meridian_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by party other than the registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement	☐	Confidential, for use of the Commission only
			(as permitted by Rule 14a-6(e)(2)).
☒	Definitive Proxy Statement

☐	Definitive additional materials.

☐	Soliciting material under Rule 14a-12.

Meridian Holdings Inc.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

October 2, 2026

To Our Stockholders:

The Board of Directors (“Board”) and officers of Meridian Holdings Inc., a Nevada corporation (the “Company”), join us in extending to you a cordial invitation to attend the Company’s 2026 annual meeting of stockholders, which we refer to as the Annual Meeting or the Meeting, to be held virtually (subject to postponement(s) or adjournment(s) thereof):

Date: November 17, 2026

Time: 12:00 P.M. Eastern Standard

Virtual Meeting Site: https://edge.media-server.com/mmc/go/mrdn2026agm

You will not be able to attend the Annual Meeting physically. The Annual Meeting will be held via an audio teleconference. Stockholders may attend, vote and submit questions during the Annual Meeting via the Internet by logging in at https://edge.media-server.com/mmc/go/mrdn2026agm, with your Control ID and Request ID, and thereafter following the instructions to join the virtual meeting. In addition to voting by submitting your proxy prior to the Annual Meeting and/or voting online as discussed herein, you also will be able to vote your shares electronically during the Annual Meeting with your Request ID.

The Notice of Annual Meeting (the “Notice”) and Proxy Statement (the “Proxy Statement”), are also available at https://www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp (for holders of Series C Preferred Stock). These websites also include copies of our Annual Report on Form 10-K for the year ended December 31, 2025, which we refer to as the “2025 Annual Report”. Stockholders may also request a copy of the Proxy Statement and 2025 Annual Report by contacting our main office at (702) 318-7548.

In connection with the Annual Meeting, you will be asked to consider and vote on certain proposals, which are more fully described in the accompanying Proxy Statement. Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement (and any documents incorporated into the Proxy Statement by reference) and consider such information carefully before voting. The Proxy Statement describes the business to be considered and acted upon by the stockholders at the Annual Meeting. Please review these materials and vote your shares.

Your vote is very important. If you are a holder of record of voting stock, please submit your proxy by mail, fax, Internet or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, even if you plan to attend the meeting. If you hold your shares of Company stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by mail, Internet or telephone.

Our Board encourages your participation in the Company’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Proxy Statement. Your vote and participation in our governance is very important to us.

Sincerely,

/s/ William Scott
William Scott
Chairman

Our proxy statement and annual report on Form 10-K for the year ended December 31, 2025, are available at the following cookies-free website that can be accessed anonymously: www.iproxydirect.com/mrdn. Stockholders may also vote prior to the meeting at https://www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp (for holders of Series C Preferred Stock).

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MERIDIAN HOLDINGS INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held on November 17, 2026

To our stockholders:

Notice is hereby given of the 2026 annual meeting of stockholders of Meridian Holdings Inc. (the “Company”) to be held on November 17, 2026 at 12:00 P.M. Eastern Standard time (subject to postponement(s) or adjournment(s) thereof) (the “Annual Meeting” or the “Meeting”). The Annual Meeting will be held virtually via live audio webcast at https://edge.media-server.com/mmc/go/mrdn2026agm. See also “Instructions For The Virtual Annual Meeting”, beginning on page 1. The Annual Meeting is being held for the following purposes:

	1A.	For holders of all of our voting shares - To consider and vote upon the appointment of three members to our Board of Directors (“Board”), to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified.

	1B.	For holders of our Series C Preferred Stock only - To consider and vote upon the appointment of two members to our Board, to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified.

	2.	For holders of all of our voting shares - To consider and vote upon the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

	3.	For holders of all of our voting shares - To conduct any other business properly brought before the meeting or any adjournments, continuations, or postponements thereof.

Any action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be adjourned. Common stockholders and Series C Preferred Stock holders, of record on the close of business on September 28, 2026, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or E-proxy notice, on or about October 2, 2026 to our stockholders of record as of the close of business on September 28, 2026. The E-proxy notice contains instructions for your use of this process, including how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual report or elect to receive your proxy statement and annual report over the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

The enclosed proxy statement is also available at www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp (for holders of Series C Preferred Stock). These websites also include copies of the form of proxy and the Company’s Annual Report to stockholders for the year ended December 31, 2025 (the “2025 Annual Report”). Stockholders may also request a copy of the proxy statement and the Company’s 2025 Annual Report by visiting www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp (for holders of Series C Preferred Stock), by calling 866-752-8683 and by emailing proxy-ID@equiniti.com.

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As a stockholder of record, you are cordially invited to attend the meeting virtually at https://edge.media-server.com/mmc/go/mrdn2026agm. Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet, by phone or by returning a signed proxy card.

Even if you plan to attend the Annual Meeting virtually, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

By Order of the Board of Directors,

/s/ William Scott
William Scott
Chairman

Las Vegas, Nevada

October 2, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Tuesday, November 17, 2026.

Our proxy statement and annual report on Form 10-K for the year ended December 31, 2025, together with all amendments thereto. are available at the following cookies-free website that can be accessed anonymously: www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp (for holders of Series C Preferred Stock).

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TABLE OF CONTENTS

GENERAL INFORMATION		1

Information Contained in This Proxy Statement		1
Instructions For The Virtual Annual Meeting		1
Important Notice Regarding the Availability of Proxy Materials		1
Technical Difficulties or Trouble Accessing the Virtual Meeting Website		2
Record Date and Shares Entitled to Vote		2
Voting Process		2
Providing and Revoking Proxies		3
Meeting Time and Location: Virtual Annual Meeting		3
Conduct at the Meeting		3
Voting Requirements for Each of the Proposals		4
Quorum		4
Broker Non-Votes and Abstentions		4
Board of Directors Voting Recommendations		4
Mailing Costs and Solicitation of Proxies		5
Inspector of Voting		5
Voting Instructions		5
Confidential Voting		5
Stockholder of Record and Shares Held in Brokerage Accounts		5
Multiple Stockholders Sharing the Same Address		5
Voting Results		6
Company Mailing Address		6

DEFINITIONS		6

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS		6

INCORPORATION BY REFERENCE		6

REVERSE STOCK SPLIT AND NAME CHANGE		7

MERIDIANBET GROUP ACQUISITION		7

REFERENCES TO ADDITIONAL INFORMATION		8

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS		8

Security Ownership of Management and Certain Beneficial Owners and Management		9
Series C Preferred Stock		10
Change of Control		11

CORPORATE GOVERNANCE		11

Board Leadership Structure		11
Risk Oversight		12
Family Relationships		12
Arrangements between Officers and Directors		12
Other Directorships		12
Involvement in Certain Legal Proceedings		13
Board of Directors Meetings		13
Board Committee Membership		13
Committees of the Board		14
Audit Committee		14
Compensation Committee		15
Compensation Committee Interlocks and Insider Participation		15
Nominating and Governance Committee		15

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Controlled Company Status		16
Director Independence		16
Website Availability of Documents		17
Stockholder Communications with the Board of Directors		17
Executive Sessions of the Board of Directors		17
Potential Conflicts of Interest		17
Code of Business Conduct and Ethics		17
Policy on Equity Ownership		17
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)		18
Compensation Recovery and Clawback Policies		18
Insider Trading/Anti-Hedging Policies		18
Rule 10b5-1 Trading Plans		19
Policy on Timing of Award Grants		19

INFORMATION ABOUT OUR EXECUTIVE OFFICERS		19

BOARD OF DIRECTORS		20

General		20
Director Nominees		20
Qualifications of All Directors of the Board		23

AUDIT COMMITTEE REPORT		24

EXECUTIVE COMPENSATION		25

Summary Executive Compensation Table		25
Pay Versus Performance		27
Relationship Between “Compensation Actually Paid” and Performance		30
Compensation Actually Paid and Net Income (Loss)		30
Compensation Actually Paid and Cumulative TSR		31
Outstanding Equity Awards at Fiscal Year-End		32
Potential Payments Upon Termination		32
Employment and Consulting Agreements		33
Employment Agreement with Zoran Milošević		33
Employment Agreement with Snežana Božović		35
Employment Agreement with Rich Christensen (Terminated); Separation Agreement		36
Employment Agreement with Ms. Weiting ‘Cathy’ Feng (Terminated)		36
Employment Agreement with Mr. Anthony Brian Goodman (Terminated); Severance and Release Agreement		38
Offer Letter with Zhe ‘Scott’, Yan Chief Accounting Officer and Principal Financial Officer and Principal Accounting Officer		38

DIRECTORS COMPENSATION		39

Summary Director Compensation Table		39
Board of Director Fees		39

EQUITY COMPENSATION PLAN INFORMATION		40

Description of Equity Plans		40
2018 Equity Incentive Plan		40
2022 Equity Incentive Plan		40
2023 Equity Incentive Plan		41
Equity Compensation Plan Information		42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		43

Related Party Transactions		43
Aleksandar Milovanović, Zoran Milošević and Snežana Božović		43
Accounts Receivable - Related Party		43
Dividends Paid to the Meridian Sellers		43
Zoran Milošević, Chief Executive Officer of the Company and of Meridian Tech d.o.o.		44
Snežana Božović, Chief Operating Officer of Meridian Serbia, Secretary of MeridianBet Group and Company Director (Series C Preferred Director)		44
William Scott, the Company’s Chief Financial Officer, President, Treasurer and Director (Series C Preferred Director)		44

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Anthony Brian Goodman, the Company’s former Chief Executive Officer and former Director		44
Rich Christensen, the Company’s former Chief Financial Officer (Principal Financial/Accounting Officer)		44
Weiting ‘Cathy’ Feng, the Company’s former Chief Operating Officer		44
Thomas E. McChesney, a former member of the Board of Directors of the Company		45
Murray G. Smith, a member of the Board of Directors of the Company		45
Brett Goodman, Vice President of Business Development and son of the Company’s former Chief Executive Officer		45
Articulate Pty Ltd (“Articulate”), 50% owned by Marla Goodman (wife of the Company’s former Chief Executive Officer) and 50% owned by Mr. Goodman, the Company’s former Chief Executive Officer		46
Omar Jimenez, former Chief Financial Officer/Chief Compliance Officer		47
Top Level doo Serbia, MG Canary, and Ino Network		47
Elray Resources Inc., Mr. Goodman, the Company’s former CEO, serves as CEO & Director of Elray, and Ms. Feng, the Company’s former COO, serves as Treasurer and Director of Elray		47
Sale and Purchase Agreement of Share Capital and Related Transactions		48
Series C Preferred Stock		49
Nominating and Voting Agreement		49
Day-to-Day Management Agreement		49
Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital and Related Transactions		50
June 2024 Debt Conversion Agreement		50
Deferred Cash Convertible Promissory Note		50
Promissory Notes		51
Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		51
October 2024 Debt Conversion Agreement		51
February 2025 Debt Conversion Agreement		52
Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		52
April 2025 Post-Closing Cash Consideration Conversion Agreements		52
Seventh Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		52
August 2025 Post-Closing Cash Consideration Conversion Agreement		53
Eighth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		53
Second August 2025 Conversion Agreement		53
Ninth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		54
November 2025 Debt Conversion Agreements		54
Tenth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital		54
Second Amendment to Promissory Notes		54
Indemnification Agreements		54
Review, Approval and Ratification of Related Party Transactions		54

DELINQUENT SECTION 16(A) REPORTS		55

PROPOSAL 1 ELECTION OF DIRECTORS		55

General		55
General Director Qualifications		56
Vote Required To Elect the Director Nominees; Recommendation of the Board of Directors		56

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF AUDITORS		56

General		56
Audit Fees		57
Pre-Approval Policies		57
Required Vote; Recommendation of the Board of Directors		57

STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING		58

Proxy Statement Proposals		58
Other Proposals and Nominations		58

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		59

ANNUAL REPORT		59

ADDITIONAL FILINGS		59

STOCKHOLDER ADVISORY VOTES		59

DOCUMENTS INCORPORATED BY REFERENCE		59

OTHER MATTERS		59

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON		60

COMPANY CONTACT INFORMATION		60

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MERIDIAN HOLDINGS INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Meridian Holdings Inc. (“Meridian,” “we,” “us”, “our” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at our 2026 Annual meeting of stockholders (the “Annual Meeting” or the “Meeting”) to be held on Tuesday, November 17, 2026 at 12:00 P.M. Eastern Standard time virtually at https://edge.media-server.com/mmc/go/mrdn2026agm, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or given to stockholders on or around October 2, 2026. You are invited to attend the Annual Meeting virtually and are requested to vote on the proposals described in this Proxy Statement.

Information Contained in This Proxy Statement

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and executive officers, corporate governance, and certain other required information. Included with this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the “2025 Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

Instructions For The Virtual Annual Meeting

This year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live audio webcast.

To participate in the virtual meeting, visit https://edge.media-server.com/mmc/go/mrdn2026agm and enter the control number on your proxy card, or on the instructions that accompanied your proxy materials.

We recommend you check in/log in to the Annual Meeting 15 minutes before the meeting is scheduled to start so that any technical difficulties may be addressed before the meeting begins.

You may vote during the meeting by following the instructions available on the meeting website during the meeting. To the best of our knowledge, the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report) via the Internet at https://www.iproxydirect.com/mrdn (for common stockholders) and https://www.iproxydirect.com/mrdnp(for holders of Series C Preferred Stock) or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

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Technical Difficulties or Trouble Accessing the Virtual Meeting Website

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 844-399-3386 for assistance.

Record Date and Shares Entitled to Vote

You are entitled to notice of and to vote at the Annual Meeting if you were a stockholder of record as of the close of business on September 28, 2026 (the “Record Date”).

At the close of business on the Record Date, there were 12,681,533 shares of our common stock outstanding, which each vote one vote on all stockholder matters to come before the Meeting (subject to the voting rights of the Series C Preferred Stock described below), and 1,000 outstanding shares of Series C Preferred Stock, which each vote 625 voting shares on all stockholder matters (625,000 voting shares in total). Notwithstanding the above, the Series C Preferred Stock shareholders, voting as a class, have the right to appoint two (2) Directors of the Company (as described in greater detail below).

As such, a total of 13,306,533 voting shares are eligible to be voted at the Annual Meeting. Other than our common stock and Series C Preferred Stock, we have no other voting securities currently outstanding.

In general, holders of common stock and Series C Preferred Stock vote together as a single class. However, for so long as (a) the Company’s Board of Directors has at least five members [as it does currently]; and (b) the Meridian Sellers (defined and discussed below under “MeridianBet Group Acquisition”) collectively beneficially own more than 40% of the Company’s outstanding common stock (without taking into account shares voted by, or convertible into pursuant to, the Series C Preferred Stock)[as they do currently] and for so long as the Series C Preferred Stock is outstanding, the holders of the Series C Preferred Stock, voting separately, have the right to designate for appointment, and appoint, up to two members to the Company’s Board of Directors (the “Series C Directors”). See also “Voting Rights and Principal Stockholders”-“Series C Preferred Stock”, below.

The holders of the Series C Preferred Stock have nominated (1) Mr. William Scott; and (2) Snežana Božović, for appointment at the Annual Meeting, and the holders of the Series C Preferred Stock have the sole right to vote for the appointment of such Series C Directors pursuant to Proposal 1B.

At the Annual Meeting, five directors are to be re-elected as directors, to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors has selected, the following nominees for election: Michael K. Prescott, Atul Bali, and Murray G. Smith (the “Non-Series C Director Nominees”, each to be appointed pursuant to Proposal 1A) and the current Series C Preferred Nominees (defined below), Mr. William Scott and Ms. Snežana Božović (the “Series C Preferred Nominees”, to be appointed pursuant to Proposal 1B), have been nominated by a majority of the holders of the outstanding Series C Preferred Stock, each of whom are currently directors of our company. Each nominee for director has consented to being named in this Proxy Statement and has indicated a willingness to serve if elected.

Any Director elected by holders of shares of Series C Preferred Stock may be removed during such Director’s term of office, either with or without cause, only by the affirmative vote of a majority of the then outstanding shares of Series C Preferred Stock.

Voting Process

If you are a stockholder of record, there are five ways to vote:

☐

At the virtual Annual Meeting. You may vote during the meeting by following the instructions available on the meeting website during the meeting.

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	☐	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice.

	☐	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

	☐	By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card.

	☐	By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). NYSE rules allow brokers, banks and other nominees to vote shares on certain “routine” matters for which their customers do not provide voting instructions. Only Proposal 2 is a “routine” proposal. Therefore, if you do not instruct your broker, bank and other nominee how to vote, your broker, bank and other nominee will have discretionary authority to vote your shares on Proposal 2. A broker non-vote occurs when your bank or broker submits a proxy but does not vote on non-routine proposals, absent specific instructions from you. See also “Voting Requirements for Each of the Proposals”, below.

Providing and Revoking Proxies

Any stockholder giving a proxy may revoke it at any time provided written notice of the revocation is received by our Corporate Secretary before the proxy is voted; otherwise, if received prior to or at the Annual Meeting, properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy or, if no such instructions are given, in accordance with the recommendations of the Board described herein.

Meeting Time and Location: Virtual Annual Meeting

Attendance at the Annual Meeting is limited to holders of record of our common stock and Series C Preferred Stock, or their authorized representatives, at the close of business on the Record Date, and the Company’s guests. If your shares are held in the name of a bank, broker, or other nominee and you plan to attend the Annual Meeting, you must obtain your control number from such bank, broker, or other nominee, or contact Equiniti Trust Company at (919) 744-2722 (option 4), or 1-866-752-VOTE (8683) to obtain your control number, in order to be admitted. No recording of the meeting will be permitted. At the Annual Meeting, stockholders of the Company will be afforded a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

Conduct at the Meeting

The Chairperson of the Meeting has broad responsibility and legal authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting. The Chairperson may exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number of stockholders of the Company, the number of items on the agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure you that every stockholder who wishes to speak on an item of business will be able to do so.

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Voting Requirements for Each of the Proposals

	Proposal	Vote Required	Broker Discretionary Voting Allowed*
1A.	For holders of our common stock and Series C Preferred Stock: Election of three members to our Board, to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified	Plurality of Votes Cast by all stockholders	No
1B.	For holders of our Series C Preferred Stock: Election of two members to our Board, to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified	Majority of the votes cast by the holders of Series C Preferred Stock	No
2	Ratification of the appointment of M&K CPAS, PLLC, as the Company’s independent auditors for the fiscal year ending December 31, 2026	More votes cast in favor of such proposal than are cast against at the Annual Meeting	Yes

For Proposal 1A, the three Non-Series C Director Nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them, and for Proposal 1B, Series C Stock Nominees, provided they each receive the affirmative vote of a majority of the outstanding shares of Series C Preferred Stock, will be elected as directors to serve for a one year term until the 2027 annual meeting of stockholders, unless the elected director(s) is removed or resigns earlier. This means that the three Non-Series C Director Nominees with the most “for” votes will be elected. Thus, shares as to which a stockholder “withholds” voting authority and broker non‑votes will not be counted towards any director nominee’s achievement of a plurality (or majority) and will not affect the outcome of the election of directors (unless that results in the Series C Stock Nominee not receiving a majority of the Series C Preferred Stock vote). Stockholders may not cumulate their votes in favor of any one nominee.

Approval of Proposal 2 requires that more votes are cast in favor of such proposal than are cast against the proposal at the Annual Meeting, provided that a quorum exists at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast, and therefore will have no effect on the outcome of these matters.

Quorum

The presence at the Annual Meeting of the holders of a majority of the outstanding shares of voting stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. You will be deemed to be present if you attend the meeting or if you submit a proxy (including through the mail, by fax or by telephone or the Internet) that is received at or prior to the meeting (and not revoked).

Broker Non-Votes and Abstentions

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and the broker has not received voting instructions from the beneficial owner. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter or proposal.

A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as the ratification of the appointment of M&K CPAs, PLLC as our independent registered public accounting firm (Proposal 2), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on certain “non-routine” matters, which include Proposal 1.

With respect to the election of directors (Proposal 1), under plurality voting, broker non-votes and abstentions have no effect on determining the Non-Series C Director Nominees elected, except to the extent that they affect the total votes received by any particular candidate.

Board of Directors Voting Recommendations

Our Board recommends that you vote your shares:

	☐	“FOR” each of the five nominees to the Board of Directors (Proposal 1).

	☐	“FOR” the ratification of the appointment of M&K CPAS, PLLC, as the Company’s independent auditors for the fiscal year ending December 31, 2026 (Proposal 2).

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Mailing Costs and Solicitation of Proxies

In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile, none of whom will receive any additional compensation for their services. The cost of any solicitation of proxies will be borne by us. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our securities held of record at the close of business on the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection with any such activities.

Inspector of Voting

It is anticipated that representatives of Equiniti Trust Company will tabulate the votes and act as inspector of election at the Annual Meeting.

Voting Instructions

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (Notice) you received in the mail, or, if you requested to receive printed proxy materials, your enclosed proxy card.

Confidential Voting

Independent inspectors count the votes. Your individual vote is kept confidential from us unless special circumstances exist. For example, a copy of your proxy card will be sent to us if you write comments on the card, as necessary to meet applicable legal requirements, or to assert or defend claims for or against the Company.

Stockholder of Record and Shares Held in Brokerage Accounts

If on the Record Date your shares were registered in your name with the Company’s transfer agent, then you are a stockholder of record and you may vote in person at the meeting, by proxy or by any other means supported by the Company. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials (or the Notice) are required to be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

Multiple Stockholders Sharing the Same Address

In some cases, one copy of this proxy statement and the accompanying notice of Annual Meeting of stockholders and 2025 Annual Report is being delivered to multiple stockholders sharing an address, at the request of such stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement or the accompanying notice of Annual Meeting of stockholders or 2025 Annual Report to such a stockholder at a shared address to which a single copy of the document was delivered. Stockholders sharing an address may also submit requests for delivery of a single copy of this proxy statement or the accompanying notice of Annual Meeting of stockholders or 2025 Annual Report, but in such event will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary, at our principal executive offices at 3651 Lindell Road Street, Suite D555, Las Vegas, Nevada 89103, or a stockholder may make a request by calling our Corporate Secretary at (702) 318-7548.

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If you receive more than one Notice of Internet Availability of Proxy Materials, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account as discussed above under “Voting Process” on page 2, or sign and return by mail all proxy cards or voting instruction forms.

Voting Results

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of voting and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Company Mailing Address

The mailing address of our principal executive offices is 3651 Lindell Road Street, Suite D555, Las Vegas, Nevada 89103.

DEFINITIONS

Unless the context requires otherwise, references in this proxy statement to the “Company,” “we,” “us,” “our,” “Meridian”, and “Meridian Holdings” refer specifically to Meridian Holdings Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Proxy Statement only:

	☐	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	☐	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

	☐	“Securities Act” refers to the Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS

This Proxy Statement includes forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of words such as “could,” “should,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain” and “confident” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date of this Proxy Statement. Except as required by law, we do not undertake to update such forward-looking statements. Our business results are subject to a variety of risks, including those considerations or risks that are reflected as “Risk Factors”, “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. These forward-looking statements are based on our current estimates and assumptions and, as such, involve uncertainty and risk. Actual results could differ materially from projected results.

We do not assume any obligation to update information contained in this document, except as required by federal securities laws. Although this Proxy Statement may remain available on our website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Neither our website nor its contents are a part of this Proxy Statement.

Website links included in this Proxy Statement are for convenience only. The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the sections of this proxy statement titled “Audit Committee Report”, “Pay Versus Performance”, and “Relationship Between “Compensation Actually Paid” and Performance” (each to the extent permitted by the rules of the Commission), shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

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REVERSE STOCK SPLIT AND NAME CHANGE

On February 26, 2026, the Company filed both (a) a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, at a ratio of 1-for-12 (the “Reverse Split”), in accordance with Nevada Revised Statutes (“NRS”) Section 78.209; and (b) a Certificate of Amendment to the Company’s Articles of Incorporation, as amended, to affect a name change of the Company to “Meridian Holdings Inc.” (the “Name Change”). Both the Certificate of Change and Certificate of Amendment were approved solely by the Board of Directors of the Company in accordance with the NRS.

Both the Reverse Split and the Name Change became effective on March 3, 2026 at 12:01 a.m. ET (the “Effective Time”).

At the Effective Time, the total number of shares of common stock authorized for issuance under the Company’s Articles of Incorporation was divided by 12 (from 300 million to 25 million); the total number of issued and outstanding shares of common stock of the Company was divided by 12 (from 151.7 million shares to 12.6 million shares); and the total number of shares of common stock held by each stockholder of the Company was converted automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Split divided by 12. No fractional shares were issued in connection with the Reverse Split, and stockholders who would otherwise be entitled to receive a fractional share instead received cash in lieu of such fractional share, based upon the closing sale price of the common stock on the trading day immediately prior to the Effective Time as reported on the Nasdaq Capital Market.

There was no change to the par value of the common stock or preferred stock of the Company or the authorized or outstanding shares of preferred stock of the Company in connection with the Reverse Split; provided that the conversion ratio of such preferred stock was adjusted equitably in connection with the Reverse Split.

In addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) were proportionately adjusted by the applicable administrator, using the 1-for-12 ratio, and rounded down to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. The conversion rates of our preferred stock will also be adjusted in a ratio of 1-for-12. The number of shares issuable upon exercise of our outstanding warrants to purchase shares of common stock outstanding at the Effective Time was also equitably adjusted pursuant to the terms of such securities in connection with the 1-for-12 Reverse Split. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-12 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Split, subject to the terms of such securities.

The effects of the Reverse Split and Name Change have been retroactively effected throughout this Proxy Statement, unless otherwise stated.

MERIDIANBET GROUP ACQUISITION

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the “MeridianBet Purchase Agreement”) with Aleksandar Milovanović (“Milovanović”), Zoran Milošević (“Milošević”) and Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Meridian Sellers”), the former owners of (a) Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); (b) Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; (c) Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and (d) Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (“Meridian Gaming”, and collectively, (a) through (d), “MeridianBet Group”). Pursuant to the Purchase Agreement, on April 9, 2024 (the “Closing Date”), and effective on April 1, 2024, we acquired 100% of MeridianBet Group.

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Božović is Chief Operating Officer of Meridian Serbia, Secretary of MeridianBet Group, and a member of the Board of Directors of the Company; Milošević is the Chief Executive Officer of both the Company and MeridianBet Group and Milovanović is a greater than 5% stockholder of the Company.

REFERENCES TO ADDITIONAL INFORMATION

Included with this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026.

You may also request a copy of this proxy statement and the 2025 Annual Report from Equiniti Trust Company, the Company’s proxy agent, at the following address and telephone number:

Equiniti Trust Company

C/O Issuer Direct Compliance

1110 Centre Point Curve

Suite 101

Mendota Heights, MN 55120

(919) 481-4000, or 1-866-752-VOTE (8683)

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Holders of record of our common stock at the close of business on the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting and holders of record of our Series C Preferred Stock at the close of business on the Record Date will be entitled to 625 votes per share (after adjusting for the Reverse Split) on all matters properly presented at the Annual Meeting. At the close of business on the Record Date, there were 12,681,533 shares of our common stock outstanding, which each vote one vote on all stockholder matters to come before the Meeting (subject to the voting rights of the Series C Preferred Stock described below) and 1,000 outstanding shares of Series C Preferred Stock, which each vote 625 voting shares (after adjusting for the Reverse Split), or 625,000 total voting shares, on all stockholder matters. Notwithstanding the above, the Series C Preferred Stock shareholders, voting as a class, have the right to appoint two (2) Directors of the Company (as described in greater detail below).

As such, a total of 13,306,533 voting shares are eligible to be voted at the Annual Meeting. Other than our common stock, and our Series C Preferred Stock, we have no other voting securities currently outstanding.

In general, holders of common stock and Series C Preferred Stock vote together as a single class. However, for so long as (a) the Company’s Board of Directors has at least five members [as it does currently]; and (b) the Meridian Sellers (defined and discussed below above “MeridianBet Group Acquisition”) collectively beneficially own more than 40% of the Company’s outstanding common stock (without taking into account shares voted by, or convertible into pursuant to, the Series C Preferred Stock)[as they do currently] and for so long as the Series C Preferred Stock is outstanding, the holders of the Series C Preferred Stock, voting separately, have the right to designate for appointment, and appoint, up to two members to the Company’s Board of Directors. See also “Voting Rights and Principal Stockholders”-“Series C Preferred Stock”, below.

In connection with such nominating and voting rights, the holders of the Series C Preferred Stock have nominated Mr. William Scott and Ms. Snežana Božović as Series C Director Nominees, and the holders of the Series C Preferred Stock have the sole right to vote for the appointment of such Series C Director Nominees.

At the Annual Meeting, five directors are to be re-elected as directors, to hold office until the 2027 Annual Meeting of stockholders and until their respective successors are duly elected and qualified. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors has selected, the following nominees for election: Michael K. Prescott, Atul Bali, and Murray G. Smith and the current Series C Preferred Nominees, Mr. William Scott and Ms. Snežana Božović, have been nominated by a majority of the holders of the outstanding Series C Preferred Stock, each of whom are currently directors of our company. Each nominee for director has consented to being named in this Proxy Statement and has indicated a willingness to serve if elected.

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Our stockholders do not have dissenters’ rights or similar rights of appraisal with respect to the proposals described herein and, moreover, do not have cumulative voting rights with respect to the election of directors.

Security Ownership of Management and Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock and Series C Preferred Stock by (i) each person who is known by the Company to own beneficially more than five percent (5%) of our outstanding voting stock; (ii) each of our directors; (iii) each of our Named Executive Officers (as such term is defined under “Executive Compensation” – “Summary Executive Compensation Table”); and (iv) all of our current executive officers and directors as a group, as of the Record Date.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Record Date, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company, and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 3651 Lindell Road Street, Suite D555, Las Vegas, Nevada 89103.

Name of Beneficial Owner	Common Stock Beneficially Owned			Percent of Common Stock Beneficially Owned			Series C Preferred Stock Beneficially Owned ⁽¹⁾		Percent of Series C Preferred Stock Beneficially Owned			Total Voting Shares ⁽²⁾		Percent of Total Voting Shares
Named Executive Officers and Directors:
William Scott		90,926	⁽³⁾	*		%		—		—			90,926	*		%
Zoran Milošević		769,193	⁽⁴⁾		6.1	%		100		10.0	%		831,685		6.3	%
Zhe ‘Scott’ Yan		5,019			*	%		—		—			5,019		*	%
Snežana Božović		382,807	⁽⁵⁾		3.0	%		50		5.0	%		414,053		3.1	%
Atul Bali		—			—			—		—			—		—
Murray G. Smith		11,666		*		%		—		—			11,666	*		%
Michael K. Prescott		—			—			—		—			—		—
Anthony Brian Goodman^(£)		698,289	⁽⁶⁾		5.5	%		—		—			698,289		5.2	%
Weiting ‘Cathy’ Feng ^(£)		237,810			1.9	%		—		—			237,810		1.8	%
Rich Christensen ^(£)		17,187		*		%		—		—			17,187	*		%
All directors and executive officers as a group (seven persons)		1,259,599			9.9	%		150		15.0	%		1,353,349		10.2	%

Aleksandar Milovanović ⁽⁷⁾		7,666,917	⁽⁸⁾		60.5	%		850		85.0	%		8,198,097		61.6	%

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* Under 1%.

	(£)	Former Named Executive Officer, no longer serving as an officer or director of the Company. Beneficial ownership is based on either (a) the last beneficial ownership disclosed to the Company from such persons; or (b) the record shareholders list of the Company as of the Date of Determination, and may not reflect the total number of shares of common stock of the Company beneficially owned by the noted individual as of such date.

	(1)	Each share of Series C Preferred Stock entitles the holder to 625 votes on all matters presented to the Company’s stockholders for a vote of stockholders, whether such vote is taken in person at a meeting or via a written consent (625,000 votes in aggregate for all outstanding shares of Series C Preferred Stock), and also has certain director appointment rights discussed below under “Series C Preferred Stock”.

	(2)	Based on 13,306,533 total voting shares, including 12,681,533 shares voted by the common stock, and 625,000 shares voted by the Series C Preferred Stock.

	(3)	Includes 85,510 shares of common stock held by Deansgate L.L.C.-FZ, which entity is owned and controlled by Mr. Scott.

	(4)	Ownership includes 769,185 shares of common stock, and 100 shares of Series C Preferred Stock. Also includes 8 shares which may be issuable to Mr. Milošević upon the conversion of the 100 shares of Series C Preferred Stock.

	(5)	Ownership includes 382,803 shares of common stock, and 50 shares of Series C Preferred Stock. Also includes 4 shares which may be issuable to Ms. Božović upon the conversion of the 50 shares of Series C Preferred Stock.

	(6)	Ownership includes 407,416 shares of common stock held individually and 290,873 shares of common stock beneficially owned by Luxor Capital, LLC, which entity, and shares, Mr. Goodman is deemed to beneficially own. All information comes from the Schedule 13D/A filed by Mr. Goodman with the SEC on September 18, 2026.

	(7)	Address: Drinicka 2 Belgrade, Serbia.

	(8)	Ownership includes 7,666,847 shares of outstanding common stock, and 850 shares of Series C Preferred Stock. Also includes 70 shares which may be issuable to Mr. Milovanović upon the conversion of the 850 shares of Series C Preferred Stock.

Series C Preferred Stock

On April 4, 2024, in contemplation of the closing of the transactions contemplated by the MeridianBet Purchase Agreement, and pursuant to the power provided to the Company by the Articles of Incorporation of the Company, as amended, the Company’s Board of Directors approved the adoption of, and filing of, a Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock (the “Series C Designation”), which was filed with, and became effective with, the Secretary of State of Nevada on the same date. The Series C Designation designated 1,000 shares of Series C Preferred Stock. The 1,000 shares of Series C Preferred Stock were issued to the Meridian Sellers at the closing of the transactions contemplated by the MeridianBet Purchase Agreement.

The holders of the Series C Preferred Stock, voting as a class, vote together with the holders of the Company’s common stock on all shareholder matters. At each vote, each share of Series C Preferred Stock entitles the holder 625 votes (after adjusting for the Reverse Split) on all matters presented to the Company’s shareholders for a vote of shareholders, whether such vote is taken in person at a meeting or via a written consent (625,000 votes in aggregate for all outstanding shares of Series C Preferred Stock).

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Additionally, for so long as (a) the Company’s Board of Directors has at least five members [as it does currently]; and (b) the Meridian Sellers collectively beneficially own more than 40% of the Company’s outstanding common stock (without taking into account shares voted by, or convertible into pursuant to, the Series C Preferred Stock)[as they do currently] and for so long as the Series C Preferred Stock is outstanding, the holders of the Series C Preferred Stock, voting separately, have the right to designate for appointment, and appoint, two members to the Company’s Board of Directors. If (x) the Company’s Board of Directors has less than five members, or (y) the Meridian Sellers ever collectively beneficially own 40% or less of the Company’s outstanding common stock, the holders of the Series C Preferred Stock, voting separately, will have the right to designate for appointment, and appoint, one member to the Board of Directors. The holders of the Series C Preferred Stock also have the sole right to remove such persons solely appointed by the Series C Preferred Stock and to fill vacancies in such appointees.

See also the following table summarizing the above director appointment rights provided to the holders of the Series C Preferred Stock:

Percent Beneficial Ownership of Common Stock held by the Meridian Sellers	Total Directors on the Board of Directors	Total Directors the Holders of the Series C Preferred Stock Can Appoint
Greater than 40%	Five	Two
	Less than five	One
40% or less, but at least 10%	Any number	One
Less than 10%	Any number	None (because under that threshold, the Meridian Sellers’ Series C Preferred Stock automatically converts into common stock, meaning the Director-appointment right terminates)

The holders of the Series C Preferred Stock have nominated two people to the Board of Directors, William Scott, and Snežana Božović. Only the holders of the Series C Preferred Stock have the right to vote for the Series C Directors, Mr. Scott and Ms. Božović, at meetings of stockholders.

Change of Control

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

CORPORATE GOVERNANCE

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.

Board Leadership Structure

Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.

Our current leadership structure is comprised of a Chairman of the Board (Mr. William Scott) and a separate Chief Executive Officer (“CEO”), Mr. Zoran Milošević. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. The Board of Directors does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. Our Board of Directors believes that the Company’s current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company’s CEO, Mr. Milošević) and the members of our Board of Directors. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Chairman to facilitate our Board of Directors’ oversight of management, promote communication between management and our Board of Directors, and support our Board of Directors’ consideration of key governance matters.

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The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

The Board evaluates its structure periodically, as well as when warranted by specific circumstances, in order to assess which structure is in the best interests of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

The Board of Directors exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company’s processes to manage business and financial risk and financial reporting risk. It also reviews the Company’s policies for risk assessment and assesses steps management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation programs and policies. In each case management periodically reports to our Board or relevant committee, which provides guidance on risk assessment and mitigation. The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to the Company’s Board of Directors, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends changes to the Company’s Corporate Governance Guidelines, and establishes the process for conducting the review of the Chief Executive Officer’s performance. (The Company’s committees are described in greater detail below).

While the Board and its committees oversee the Company’s strategy, management is charged with its day-to-day execution. To monitor performance against the Company’s strategy, the Board receives regular updates and actively engages in dialogue with management.

Family Relationships

There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Arrangements between Officers and Directors

There is no arrangement or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, except in connection with outstanding Series C Preferred Stock discussed in greater detail above under “Voting Rights and Principal Stockholders”-“Series C Preferred Stock”. There are also no arrangements, agreements or understandings to our knowledge between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

Other Directorships

No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act or which otherwise are required to file periodic reports under the Exchange Act.

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Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our executive officers or directors have been involved in any of the following events during the past ten years, except as discussed under their biographical information, above: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

Board of Directors Meetings

During the year ended December 31, 2025, the Board held thirteen formal meetings of the Board, and took various actions via the unanimous written consents of the Board. All members of the Board of Directors attended at least 75 percent of the aggregate of (i) the total number of meetings of the Board of Directors held during the year ended December 31, 2025; and (ii) the total number of meetings held by all Committees of the Board of Directors on which he or she served during the year ended December 31, 2025. The Company held an annual meeting of stockholders on November 6, 2025, which was attended by each member of the Board of Directors of the Company. Each director of the Company is encouraged to be present at annual meetings of stockholders. Members of the Board of Directors are encouraged, but not required, to be present at annual meetings of stockholders, absent exigent circumstances that prevent their attendance. Where a director is unable to attend an annual meeting in person, but is able to do so by electronic conferencing, the Company will arrange for the director’s participation by means where the director can hear, and be heard, by those present at the meeting.

Board Committee Membership

Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. All three committees are composed solely of independent directors. You can review the charters for our standing committees by accessing our public filings at the SEC’s website at www.sec.gov (as discussed below) or on our website at https://meridian-holdings.com/governance-documents. Unless specifically stated herein, documents and information on our website are not incorporated by reference in this proxy statement.

The current members of the committees of our Board of Directors are as follows:

	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William Scott ⁽¹⁾
Atul Bali	☒	M	C	M
Murray G. Smith	☒	C	M	C
Snežana Božović
Michael K. Prescott	☒	M

(1) Chairman of Board of Directors.

C - Chairman of Committee.

M - Member.

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Each of these committees has the duties described below and operates under a charter that has been approved by our Board of Directors.

Committees of the Board

Audit Committee

Nasdaq listing standards and applicable SEC rules require that the Audit Committee of a listed company be comprised solely of independent directors. We have established an Audit Committee of the Board of Directors, which currently consists of Michael K. Prescott, Atul Bali and Murray G. Smith. Each member of the Audit Committee meets the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee is financially literate.

The Audit Committee has been established by the Board to oversee our accounting and financial reporting processes and the audits of our financial statements.

The Board has selected the members of the Audit Committee based on the Board’s determination that the members are financially literate and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

The Board has also determined that Mr. Smith is an “audit committee financial expert” (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (“GAAP”) and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. Smith has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical information discussed below under “Board of Directors—Director Nominees”, below.

The Audit Committee has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee. The Audit Committee is also tasked with reviewing related party transactions.

The Audit Committee’s responsibilities also include (1) reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection with their required certifications accompanying the Company’s periodic reports to be filed with the SEC, including disclosures to the Committee of (a) significant deficiencies in the design or operation of internal controls, (b) significant changes in internal controls, and (c) any fraud involving management or other employees who have a significant role in the Company’s internal controls; (2) reviewing and discussing the Company’s quarterly financial results and related press releases, if any, with management and the independent auditors prior to the release of such information to the public; (3) reviewing with the management the proposed scope and plan for conducting internal audits of Company operations and obtaining reports of significant findings and recommendations, together with management’s corrective action plans; (4) seeking to ensure the corporate audit function has sufficient authority, support and access to Company personnel, facilities and records to carry out its work without restrictions or limitations; (5) reviewing the corporate audit function of the Company, including its charter, plans, activities, staffing and organizational structure; (6) reviewing progress of the internal audit program, key findings and management’s action plans to address findings; (7) periodically reviewing the Company’s policies with respect to legal compliance, conflicts of interest and ethical conduct; (8) seeking to ensure the adequacy of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters, including the confidential submission of complaints by employees regarding such matters; and (9) recommending to the Board any changes in ethics or compliance policies that the Committee deems appropriate.

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Compensation Committee

The Compensation Committee, which is comprised exclusively of independent directors, is responsible (together with the Board) for the administration of our stock compensation plans, approval, review and evaluation of the compensation arrangements for our executive officers and directors, and oversees and advises the Board on the adoption of policies that govern the Company’s compensation and benefit programs. In addition, the Compensation Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Compensation Committee.

Specifically, the principal responsibilities and functions of the Compensation Committee are as follows: (1) review the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s stockholders. Assist the Board of Directors in establishing CEO annual goals and objectives; (2) review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans; (3) review and approve the compensation structure for executives; (4) oversee an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. Review and approve compensation packages for new executive officers and termination packages for executive officers; (5) review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans; (6) periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director; (7) review periodic reports from management on matters relating to the Company’s compensation practices; (8) produce an annual report of the Compensation Committee on executive compensation for the Company’s annual Proxy Statement in compliance with and to the extent required by applicable SEC rules and regulations and any relevant listing authority; (9) obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations about, among other things, changes to the charter of the Committee; and (10) take other actions that the Board shall reasonably request.

Compensation Committee Interlocks and Insider Participation

As described above, the current members of the Compensation Committee are independent members of our Board of Directors. No member of the Compensation Committee is an employee or a former employee of the Company. During fiscal 2025, none of our executive officers served on the Compensation Committee (or its equivalent) or Board of Directors of another entity whose executive officer served on our Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

Nominating and Governance Committee

The Nominating and Governance Committee, which is comprised exclusively of independent directors, is responsible for identifying prospective qualified candidates to fill vacancies on the Board, recommending director nominees (including chairpersons) for each of our committees, developing and recommending appropriate corporate governance guidelines and overseeing the self-evaluation of the Board.

In considering individual director nominees and Board committee appointments, our Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist the Company in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating and Governance Committee considers a person’s attributes (e.g., professional experiences, skills, and background) as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, professional experience, skills and background, are just a few of the attributes that the Nominating and Governance Committee takes into account. In evaluating prospective candidates, the Nominating and Governance Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for Board and Board committee service.

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While there are no specific minimum requirements that the Nominating and Governance Committee believes must be met by a prospective director nominee, the Nominating and Governance Committee does believe that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board and Board committee service. Furthermore, the Nominating and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and our industry.

The Nominating and Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Governance Committee also regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or other circumstances. In addition, the Nominating and Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year.

The Committee evaluates director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director nominees with the Board. The Committee selects nominees that best suit the Board’s current needs and recommends one or more of such individuals for election to the Board.

The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, and other information as required by the Company’s Bylaws, are properly submitted in writing to the Secretary of the Company in accordance with the Bylaws and applicable law. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

Controlled Company Status

Because Aleksandar Milovanović and the other Meridian Sellers control a majority of our outstanding voting power, we are a “controlled company” under Nasdaq Marketplace Rules. Therefore, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to meet the requirements under the Nasdaq listing rules for smaller reporting companies, such as the Company, which requires a board of directors be comprised of a majority of independent directors and to have a compensation, nominating and governance committee comprised of independent directors, as more fully described herein.

Director Independence

Our common stock is listed on the Nasdaq Capital Market under the symbol “MRDN”. Nasdaq requires us to have independent members of our Board of Directors. Our Board of Directors has determined that each of Michael K. Prescott, Atul Bali and Murray G. Smith is an independent director as defined under the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated.

Furthermore, the Board has determined that each of the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, is independent within the meaning of Nasdaq director independence standards applicable to members of such committees, as currently in effect.

The Compensation Committee members also qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act.

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Website Availability of Documents

The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business Conduct and Ethics can be found on our website at https://meridian-holdings.com/governance-documents. Unless specifically stated herein, documents and information on our website are not incorporated by reference in this proxy statement.

Stockholder Communications with the Board of Directors

In connection with all other matters other than the nomination of members of our Board of Directors (as described above), our stockholders and other interested parties may communicate with members of the Board of Directors by submitting such communications in writing to our Secretary, 3651 Lindell Road, Suite D555, Las Vegas, Nevada 89103, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular member of the Board of Directors, the communication will be forwarded to a Board member to bring to the attention of the Board.

Executive Sessions of the Board of Directors

The independent members of our Board of Directors meet in executive session (with no management directors or management present) from time to time. The executive sessions include whatever topics the independent directors deem appropriate.

Potential Conflicts of Interest

Although we do not have written procedures in place to address conflicts of interest that may arise between our business and the future business activities of our directors and officers, except as described in greater detail below under “Certain Relationships and Related Transactions—Related Party Transaction Policy”, we do adhere to requirements that any deemed conflict is discussed at Board of Director meetings and with the Company’s legal counsel.

Code of Business Conduct and Ethics

On August 13, 2020, the Company’s Board of Directors adopted a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all officers, directors and employees and includes compliance and reporting requirements, procedures for conflicts of interest, public disclosures, requirements for the compliance with laws, rules and regulations and requirements relating to employment practices, duties relating to corporate opportunities, confidentiality, fair dealing, and the use of Company assets.

We intend to disclose any amendments or future amendments to our Code of Business Conduct and Ethics and any waivers with respect to our Code of Business Conduct and Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions on our corporate website within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Business Conduct and Ethics to any such officers or employees to date.

Policy on Equity Ownership

The Company does not have a policy on equity ownership at this time.

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Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)

Dodd-Frank requires public companies to provide stockholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “say on pay,” as well as an advisory vote on how often the company will present say on pay votes to its stockholders. The Company’s stockholders voted on say-on-pay matters in 2025 and have previously approved a three year-frequency for future “say on pay” votes, with the next such vote expected to be held at the Company’s 2028 annual meeting, unless the Board determines to hold such vote earlier in its sole discretion.

Compensation Recovery and Clawback Policies

Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any).

On September 22, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors will recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

Insider Trading/Anti-Hedging Policies

The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company also plans to follow procedures for the repurchase of any shares of its securities. The Company believes that its insider trading policy and planned repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

To ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The policy also prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading and includes specific anti-hedging provisions.

Pursuant to the anti-hedging provisions, the Company prohibits executive officers, directors, and employees from engaging in transactions involving derivative securities, such as put and call options, and short sales, that could generate profit from a decline in the Company’s stock price. While other hedging transactions are not outright banned, they are strongly discouraged as they may misalign the interests of Company insiders with shareholders and encourage excessive risk-taking.

The above anti-hedging restriction does not however apply to stock options granted by the Company, nor does it apply to using Company securities for option exercises or tax payments in transactions directly with the Company.

The Company also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan unless the pledgor has the clear financial capability to repay the loan without resort to the pledged securities.

A copy of the Company’s insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

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Rule 10b5-1 Trading Plans

Our executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the executive officer or director when entering into the plan, without further direction from them. The executive officer or director may amend or terminate the plan in specified circumstances.

Policy on Timing of Award Grants

The Compensation Committee and the Board have not established policies and practices (whether written or otherwise) regarding the timing of option grants, stock appreciation rights and similar awards, or other awards, in relation to the release of material nonpublic information (“MNPI”) and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers, provided that we do not currently anticipate granting stock options to employees or executives. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our and our significant subsidiaries’ executive officers:

Name	Position	Age
Zoran Milošević	Chief Executive Officer (Principal Executive Officer) of the Company and Chief Executive Officer of the MeridianBet Group	51
William Scott	Chief Financial Officer, Chairman, President and Treasurer	62
Zhe ‘Scott’ Yan	Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer	35
Snežana Božović	Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and Company Director (Series C Preferred Director)	45

Below is information regarding each executive officer’s biographical information, including their principal occupations or employment for at least the past five years, and the names of other public companies in which such persons hold or have held directorships during the past five years.

Zoran Milošević — Chief Executive Officer (Principal Executive Officer) of the Company and Chief Executive Officer of the MeridianBet Group — Mr. Milošević was appointed as our Chief Executive officer on July 31, 2026 (replacing Mr. Scott, who had been serving as interim Chief Executive Officer since December 12, 2025).

Mr. Milošević has been with the MeridianBet Group since March 2003 (serving as an executive in various MeridianBet Group departments including: Marketing, Risk Management, Online Betting & Software Development) and became the Chief Executive Officer of the MeridianBet Group in 2008, including serving as Chief Executive Officer of certain of their subsidiaries, including Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia. Mr. Milošević serves on the Board of numerous private companies, including each of the MeridianBet Group, My Best Odds, which is a Belgian entity, and Global Meridian Gaming N.V., which is a Curacao entity. Under his leadership, the MeridianBet Group expanded their brand portfolio and improved their market share in Europe, Africa, and Latin America, supplying services in over 30 different jurisdictions.

Mr. Milošević was a member of the Parliament of the Republic of Serbia from 1997 to 2001, a member of the Belgrade City Parliament from 2004 to 2008 and a Board Member of the Serbia National Lottery in 2012.

Mr. Milošević graduated from the University of Belgrade, in Belgrade Serbia, with a degree in Industrial Engineering.

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William Scott — Chief Financial Officer, Chairman, President and Treasurer— Information regarding Mr. Scott is set forth below under “Board of Directors—Director Nominees”.

Zhe ‘Scott’ Yan — Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer — Mr. Yan has served as financial accounting manager of the Company and its wholly-owned subsidiaries, as an employee of Global Technology Group, Pty Ltd, the Company’s wholly-owned subsidiary, since February 2022. Prior to that, Mr. Yan served as a financial consultant to the Company from June 2019 to February 2022. Mr. Yan is a licensed Certified Public Accountant in Australia and has passed Level II of the CFA Program. Mr. Yan received a Master of Commerce Degree from the University of Sydney and a Master of Professional Accounting Degree from the University of New South Wales in Sydney, Australia.

Snežana Božović — Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and Series C Preferred Company Director — Information regarding Ms. Božović is set forth below under “Board of Directors—Director Nominees”.

BOARD OF DIRECTORS

General

Our current directors are as follows:

Name of Director	Age	Position	Date First
			Appointed as
			Director
William Scott	62	Chairman (Series C Preferred Director)	April 2024
Michael K. Prescott	60	Director	July 2026
Atul Bali	55	Director	December 2025
Murray G. Smith	55	Director	August 2020
Snežana Božović	45	Chief Operating Officer of Meridian Serbia and Company Director (Series C Preferred Director)	January 2025

Director Nominees

Any vacancy occurring between stockholders’ meetings in any of the three Board of Directors positions not held by the Series C Preferred Nominees, including vacancies resulting from an increase in the number of Directors may be filled by the Board of Directors. A vacancy in any Series C Preferred Nominee position may be filled by the affirmative vote of at least a majority of the then outstanding shares of Series C Preferred Stock. A Director elected to fill a vacancy shall hold office until the next annual stockholders’ meeting.

There is no arrangement or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board, except in connection with the rights of the holders of the Series C Preferred Stock, discussed in greater detail under “Voting Rights and Principal Stockholders”-“Series C Preferred Stock”.

There are also no arrangements, agreements or understandings to our knowledge between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

Although we do not anticipate that any nominee will be unavailable for election, if a nominee is unavailable for election, the persons named as proxyholders will use their discretion to vote for any substitute nominee in accordance with their best judgment as they deem advisable.

We have described the skills and experiences below that we believe will allow directors to provide critical insights on the Company’s strategic imperatives and make significant contributions to board deliberations. In the matrix that follows, we have highlighted the skills and attributes of each director nominee.

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	William Scott	Murray G. Smith	Atul Bali	Snežana Božović	Michael K. Prescott
Executive Leadership	●	●	●	●	●
Financial Expertise / Investment	●	●	●	●	●
Technology	●		●
Cybersecurity
Risk and Compliance	●	●	●	●	●
Growth/Transformation	●		●	●
Public Company Board Experience	●	●	●	●	●
Legal, Regulatory and Public Policy	●	●	●	●	●
Environmental	●
Social	●		●	●	●
Governance	●	●	●	●	●
Global Operations	●	●	●	●	●
Manufacturing/Supply Chain	●	●	●
Strategic Planning	●		●	●	●

Information regarding the director nominees is provided below:

William Scott (Chairman), Chief Financial Officer, President, Treasurer and Series C Preferred Stock Director

Mr. Scott has served as a member of the Board of Directors, and as Chairman of the Board, since April 2024. Since July 2026, he has served as Chief Financial Officer and Treasurer of the Company. From July 2026 to October 2026, Mr. Scott served as the Principal Financial Officer and Principal Accounting Officer of the Company. From December 2025 to July 2026, he served as Interim Chief Executive Officer and Principal Executive Officer of the Company. Mr. Scott also serves as President of the Company, which position he has occupied since February 2026.

Since June 2013, Mr. Scott has served as a director of Warrenside Limited – London, a gambling consultancy firm where he provides advisory services. From July 2004 to June 2013, Mr. Scott served as Vice President of Corporate Strategy and Vice President – Interactive, of GTECH (now IGT) London, a gaming and lottery technology provider where he served as a Vice President in the interactive division. From July 2002 to April 2004, Mr. Scott served as an advisor to ICW Holdings Limited – London, which is a power systems provider. From June 2000 to April 2002, Mr. Scott served as Finance Director of Coffee Republic plc London. Prior to that, he held various finance, managerial and director roles in various industries including over 5 years at Arthur Andersen in South Africa and the United Kingdom. Mr. Scott also currently serves on the Board of Directors of a number of private companies, mainly in the gaming industry, including Ithuba Holdings (RF)(Pty)Ltd, a lottery operator located in South Africa where he serves on both the Board of Directors and the Audit and Risk Committee of, Board of Directors of Fincore Limited – London, a technology provider to the gambling industry and government/banks. Mr. Scott also serves on the Board of Directors of a charity organization, Education Africa, as well as a “know your client”/anti-money laundering organization based in London, England. Mr. Scott also served as a member of the Board of Directors of Playgon Games Inc. (OTCMKTS:PLGNF), a licensor of digital content for the iGaming market, from October 2018 to May 2023. Mr. Scott is a member of the Chartered Accountants of South Africa. Mr. Scott obtained a Bachelor of Commerce degree from the University of Witwatersrand, in Johannesburg, South Africa, with Honors.

Director Qualifications: The Board has concluded that Mr. Scott’s experience in the gaming industry qualifies him for service as a member of the Board of Directors.

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Murray G. Smith:

Director

Mr. Smith is a licensed Certified Public Accountant in the State of Oregon, with over twenty-eight years’ accounting and finance leadership experience. Mr. Smith is also a Certified Fraud Examiner. Mr. Smith has operated his own consulting practice focusing on financial process improvement, client training to perform accounting procedures, Sarbanes-Oxley compliance and internal audit outsourcing, MGS Consulting, LLC, since March 2008. Since June 2020, Mr. Smith has also served as President and Founder of Complete Freedom Beverage, LLC d/b/a Cascadia Can Company, an Aluminum can brokering and mobile canning service company. Mr. Smith served as the Divisional Chief Financial Officer and corporate controller of Craft Canning + Bottling, LLC, a wholly-owned subsidiary of Eastside Distilling, Inc. (NASDAQ:EAST), a Nasdaq company, from October 2016 to September 2020. From February 2018 to March 2019, Mr. Smith served as Chief Financial Officer of Genesis Financial, Inc. (an OTC listed company) in the financial technology space. He also served as the Chief Financial Officer for Jewett-Cameron Trading Company, Ltd. (NASDAQ:JCTCF), a Nasdaq company, from September 2009 to June 2015. Mr. Smith previously served as the Chief Financial Officer for Paulson Capital Corp. (NASDAQ:PLCC), a Nasdaq company, from 2006-2014 where he co-led a reverse merger transaction of the parent company, while navigating the regulatory hurdles of the SEC, Nasdaq & FINRA simultaneously spinning out the Broker-Dealer subsidiary to a new ownership group and creating a $10 Million liquidating trust. Mr. Smith’s other previous employers have included positions with Intel Corporation (Accounting Management), Arthur Andersen (CPA and Consulting Services), and Allegheny Teledyne, Inc. (Internal Audit). He is a graduate of the University of Washington, with a Bachelor of Arts degree awarded in 1993 in Business Administration with a concentration in Accounting. Mr. Smith also previously held the following FINRA Licenses: Series 7, 27 and 66.

Director Qualifications: The Board has concluded that Mr. Smith’s accounting and finance leadership background and experience qualifies him for service as a member of the Board of Directors.

Atul Bali:

Director

Mr. Bali served as the Chairman of Instant Win Gaming, a UK-based developer of digital instant win games for state lotteries, from 2014 to 2025, and continues as an advisor and Board observer. Since 2021, he has been the Chairman of The Football Pools Ltd, a 103 year old UK-based operator of offline and online pool games and since April 2019 has served as an advisor of Fincore Ltd a gaming and fintech software provider. Since March 2017, he has served as a non-executive director and audit committee chair of Rainbow Rare Earths PLC (LSE:RRE), a UK listed company focused on the sustainable extraction and recovery of critical rare earth elements. Since November 2017, Mr. Bali has served as Advisory Board Chairman of Ingenuity Gaming Private Ltd, a service company in the online and land-based gaming industry, and since April 2021, Mr. Bali has served as a strategic advisor to Football 1x2 Ltd., a provider of iGaming content.

From November 2019 to July 2025, Mr. Bali served as the Lead Independent Director of Everi Holdings Inc (NYSE:EVRI), a US fintech and games provider to the Casino industry. From May 2016 to August 2021, Mr. Bali was chairman (designate) of Meridian Tech Holdings, an online sports betting and gaming group, which the Company acquired in April 2024. From May 2014 to April 2021, Mr. Bali served as deputy chairman/advisor of Gaming Realms PLC (LSE:GMR), a UK-based developer, licensor, and distributor of mobile-focused gaming content. From October 2016 to September 2020, Mr. Bali served as a senior advisor Novomatic AG, a leading European gaming machines operator and manufacturer and from May 2018 to July 2019, as a director and advisor of Desert Lion Energy (TSX:DLI). From June 2012 to March 2014, Mr. Bali served as President and CEO of Aristocrat Technologies Inc., a US-based subsidiary of the Australian company, Aristocrat Leisure Limited (ASX: ALL), a leading provider of games and technology to the global casino and lottery industry. From April 1997 to August 2010, Mr. Bali also held various leadership positions and was corporate officer with GTECH Corporation (NYSE:GTK), the leading provider of global lottery and gaming systems, including as President and CEO of its G2 digital gaming and sports betting division between September 2007 and August 2010.

From July 2017 to June 2026, Mr. Bali served 3 terms as a Trustee of the Bush School in Seattle, a 102 year old independent school, during which time he Chaired the Finance Committee, the Capital Task Force and Strategic Planning Committee and currently Chairs a special committee focused on Strategic Partnerships. He received a bachelor’s degree in Law and Economics (with honors) from Keele University, England and is a Fellow of the Institute of Chartered Accountants in England and Wales.

Director Qualifications: The Company believes that Mr. Bali’s extensive experience in the global gaming and iGaming industries, including online gaming platforms, sports betting, and gaming technology, qualifies him to serve as a member of the Board of Directors and that his prior service as a senior executive and board member of multiple gaming operators and suppliers will provide valuable operational, technological, and regulatory insight to the Board of Directors.

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Snežana Božović:

Chief Operating Officer of Meridian Serbia and Company Director (Series C Preferred Director)

Since May 2022, Ms. Božović has served as the Chief Operating Officer of Meridian Serbia, overseeing Meridian Serbia’s financial strategy and managing budgets. Prior to that, Ms. Božović held various other roles with Meridian Serbia, including from May 2018 to May 2022, serving as Chief Financial Officer; from March 2008 to May 2018, serving as General Director; from January 2006 to March 2008, serving as Financial Director; and from December 2003 to January 2006, serving as a betting shop manager/croupier. Ms. Božović has also served as a Director of Meridian Tech since May 2022, as a General Director of Meridian Malta since May 2016, and as General Director of Fair Champions Meridian Ltd., a majority owned subsidiary of Meridian Gaming Malta, since December 2015. Ms. Božović received her bachelor's degree from the University Union in Belgrade, Serbia, in Business Management.

Director Qualifications: We believe Ms. Božović’s significant experience in the gaming industry will be beneficial to the Board of Directors.

Michael K. Prescott:

Director

Mr. Prescott has served as an Adjunct Professor at Roger Williams University School of Law since August 2020. Since April 2025, Mr. Prescott has served as a director of Ingenuity Gaming Pvt. Ltd. Since October 2023, Mr. Prescott has served as Counsel with Nixon Peabody LLP, an Am Law 100 law firm. Prior to joining Nixon Peabody, Mr. Prescott served as partner with Hinckley Allen from October 2021 to October 2023. From February 2019 to February 2021, Mr. Prescott served as Senior Advisor and Special Counsel to the Governor for Rhode Island, Governor Gina M. Raimondo. In this role, Mr. Prescott advised the Governor and her staff on various business and legal matters. Prior to that, Mr. Prescott was Senior Vice President and General Counsel from 2007 to 2018, and Vice President Deputy General Counsel from 2001 to 2007, at GTECH Corporation/IGT for the company’s Gaming and Lottery divisions. Mr. Prescott was responsible for managing and overseeing legal matters and was also responsible for monetizing IGT’s extensive global intellectual property portfolio in a separate business unit. Prior to joining IGT, Mr. Prescott was a corporate attorney at Edwards Angell (now Troutman Pepper Locke). Mr. Prescott also serves on the Board of Trustees of Miriam Hospital, Providence, Rhode Island.

Mr. Prescott is admitted to practice law in the states of Connecticut and Rhode Island and was selected, through a peer-review survey, for inclusion in The Best Lawyers in America 2026 in the fields of Corporate Law and Mergers and Acquisitions Law.

Mr. Prescott earned his Bachelor of Arts degree in Political Science and History from Northwestern University, and his Juris Doctor from Emory University School of Law.

Qualifications of All Directors of the Board

The Company believes that Mr. Prescott’s extensive legal, regulatory, corporate governance, and gaming industry experience qualifies him to serve as a member of the Board of Directors. Mr. Prescott’s prior service as Senior Vice President and General Counsel of GTECH Corporation/IGT, including for its Gaming division, provides the Board with significant insight into the legal, regulatory, operational, intellectual property, and commercial issues affecting the gaming industry. In addition, his experience advising the Governor of Rhode Island and other state leaders on business and legal matters, his background in mergers and acquisitions and corporate law, and his service as an adjunct law professor and hospital trustee provide the Board with valuable perspective on governance, risk oversight, regulatory affairs, and strategic transactions.

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AUDIT COMMITTEE REPORT

The Audit Committee, which is comprised exclusively of independent directors, represents and assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.

In connection with the audited financial statements of the Company for the year ended December 31, 2025, the Audit Committee of the Board of Directors of the Company (1) reviewed and discussed the audited financial statements with the Company’s management and the Company’s independent auditors; (2) discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission; (3) received and reviewed the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by the Company’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements for the year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Respectfully submitted,

Audit Committee

/s/ Murray G. Smith, Chair

/s/ Atul Bali

/s/ Michael K. Prescott

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EXECUTIVE COMPENSATION

Summary Executive Compensation Table

The following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named Executive Officers” for services provided for the year ended December 31, 2025 (“2025”) and the year ended December 31, 2024 (“2024”). Our Named Executive Officers include persons who (i) served as our principal executive officer or acted in a similar capacity for the twelve months ended December 31, 2025 and December 31, 2024, (ii) were serving as of December 31, 2025, as our two most highly compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.

Name and principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)#⁽⁵⁾			Option awards ($)#		Nonequity incentive plan compensation ($)⁽⁸⁾		All other compensation ($)⁽⁹⁾			Total ($)
William Scott Chief Financial Officer, former Interim CEO, President and Chairman⁽¹⁾	2025		90,000		—		59,100			—		15,000		—			164,100

Anthony B. Goodman	2025		386,952		—		591,000	⁽⁶⁾		—		—		1,043,986	⁽⁶⁾		2,021,938
Former CEO, President and Former Director⁽¹⁾	2024		303,600		—		—			—		—		34,386			337,986

Weiting ‘Cathy’ Feng	2025		223,200		—		147,750			—		37,500		26,244			434,694
Former COO, Former CFO, and Former Director ⁽²⁾	2024		186,500		—		—			—		—		21,055			207,555

Zoran Milošević	2025		174,081		—		861,996	⁽⁷⁾		—		150,000		—			1,186,077
Chief Executive Officer of the Company and MeridianBet Group⁽³⁾	2024		93,129		—		715,000			—		—		—			808,129

Rich Christensen, Former Chief Financial Officer (Principal Financial/Accounting Officer), and Treasurer⁽⁴⁾	2025		285,577		—		157,500			—		56,250		—			499,327

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* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any nonqualified deferred compensation during the periods reported above.

# The fair value of stock-based compensation issued for services computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. Please see “NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES, Stock-Based Compensation”, to the financial statements included under Item 8. Financial Statements and Supplementary Data of the 2025 Annual Report for a description of the compensation expense. The fair value of options granted computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. These amounts do not correspond to the actual value that will be recognized by the named individuals from these awards.

(1) Effective December 12, 2025, Mr. Goodman resigned as President, Chief Executive Officer, Principal Executive Officer, Secretary, Treasurer, and as a member of the Board of Directors of the Company and each of its subsidiaries. On the same date, Mr. Scott was appointed as Interim Chief Executive Officer of the Company and on February 19, 2026, Mr. Scott was appointed as President of the Company. All of the compensation in the table above for Mr. Scott was paid in consideration for Mr. Scott’s service on the Board of Directors during 2025.

(2) On, and effective on, September 9, 2024, the Board of Directors appointed Weiting ‘Cathy’ Feng as Chief Financial Officer (Principal Accounting/Financial Officer) of the Company. Effective on March 25, 2025, Ms. Feng stepped down as Chief Financial Officer and Director and Richard Christensen was appointed as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company. Effective April 23, 2026, Ms. Feng was terminated as Chief Operating Officer of the Company.

(3) Mr. Milošević was appointed as Chief Executive Officer of the Company effective July 31, 2026. He currently serves as the Chief Executive Officer of both the Company and MeridianBet Group, which the Company acquired effective April 1, 2024.

(4) Mr. Christensen was appointed as Chief Financial Officer of the Company effective March 5, 2025. Effective on July 31, 2026, Mr. Christensen stepped down as Chief Financial Officer and William Scott, our President and Chairman of the Board of Directors, was appointed as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company. Mr. Scott ceased serving as Principal Accounting Officer and Principal Financial Officer in October 2026.

(5) The stock awards included 100% of the grant-date fair value of restricted stock units (the “RSUs”) granted to executives. The RSUs were granted pursuant to, and subject in all cases to, the terms of the Company’s 2023 Equity Incentive Plan. The RSUs vest upon the achievement of specified performance metrics and continued service through the applicable vesting dates, subject to customary accelerated vesting provisions. On January 12, 2025, the Company granted RSUs to executives as follows: 2,500 RSUs to William Scott, 6,250 RSUs to Weiting ‘Cathy’ Feng, and 25,000 RSUs to Zoran Milošević. The RSUs granted to Mr. Scott, Mr. Milošević and Ms. Feng were performance-based and subject to vesting based on the Company’s achievement of specified revenue and Adjusted EBITDA targets for 2025, as well as continued service through the applicable vesting dates, subject to customary accelerated vesting provisions. On March 7, 2025, the Company granted 6,250 RSUs to Rich Christensen, of which 50% were subject to time-based vesting and 50% were subject to performance-based vesting based on the Company’s achievement of specified revenue and Adjusted EBITDA targets for 2025, in each case subject to the applicable continued service requirements and customary accelerated vesting provisions. On April 14, 2026, the Company issued shares of common stock in settlement of vested RSUs as follows: 1,250 shares to William Scott, 3,125 shares to Weiting ‘Cathy’ Feng, 12,500 shares to Zoran Milošević, and 4,687 shares to Rich Christensen.

(6) On November 25, 2025, the Company entered into a Severance and Release Agreement with its then-Chief Executive Officer, Anthony Brian Goodman, pursuant to which the Company agreed to pay Mr. Goodman total severance of $998,542, which is included in “All Other Compensation.” In addition, all unvested restricted stock units (“RSUs”) previously granted to Mr. Goodman became fully vested as of the termination date of December 12, 2025. The grant-date fair value of such RSUs is included in “Stock Awards.” The Company issued 25,000 shares of its common stock in settlement of such RSUs on that date.

(7) Except for the RSUs granted to Mr. Zoran Milošević, pursuant to his employment agreement (as discussed in footnote 5, above), a portion of his salary may be paid in cash or, at the option of the Company, in shares of the Company’s common stock. As of December 31, 2025, $270,996 had been accrued as stock payable – related party, which is expected to be settled in shares of common stock. In June 2026, the Company and Mr. Milošević, mutually agreed to reduce the number of shares to be issued in settlement of the accrued salary compensation to reflect shares previously issued to Mr. Milošević upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan. Accordingly, the number of shares to be issued in settlement of the accrued salary compensation was reduced by 12,500 shares. Following this adjustment, the remaining accrued salary compensation expected to be settled in shares was $179,799, which is payable in shares of common stock at the option of the Company.

(8) Non-equity incentive plan compensation consists of vested cash bonuses granted to executives. Such bonuses vest upon the achievement of specified performance metrics and continued service through the applicable vesting dates, subject to customary accelerated vesting provisions.

(9) All other compensation includes the superannuation amount paid pursuant to Australian law, and severance fees as discussed above in footnote 6. As of December 31, 2025, and 2024, total superannuation payable to Ms. Feng was $7,128 and $5,889, respectively.

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Pay Versus Performance

This section provides disclosure about the relationship between executive compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and non-PEO Named Executive Officers (“NEOs”) and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

Fiscal Year Ended⁽¹⁾	Summary Compensation Table Total for William Scott⁽²⁾		Compensation Actually Paid to William Scott⁽³⁾⁽⁴⁾		Summary Compensation Table Total for Anthony B. Goodman⁽²⁾		Compensation Actually Paid to Anthony B. Goodman⁽³⁾⁽⁴⁾			Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)⁽⁵⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽⁶⁾		Value of Initial Fixed $100 Investment Based on Total shareholder Return (“TSR”)⁽⁷⁾		Net Income (loss)⁽⁸⁾
(a)					(b)		(c)			(d)		(e)		(f)		(g)
2025	$	164,100	$	132,525	$	2,021,938	$	1,676,438		$	706,699	$	536,824	$	31.53	$	(91,982,136	)
2024	$	—	$	—	$	337,986	$	(155,764	)	$	422,236	$	266,611	$	77.95	$	(1,409,849	)
2023	$	—	$	—	$	178,226	$	385,726		$	224,261	$	276,136	$	94.88	$	13,894,886

⁽¹⁾	The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024 and 2023:

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Year	PEO	Non-PEO NEOs
2025	William Scott and Anthony B. Goodman	Weiting ‘Cathy’ Feng, Zoran Milošević and Rich Christensen
2024	Anthony B. Goodman	Weiting ‘Cathy’ Feng, Omar Jimenez and Zoran Milošević
2023	Anthony B. Goodman	Weiting ‘Cathy’ Feng and Omar Jimenez

⁽²⁾	The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEOs for each corresponding year in the “Total” column of the Summary Executive Compensation Table. Refer to the “Summary Executive Compensation Table”.

⁽³⁾

The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our PEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information).

⁽⁴⁾	The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to our PEOs in accordance with the Pay Versus Performance Rules:

William Scott

Year

Reported Summary Compensation

Table Total for PEO

Reported Value

of Equity Awards (A)

Equity Award

Adjustments (B)

Compensation

Actually Paid to PEO

2025

164,100

59,100

27,525

132,525

Anthony B. Goodman

Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (A)		Equity Award Adjustments (B)			Compensation Actually Paid to PEO
2025	$	2,021,938	$	591,000	$	245,500		$	1,676,438
2024	$	337,986	$	—	$	(493,750	)	$	(155,764	)
2023	$	178,226	$	—	$	207,500		$	385,726

(A)	The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Executive Compensation Table for the applicable year.

(B)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

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William Scott

Year

Year End Fair Value of

Outstanding

and Unvested

Equity Awards

Granted in

Year

Year over Year

Change in Fair Value of

Outstanding

and Unvested

Equity Awards

Granted in

Prior Years

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and

Vested in

the Year

Year over Year

Change in

Fair Value of

Equity Awards Granted in Prior Years that Vested

in the Year

Fair Value

at the End of

the Prior

Year of Equity

Awards that

Failed to Meet

Vesting

Conditions in

the Year

Value of

Dividends or

other

Earnings Paid

on Stock or

Option Awards not

Otherwise

Reflected in

Fair Value or

Total

Compensation

Total Equity Award Adjustments

2025

24,025

3,500

27,525

Anthony B. Goodman

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2025	$	—	$	—		$	228,000	$	17,500		$	—		$	—	$	245,500
2024	$	—	$	(140,000	)	$	—	$	(36,250	)	$	(317,500	)	$	—	$	(493,750	)
2023	$	—	$	20,000		$	—	$	187,500		$	—		$	—	$	207,500

⁽⁵⁾	The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s Non-PEO NEOs as a group in the “Total” column of the Summary Executive Compensation Table in each applicable year.

⁽⁶⁾

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with the Pay Versus Performance Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the Pay Versus Performance Rules, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note (4)(B):

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Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards		Average Equity Award Adjustments ^(a)		Average Compensation Actually Paid to Non-PEO NEOs
2025	$	706,699	$	389,082	$	219,207	$	536,824
2024	$	422,236	$	238,333	$	82,708	$	266,611
2023	$	224,261	$	—	$	51,875	$	276,136

^(a)	The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year

Average

Year End

Fair Value of

Outstanding

and Unvested

Equity Awards

Granted in

the Year

Year over

Year Average

Change in

Fair Value of

Outstanding

and Unvested

Equity Awards

Granted in

Prior Years

Average Fair

Value as of

Vesting Date of

Equity Awards

Granted and

Vested in the

Year

Year over

Year Average

Change in Fair

Value of Equity

Awards Granted

in Prior Years

that Vested

in the Year

Average

Fair Value

at the End

of the Prior

Year of Equity

Awards that Failed