31, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.
Previous wording
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.
Current wording
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 March 31, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $92,638 and $26,609, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the three months ended March 31, 2026.
Previous wording
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.
Current wording
Net income (loss) attributable to**MRDN. Net income attributable to MRDN increased by $2,492,403 to $2,260,795 for the three months ended March 31, 2026, from a net loss of $231,608 for the three months ended March 31, 2025. The increase was mainly due to higher revenues and gross profits as discussed above.
Previous wording
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.
Current wording
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, 2025, filed with the Commission on March 31, 2026, are those that depend most heavily on these judgments and estimates. As of March 31, 2026, there had been no material changes to any of the critical accounting policies contained therein. “Note 1 – Basis of Presentation and 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, 2025, filed with the Commission on March 31, 2026, 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.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.