Item 1.01. Entry into a Material Definitive Agreement.
To the extent required, the discussion of the Subscription Agreement and Warrant
Agreement set forth in Item 3.02 below is incorporated by reference into this
Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
On January 20, 2021, Golden Matrix Group, Inc. (the "Company", "we" and "us")
sold an aggregate of 1,000,000 units to one investor, 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 $5.00 per unit. In total the Company raised
$5,000,000 pursuant to the private offering of the units. The units were sold
pursuant to the entry into a subscription agreement with the investor (the
"Subscription Agreement"). The Subscription Agreement provided the investor
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 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 $6.00 per share (and no cashless exercise
rights), and are exercisable until the earlier of (a) January 14, 2023, 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
$10.00 per share for a period of ten consecutive trading days. The Warrants
include a beneficial ownership limitation, which limits the exercise of the
Warrants held by the investor in the event that upon exercise such investor (and
any related parties of such investor) would hold more than 4.999% of the
Company's outstanding shares of common stock (which percentage may be increased
to 9.999% with at least 61 days prior written notice to the Company from the
investor). If the Warrants which were granted in connection with the offering
were exercised in full, a maximum of 1,000,000 shares of common stock would be
issuable upon exercise thereof.
We claim an exemption from registration for the issuance and sale of the units
described above pursuant to Regulation S of the Securities Act ("Regulation S")
since the units were sold to a non-U.S. person (as defined under Rule 902
section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, 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.
The description of the Subscription Agreement and Warrant Agreement
above is not complete and is qualified in its entirety to the full text of the
form of Subscription Agreement and form of Warrant Agreement, copies of which
are filed as Exhibits 10.1 and 10.2 hereto, and are incorporated into this
Item 3.02 by reference in their entity.
Item 8.01 Other Events.
On January 26, 2021, the Company filed a press release disclosing the entry into
the Subscription Agreement and Warrant Agreement, a copy of which is attached as
Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Form of Subscription Agreement (January 2021 Private Offering)
10.2* Form of Common Stock Purchase Warrant (January 2021 Private
Offering)
99.1* Press release dated January 26, 2021
__________
* Filed herewith.
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