MRDN 8-K
Meridian Holdings Inc./NV (MRDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
MERIDIAN HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices)(zip code)
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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| The (The NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 5.02 below relating to the termination of Mr. Christensen’s employment with the Company is incorporated into this Item 1.02 by reference.
As a result of the Separation Agreement, discussed in Item 5.02, below, Mr. Christensen’s Employment Agreement with the Company, dated on or about March 7, 2025, was terminated, effective as of the Separation Date, except for such surviving obligations as set forth in the Separation Agreement, including confidentiality requirements. No material early termination penalties were incurred by the Company in connection with such termination, except as discussed in Item 5.02, below.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Chief Financial Officer (Principal Financial/Accounting Officer)
On July 29, 2026, Rich Christensen and Meridian Holdings Inc. (the “Company”, “we” and “us”) mutually agreed to accept Mr. Christensen’s resignation and mutually agreed to terminate Mr. Christensen’s employment as Chief Financial Officer (Principal Financial/Accounting Officer) and Treasurer of the Company, effective July 31, 2026, at 5:00 pm Pacific Time (the “Separation Date”). Mr. Christensen’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. Christensen’s departure, the Company and Mr. Christensen entered into a Separation Letter Agreement, dated July 29, 2026 (the “Separation Agreement”), pursuant to which:
| · | The Company will pay Mr. Christensen’s final salary through the Separation Date within three days following the Separation Date. |
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| · | Subject to Mr. Christensen’s compliance with the Separation Agreement, including a general release of claims and completion of a full handover of the Company’s banking, Nasdaq filing, and related accounts and access credentials, the Company will pay Mr. Christensen severance of $30,000, plus reimbursement for five days of unused 2026 paid time off, within 30 days of the later of the Separation Date or the Separation Agreement’s effective date. |
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| · | Following the Separation Date, Mr. Christensen will provide transition and consulting services to the Company. |
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| · | Mr. Christensen agreed to certain restrictive covenants, including confidentiality obligations (surviving 10 years following the Separation Date) and mutual non-disparagement obligations, subject to customary carve-outs for whistleblower and governmental-agency communications. |
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| · | The Company will continue to provide Mr. Christensen with coverage under its existing directors’ and officers’ insurance policy for a minimum of three years following the Separation Date, and Mr. Christensen retains existing indemnification rights under the Company’s charter documents and the parties’ Indemnification Agreement. |
The Separation Agreement will become effective automatically on the 8th day following the entry by Mr. Christensen into the agreement, if he has not revoked his acceptance by such date.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Effective on the Separation Date, Mr. Christensen ceased serving as Chief Financial Officer (Principal Financial/Accounting Officer) and Treasurer of the Company.
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(c) Officer Appointments
On, and effective on, July 31, 2026, the Board of Directors of the Company appointed (a) Zoran Milošević, the Chief Executive Officer of the MeridianBet Group (the operating group of certain of the Company’s subsidiaries), as the Company’s Chief Executive Officer and Principal Executive Officer; and (b) William Scott, the current Interim Chief Executive Officer, President and Chairman of the Company, as Chief Financial Officer and Principal Financial/Accounting Officer of the Company, and Treasurer of the Company (collectively, the “Appointments”).
In connection with the Appointments, Mr. Scott stepped down as Principal Executive Officer of the Company, Mr. Scott will continue to serve as President of the Company, and he also continues to serve as Chairman of the Board of Directors of the Company.
Mr. Milošević’s and Mr. Scott’s business experience and age, are included in the Company’s Annual Report on Form 10-K/A (Amendment No. 1), filed with the Securities and Exchange Commission on April 30, 2026 (the “Annual Report”), under “Item 10. Directors, Executive Officers and Corporate Governance”, “Executive Officers” and “Executive Officers—Zoran Milošević — Chief Executive Officer of the MeridianBet Group” and “Board of Directors” and “Board of Directors— William Scott (Chairman), Interim Chief Executive Officer (Principal Executive Officer), President, and Director”, respectively, which are incorporated by reference herein.
Mr. Scott and Mr. Milošević are not a party to any material plan, contract or arrangement (whether or not written) with the Company, nor are there any arrangements or understandings between Mr. Scott and Mr. Milošević, and any other person pursuant to which Mr. Scott and Mr. Milošević was selected to serve as a director or officer of the Company, except for (a) an indemnification agreement entered into between Mr. Scott and Mr. Milošević and the Company in the Company’s customary form (discussed an described in greater detail below under Subsection (e)), and the designation of the Company’s Series C Preferred Stock (discussed and described in the Annual Report under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Series C Preferred Stock”, which description is incorporated by reference herein), pursuant to which Mr. Scott was appointed to the Board of Directors as a Series C Preferred Stock nominee by the Series C Preferred Stock holders.
Mr. Scott and Mr. Milošević are not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as discussed above, and except as discussed in the Annual Report under “Item 11. Executive Compensation—Employment and Consulting Agreements—Employment Agreement with Zoran Milošević”, as to Mr. Milošević, and “Item 13. Certain Relationships and Related Transactions and Director Independence—Related Party Transactions”, as to both Mr. Scott and Mr. Milošević, and except for those transactions and agreements discussed in greater detail under “Item 13. Certain Relationships And Related Transactions, And Director Independence—Related Party Transactions—William Scott, the Company’s Interim Chief Executive Officer, President and Director”, in the Annual Report as to both Mr. Scott and Mr. Milošević, all of which are incorporated by reference herein.
There are no family relationships between any director or executive officer of the Company, including Mr. Scott and Mr. Milošević.
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(d) Director Appointment
Effective on July 29, 2026, the Board of Directors of the Company, with the recommendation of the Nominating and Governance Committee of the Board of Directors appointed Mr. Michael K. Prescott as a member of the Board of Directors and as a member of the Audit Committee of the Board of Directors.
The Board of Directors determined that Mr. Prescott was “independent” pursuant to the rules of the Nasdaq Capital Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.
Mr. Prescott is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Prescott and any other person pursuant to which Mr. Prescott was selected to serve as a director of the Company, nor is Mr. Prescott a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There are no family relationships between any director or executive officer of the Company, including Mr. Prescott.
Mr. Prescott will be entitled to receive the same compensation as the other non-executive members of the Board of Directors of the Company, as described in the Annual Report, and set forth under “Directors Compensation—Board of Director Fees” and is entitled to participate in the Company’s equity incentive plans in effect and as amended from time to time, as described in the Annual Report.
Biographical information for Mr. Prescott is provided below:
Michael K. Prescott, age 60
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, a global law firm. Prior to joining Nixon Peabody, Mr. Prescott served as an attorney with Hickley 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 (2007 to 2018), and prior to that Vice President Deputy General Counsel (2001 to 2007), at GTECH Corporation/IGT for both that 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 field of Mergers and Acquisitions Law.
Mr. Prescott earned his Bachelor of Arts degree in Political Science and History from Northwestern University, and a Juris Doctor from Emory University School of Law.
(e) Compensatory Arrangements
The Company plans to enter into a standard form of Indemnity Agreement (the “Indemnification Agreement”) with Mr. Prescott in connection with his appointment as discussed above. The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Prescott under the circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as an officer or director of the Company, and otherwise to the fullest extent permitted under Nevada law and the Company’s governing documents. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement incorporated by reference herein as Exhibit 10.2. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with other Company officers and directors.
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Item 7.01. Regulation FD Disclosure.
On July 29, 2026, the Company issued a press release announcing the appointments discussed in Item 5.02, above.
A copy of the press release is furnished hereto as Exhibit 99.1, and incorporated by reference into this Item 7.01 in its entirety.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| Separation Agreement dated July 29, 2026, by and between Meridian Holdings Inc. and Rich Christensen | |
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| Press Release of Meridian Holdings Inc., dated July 29, 2026 | |
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| Inline XBRL for the cover page of this Current Report on Form 8-K |
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*Filed herewith.
** Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, those included under “Forward-Looking Statements” in the press release furnished herewith, which are incorporated by reference herein. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this press release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly-filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and future periodic reports on Form 10-K and Form 10 Q. These reports are available at www.sec.gov.
The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that is not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Date: July 29, 2026 | By: | /s/ William Scott |
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| William Scott |
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| President |
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EXHIBIT 10.1
July 29, 2026
BY EMAIL: [email protected]
Rich Christensen
6592 Serenity Loop
Gig Harbor, WA 98335
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| Re: | Separation Agreement |
Dear Rich:
Thank you for your service as Chief Financial Officer to Meridian Holdings Inc., a Nevada corporation formerly known as Golden Matrix Group, Inc. (“MHI” and the “Company”). Although you and the Company (together, the “Parties”) are parting ways, we wish you the best in your future endeavors.
The following letter agreement (this “Agreement”) contains the terms and conditions of an agreement between you and MHI regarding your resignation and separation of employment from the Company, including the benefits offered to you in exchange for executing this Agreement. If everything below is acceptable, please countersign and return this to me by return email.
1. Definitions. In this Agreement, the following terms have the meanings in the cross-referenced sections:
| Term | Section | Term | Section |
| Agreement | 2nd Paragraph | MHI | 1st Paragraph |
| COBRA | §5 | OWBPA | §10 |
| Company | 1st Paragraph | Parties | 1st Paragraph |
| Effective Date | §11(a) | Revocation Period | §10 |
| Employment Agreement | §2 | Separation Date | §3(a) |
| General Release | §8 | Severance Pay | §4(b) |
| ICA | §9 | Waiting Period | §10 |
| Indemnification Agreement | §7(c) |
2. Cross-Reference. To the extent this Agreement conflicts with any formal or informal, oral or written employment agreement between you and the Company, including the Executive Employment Agreement between you and MHI dated March 7, 2025 (the “Employment Agreement”), this Agreement trumps, controls, and supersedes such other agreements.
3. Separation.
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| a. | Separation. Your employment with the Company will end on a date mutually agreed upon by you and the undersigned CEO of the Company (and if no such date is separately agreed, than at 5:00 p.m. Pacific time on July 31, 2026) (the resulting date, the “Separation Date”). After the Separation Date, you will have no authority to act as a (and you hereby resign from the post of) officer, employee, agent, representative, or other role of and with the Company and its affiliates and subsidiaries. |
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| b. | Nature of Separation. Provided you comply in full with this Agreement, your separation hereunder is amicable, by mutual agreement, and expressly not “for Cause” or for “Good Reason,” as each such term is defined in the Employment Agreement. |
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| c. | Monetary Authority. If you hold banking, credit card, or other similar authority over Company funds or accounts, your separation constitutes your automatic and immediate release of all such authority. |
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| d. | Third-Party Notifications. On and after the Separation Date, the Company will file such forms and filings as are required to notify all applicable governmental bodies and stock exchanges of your separation, as well as post the change to its website and in other appropriate places. The Company will prepare all such forms/filings, which will be subject to your pre-approval (not to be unreasonably delayed or withheld). Your approval will be deemed approved if you do not respond within 48 hours of delivery, and the Company may file prior to receiving your input if necessary to comply with a stock exchange or SEC filing deadline. |
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| e. | Continuing Role. After the Separation Date, your sole relationship to the Company will be your consulting services rendered pursuant to Section 9 below. |
4. Compensation.
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| a. | Final Paycheck. The Company will pay your final, regularly-accruing salary (through the Separation Date) within three (3) days of your Separation Date. | |
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| b. | Severance Payment; PTO Reimbursement. Provided you comply in full with this Agreement, the Company will pay you, as severance pay, within thirty (30) days (as granted in the Employment Agreement) of the later of the Separation Date or Effective Date: | |
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| (1) | a flat-fee payment (the “Severance Pay”) in the gross amount of Thirty Thousand U.S. Dollars ($30,000); and |
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| (2) | reimbursement for unused 2026 PTO time equal to five (5) days’ salary. |
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| Payment of the Severance Pay is conditioned upon your prior completion and written certification of the full handover of all relevant information including all bank account, Nasdaq filing, and other accounts, permissions, and logins.
Any failure of the Company to promptly pay the Severance Pay when due shall cause the unremitted amount to bear interest at the Prime Rate (as published in The Wall Street Journal for the date on which payment is due) plus two percent (2%) until paid. | |
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| c. | No Other Payments. Other than as set forth in Section 4(a) and (b), you agree no other compensation will be due and owing to you after the date hereof with respect to your employment or termination thereof, including wages, commissions, brokerage fees, bonus payments, PTO reimbursements, sick pay, vacation pay, employee-stock options/awards, or other similar payments; provided, however, that if you remain with the Company in 2027 when it reports its financial earnings and results for calendar year 2026, then you shall also be eligible for a discretionary bonus. For the avoidance of doubt, services rendered under the ICA do not constitute remaining with the Company for purposes of this Section. | |
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| d. | Withholdings; Taxes. All salary and Severance Pay compensation hereunder shall be subject to the normal, customary taxes, deductions, and withholdings required under applicable law. All amounts payable to Employee hereunder are intended to either comply with, or be exempt from, the requirements set forth in Section 409A of the Internal Revenue Code of 1986, as amended, together with all applicable regulatory guidance thereunder. You are solely and exclusively responsible for any and all taxes attributable to compensation paid hereunder and under your Employment Agreement. | |
5. Benefits. Your participation in any and all employee benefit plans and programs will terminate on the Separation Date; provided however that if you are eligible for coverage/insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a/k/a “COBRA”), or similar mandatory programs provided by law, the Company will provide you with separate notice of the same. You are representing and warranting to the Company that you do not currently have any Company-arranged health benefit plan and you do not plan to participate in COBRA.
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6. Company Property.
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| a. | Subject to Section 6(b), no later than on the Separation Date, you shall return to the Company all tangible and intangible property belonging to the Company and its affiliates/subsidiaries, including without limitation keys, key cards, Company credit cards, Company-issued computer equipment and electronics, laptops, tablets, cellphones, materials, documents, login/password information (including in/on cloud storage, social media, and other accounts), and other records, files, and data. | |
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| b. | You are representing and warranting to the Company that you purchased your current laptop using personal funds, not Company funds. Accordingly, you are not required to return that laptop, but you have agreed: | |
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| (i) | during the term of the ICA, to continue adhering to Company policies and directives regarding computer usage; |
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| (ii) | upon the ICA’s termination or expiration (or earlier upon request), to immediately upload and transfer all Company information, data, work product, reports, documents, and materials stored locally on that laptop (or any associated local storage/cloud accounts) to the Company’s designated secure shared drive; |
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| (iii) | following such transfer, to permanently delete, purge, and wipe all copies of all Company information, data, reports, and materials from that laptop (including temporary files, downloads, caches, and backups); and |
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| (iv) | upon request, to provide written certification to the Company confirming that all Company data has been fully uploaded to the secure shared drive and permanently deleted from the laptop. |
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| If the Company reasonably believes Company data remains on the device, the Parties shall engage a mutually acceptable third-party vendor to conduct a targeted search for Company data under an agreed protocol, at the Company’s expense (unless the vendor determines that a material quantity of information or files were not uploaded/transferred and then deleted, as required above, in which case the expense shall be borne by you); the vendor shall disclose to the Company only Company data, and no personal files shall be copied, retained, or disclosed.
Any litigation-hold or preservation obligation shall override the deletion obligation.
You represent and warrant that you have not retained or copied any Company confidential information on any other personal account, device, or cloud storage. | |
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| 7. Mutual Waiver & Release of Claims. | |||
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| a. | In consideration for the other Party’s entry into and fulfilment of this Agreement, each Party hereto hereby knowingly, voluntarily, and expressly, as well as absolutely, unconditionally, and irrevocably, waives, releases, and promises never to assert, any and all claims, causes of action, liabilities, debts, promises, agreements, demands, attorneys’ fees, losses, and fees, charges, and expenses of every nature whatsoever, known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the signing of this Agreement, against the other Party, including (in the Company’s case) its past or present affiliates and subsidiaries, and its and their respective shareholders, owners, members, directors, officers, members, managers, partners, employees, agents, predecessors, heirs, successors, and assigns, regarding any matter arising out of or related to your employment with or separation of employment from the Company, including without limitation claims for wrongful discharge, constructive discharge, emotional distress, defamation, slander, invasion of privacy, fraud, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation, interference with contract or prospective business advantage, detrimental reliance, promissory estoppel, personal injury, whistleblower, discrimination, harassment, retaliation, or failure to accommodate (“General Release”). This General Release includes, but is not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (ADEA), the Americans with Disabilities Act (ADA), the Equal Pay Act (EPA), the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), the Employee Retirement Income Security Act (ERISA), COBRA, the Sarbanes-Oxley Act, the Nevada Fair Employment Practices Act, the Nevada wage and hour and wage payment law(s), all as amended, and all other federal, state, and local laws and regulations (including in the States of Nevada and Washington) relating to employment or termination of employment that may be applicable and be legally waived or released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this General Release in any manner. | |
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| b. | Notwithstanding the fact that Nevada law governs this Agreement, you waive any and all provisions of Washington law which may be similar in purpose or effect as California Civil Code Section 1542. |
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| c. | Notwithstanding this Section 7, this General Release does not waive or release any claim for a breach of this Agreement. This General Release also does not: (i) constitute a waiver and release of any claim by the Company for fraud, embezzlement, or willful misconduct against you, nor (ii) prevent you from filing a charge or complaint with, communicating with, or participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC), the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), or any other federal, state, or local governmental agency or commission (“Government Agencies”). However, to the fullest extent permitted by law,* you agree that you are waiving and releasing any right to monetary damages or other equitable or monetary relief as a result of any charge, complaint, investigation, or proceeding. |
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| * For example, pursuant to Rule 21F-17 promulgated under the Securities Exchange Act of 1934, nothing in this Agreement, the Employment Agreement, or any other agreement between the Parties shall limit whatsoever Employee’s right to:
(1) communicate with, provide information to, or otherwise participate in any investigation or proceeding conducted by the SEC or any similar investigatory body; and
(2) receive a monetary award or bounty for information provided to the SEC or any other governmental agency pursuant to any whistleblower protection law, rule, regulation, or award program.
The Company hereby covenants not to undertake (nor threaten to undertake) any action in violation of Rule 21F-17 or any similar law, rule, regulation, or award program. |
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| Notwithstanding anything herein to the contrary, this General Release does not waive, release, or impair (i) your rights to indemnification, advancement of expenses, or defense under Article VII of the Employment Agreement (to the extent surviving the end of employment), the Company’s articles or bylaws, the Nevada Revised Statutes, or that certain Indemnification Agreement between the Parties (to the extent surviving the end of employment) (the “Indemnification Agreement”); (ii) your rights as an insured or covered person under any directors’ and officers’ or similar insurance policy procured by the Company pursuant to the Indemnification Agreement (if any); or (iii) your rights to vested benefits or to enforce this Agreement. |
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| d. | Each Party acknowledges that nothing herein constitutes an admission or statement of liability or wrongdoing by either Party. |
8. Restrictive Covenants.
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| a. | Confidentiality. | |
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| (1) | Notwithstanding Section 2, all of your duties in Section 6.4 (“Restriction on Use of Confidential/Trade Secret Information”), Section 6.9 (“Third Party Information”), and the related provisions of Sections 6.10, 6.12, and 6.13 of the Employment Agreement shall continue in full force and effect and (among other things) limit your use and disclosure of Confidential/Trade Secret Information, for a period of ten (10) years after the Separation Date. Additionally, you agree the terms hereof are Confidential/Trade Secret Information. |
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| (2) | This Section 8 shall be subject to the application of any mandatory laws which might have the effect of limiting your obligations, such as (i) RCW 49.44.211 (if applicable) (which preserves a person’s right to disclose unlawful discrimination, harassment, retaliation, wage-and-hour violations, sexual assault, or other related conduct) and (ii) consistent with Section 7(c) above, Rule 21F-17 and similar whistleblowing laws, regulations, and awards program. Nothing herein shall prohibit you from truthfully providing information to, and otherwise cooperating with, any governmental agency or regulatory authority in connection with any investigation, examination, inquiry, or proceeding. |
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| b. | Non-Disparagement. Each Party agrees not to directly or indirectly disparage, slander, or injure the business reputation or good will of the other Party through any communications with any third persons/entities, including on social media, websites, and similar platforms. |
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| c. | Enforcement. The nature, scope, and duration of the restrictions in this Section 8 are reasonable and necessary to protect the legitimate interests of the Parties, and each Party is relying upon their enforceability in entering into this Agreement. If a Party breaches this Section 8, the non-breaching Party has the right to specifically enforce such provision through injunctive relief, it being acknowledged that (i) such breach will cause irreparable injury for which money damages alone will not be adequate, and (ii) no bond, cash or otherwise, in excess of one hundred dollars ($100.00) is required. The non-breaching Party’s remedies shall be cumulative. If a Party breaches this Section 8, then the duty which it has breached shall be extended on a day-per-day basis equal to the duration of its breach. |
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| 9. Independent Contractor Agreement (“ICA”). The following governs your provision of transition and consulting services on and after the Separation Date. | ||
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| a. | Transition Assistance. You hereby agree that, for a period of sixty (60) days following the Separation Date, you shall provide reasonable assistance to the Company (as may be requested by the Company from time to time) in connection with transitional and operational matters. Without limiting the generality of the foregoing, both before and after your Separation Date, you shall: (i) arrange for the comprehensive handover of all bank accounts, Nasdaq filing accounts, and other similar permissions and logins; (ii) assist (if requested) in the hiring of the Company’s new Chief Financial Officer, introduce such person to relevant internal and external stakeholders, and collaborate with him/her on an efficient and successful transition; (iii) answer questions from Company representatives regarding financial, business, and other matters; (iv) comment on legal, regulatory, and exchange matters; and so forth; all as reasonably appropriate or requested from time to time. You hereby acknowledge such continued support shall not entitle you to any further compensation or benefits, other than as set forth in this Section 9. You acknowledge that you will provide such assistance and support as an independent contractor and you will not have any right or authority to bind the Company or act on its behalf (nor will you purport to do so). |
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| b. | Standards. You will govern your own actions and manage your own time as you reasonably deem appropriate, in providing the services under this ICA. Nevertheless, you agree that you shall, in performing such services: (i) comply with all applicable laws, statutes, codes, rules, regulations, orders, impositions, and other obligations from or by governmental authorities; (ii) comply with all applicable local, state, and federal permits, licenses, and approvals required in order to provide the services, or which govern the Company’s business (including any stock exchange- or gaming-related permits, licenses, and approvals); (iii) deliver the services reasonably, diligently, promptly, skillfully, and in a first-class, professional manner; (iv) devote such reasonable and appropriate time and efforts as are necessary to fulfill your obligations hereunder; and (v) act in conformity with ordinary and customary public conventions, morals and standards of decency. |
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| c. | Compensation. As consideration for the Company’s entry into this Agreement, you agree that MHI shall have no duty to pay any extra consideration to you under this ICA with respect to your first eighty (80) hours of service (as contemplated in the Employment Agreement). Once that hourly threshold is met, MHI will pay you a consulting fee of Two Hundred U.S. Dollars ($200.00) per hour. On and after the Separation Date, you shall track all of your time spent in servicing the Company and certify, under penalty of perjury, the accuracy of such time entries in a log delivered by you to the Company within five (5) days of the end of each calendar month (logging the entries in that month just ended). Once that threshold is met, you shall deliver a monthly invoice to the Company (together with that log), and the Company shall pay all undisputed amounts therein on a net-30 basis. |
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| d. | Special Assistance. The Company is currently involved in disputes with certain third parties, and more disputes may arise. In exchange for the Severance Benefit and hourly compensation set forth in Section 9(c): | |
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| (1) | You will not directly or indirectly assist any non-governmental individual or entity to investigate, bring, prosecute, or maintain any claim, litigation, proceeding, or investigation (a “Proceeding”) against either the Company or any other released person/entity in Section 7(a) (collectively, the “Company Parties”), except as required by law (e.g., in responding to a valid subpoena issued by another party, in the course of which you provide only the specifically-subpoenaed information or documentation). |
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| (2) | You shall provide reasonable cooperation to the Company Parties and their attorneys in the prosecution or defense of any such Proceeding, including without limitation your: (i) providing historical business facts and information, (ii) participating in interviews with and depositions by the Company Parties and/or their attorneys, and cooperating in depositions by the Company Parties or any third party, (iii) reviewing and analyzing documents, (iv) preparing documents and/or spreadsheets, (v) reconciling documents and data, (vi) providing sworn affidavits, (vii) testifying in such Proceeding, and (viii) delivering any other reasonable participation necessary for the prosecution or defense of such Proceeding. |
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| For the avoidance of doubt, this Section 9(d) is subject to the same qualification set forth in Section 7(c) with regards to actions by you that are protected under Rule 21F-17 or any similar whistleblowing law, rule, regulation, or award program; all such actions are per se permitted and neither limited nor prohibited hereunder. Moreover, nothing in this Section 9(d) shall (i) prevent you from testifying truthfully in any proceeding pursuant to subpoena or court order, or from producing documents in response to valid legal process; (ii) restrict any communication with, or provision of information to, any governmental or regulatory authority; (iii) apply to any proceeding in which you are a party or in which your own conduct, rights, or liabilities are at issue; or (iv) require you to withhold information where doing so would violate applicable law.
For the avoidance of doubt, subsection (i) in the preceding paragraph means that all affidavits, declarations, and testimony shall be limited to matters within your personal knowledge and to statements you believe to be truthful and accurate; i.e., nothing herein requires you to adopt any characterization of facts prepared by others which are untrue. To ensure that is true, you shall have a reasonable opportunity (not less than five (5) business days) to review any draft affidavit or declaration with counsel of your choosing before execution. Such separate counsel shall be at your sole expense, unless the Company’s and your counsel confirm in writing that your interests in the relevant Proceeding actually or potentially conflict with the Company’s and there is a risk of liability on your part (in which event, indemnification under the Indemnification Agreement and/or coverage under the insurance policy described in Section 13 would likely provide an independent basis for your counsel’s fees/costs to be covered).
For the avoidance of doubt, any assistance provided by you under this Section 9(d) after the sixty (60)-day period set forth in Section 9(a) shall not fall under the eighty (80)-hour period set forth in Section 9(c), meaning such assistance would be compensable at the $200 per hour rate.
This Section 9(d) shall expire upon the later of (i) twenty-four (24) months after the Separation Date and (ii) the final conclusion of all disputes concerning matters arising during your employment. | |
10. Effective Date(Waiting/Revocation Periods). If (and solely to the extent) under mandatory provisions of law (e.g., for persons aged 40 and older, under the Older Workers Benefit Protection Act (“OWBPA”)) you have (i) a period of time after receipt hereof to consider whether to sign (a “Waiting Period”) and/or (ii) a period of time after signing/delivering this Agreement to revoke it (a “Revocation Period”), then this Section 10 shall apply. If a Waiting Period applies (e.g., under the OWBPA, 21 days), then you may wish to wait until the Waiting Period expires. If you deliver it sooner, then by signing below, you are representing that you did so of your own free will and waived the Waiting Period (to the fullest extent it is waivable). If a Revocation Period applies (e.g., under the OWBPA, 7 days), then this Agreement shall only become binding and effective at 12:01 a.m. on the first day following the end of the Revocation Period (the “Effective Date”). If you waive it in a signed writing sooner, then by signing below, you are representing that you did so of your own free will and waived the Revocation Period (to the fullest extent it is waivable). If there is a Revocation Period and you revoke your signature, that revocation must be in a signed writing and received by the Company no later than by 5:00 p.m. Pacific time on the deadline, in which event this Agreement, this Agreement (and any and all related offers) are automatically withdrawn and null and void. No part hereof shall be effective or enforceable until the Effective Date. If there are no applicable Waiting and Revocation Periods, then the Effective Date shall be the date on which both Parties have signed and delivered this Agreement.
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11. Acknowledgment. By signing this Agreement, you acknowledge and confirm that: (a) you have read and understood this Agreement; (b) you have been advised and had an opportunity to consult with an attorney of your choice, and have consulted with such advisor before signing this Agreement; (c) you knowingly, freely, and voluntarily agree to all of the terms and conditions in this Agreement, including without limitation the General Release; and (d) you have received good and valuable consideration for signing this Agreement, in addition to anything of value you were otherwise entitled to receive.
12. [Intentionally omitted].
13. Insurance. The Company shall ensure continuing coverage for you under the Company’s existing (pre-Separation Date) directors’ and officers’ insurance policy procured by the Company pursuant to the Indemnification Agreement (if any), for a minimum period of three (3) years following the Separation Date.
14. Miscellaneous.
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| a. | Law; Venue; Jury Waiver; Fees. This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada (other than its conflict or choice of law provisions that would require the application of any other state’s law), and the sole and exclusive venue for any dispute arising hereunder shall be the state and federal courts located in Las Vegas, Clark County, Nevada. YOU HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT AND YOUR EMPLOYMENT. The prevailing Party (on the main issue(s)) shall recover its reasonable costs and expenses, including attorneys’/experts’ fees, whether an action was commenced or not. |
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| b. | Integration. This Agreement contains the final and entire agreement among the Parties hereto with respect to the subject matter of this Agreement. |
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| c. | Amendments. This Agreement may not be amended except in a writing signed by both Parties. |
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| d. | Severability. If any term hereof is held to be invalid, void, or unenforceable, the remainder of this Agreement shall remain in full force and effect and not be affected thereby, provided the invalidity or unenforceability does not materially impair the ability of the Parties to achieve the main benefit of their bargain. In lieu of the invalid or unenforceable term, there shall be added to the Agreement (by the Parties or a Court, if necessary) a term that is valid, enforceable, and as similar to such invalid or unenforceable term as possible in both purpose and effect. |
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| e. | Further Assurances. The Parties will do any commercially reasonable act or thing and execute any and all documents or instruments reasonably necessary or proper to effectuate the provisions and intent of this Agreement, at each Party’s own reasonable cost and expense. |
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| f. | Construction. No provision hereof shall be construed for or against any Party by reason of the extent to which it drafted or edited that provision. |
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| g. | Counterparts. This Agreement may be signed and delivered electronically. A signed PDF, fax, or electronic version (including via DocuSign) shall have the same force and effect as an original. |
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Thank you so much for your time and efforts on the Company’s behalf, including with these separation details. Please indicate your agreement with this Agreement by countersigning below.
| Sincerely,
Meridian Holdings Inc., a Nevada corporation
By: /s/ William Scott Name: William Scott Title: Chief Executive Officer | ACKNOWLEDGED AND AGREED:
Rich Christensen, a natural person residing in the State of Washington
By: /s/ Rich Christensen Name: Rich Christensen |
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EXHIBIT 99.1
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Meridian Holdings Announces Leadership Team to Drive Next Stage of Global Expansion
Zoran Milošević Appointed Chief Executive Officer; William Scott to Serve as Chairman and Chief Financial Officer; and Michael Prescott Joins Board as Independent Director
LAS VEGAS - July 29, 2026 - Meridian Holdings Inc. (NASDAQ: MRDN) ("Meridian" or the "Company"), an international developer, licensor, and global operator of online gaming and e-commerce platforms, today announced a series of executive and Board appointments following a Board-led succession process. The new structure aligns operating leadership, financial stewardship and independent oversight with the Company's planned next phase of disciplined execution and international growth.
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| · | Zoran Milošević, who has successfully led Meridianbet for more than 18 years, has been appointed Chief Executive Officer of Meridian Holdings. He will continue to serve as Chief Executive Officer of Meridianbet. |
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| · | William Scott, who has served as Interim Chief Executive Officer since late 2025, will transition to Chief Financial Officer while continuing to serve as Chairman of the Board. |
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| · | Michael Prescott has been appointed as an Independent Director and will serve on the Audit Committee, further strengthening the Board's governance, regulatory and public company oversight capabilities. |
In connection with these changes, Rich Christensen, the Company's Chief Financial Officer, will leave the Company. The Board thanks Mr. Christensen for his service and contributions.
Leadership Background
Zoran Milošević
Milošević has led Meridianbet for more than 18 years, overseeing its development into the principal operating business of Meridian Holdings and the primary growth and revenue driver of the group. Prior to Meridianbet, he held public governance roles in Serbia, including service on the Board of the National Lottery and as a Member of the Serbian National Assembly.
William Scott
Scott is a South African Chartered Accountant with more than 35 years of experience in financial management, capital markets and regulated industries. During his tenure as Interim Chief Executive Officer of Meridian Holdings, he worked to strengthen the Company's operational and financial foundations. As Chief Financial Officer, he will focus on financial reporting, capital allocation, financial discipline and investor engagement while continuing his Board leadership. His background includes senior roles at GTECH / Lottomatica and board positions at Ithuba, South Africa's National Lottery.
Michael Prescott
Prescott brings extensive experience in the global gaming industry. He previously served as General Counsel at GTECH and IGT and has held partnership roles at major international law firms. His background spans public company securities, cross-border M&A and international gaming regulation. His appointment further strengthens the Board's expertise in governance, regulatory compliance and public company oversight.
| Meridian Holdings Inc. | NASDAQ: MRDN | Page 1 |
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Comments
William Scott, Chairman and incoming Chief Financial Officer, said: "Over the past seven months, we have worked to strengthen the operational and financial foundations of the Company and reinforce the balance sheet. This leadership structure change gives Zoran clear accountability for day-to-day execution while I focus on financial stewardship, capital allocation and Board leadership. Michael's appointment adds valuable independent expertise and further strengthens our governance and audit oversight."
Zoran Milošević, Chief Executive Officer, said: "Meridian has built a strong operating platform over many years. My priority is to build on that foundation, bring the same operating discipline that has driven Meridianbet's performance to the broader Company group, strengthen our position across regulated markets and create long-term value for shareholders. I look forward to working with William, Michael and the entire team as we work to execute the next stage of Meridian's growth."
The Board believes the new leadership structure enhances executive accountability, strengthens corporate governance and positions Meridian Holdings (NASDAQ: MRDN) to execute its long-term strategic objectives. These appointments follow the Company's second-quarter 2026 results, released separately today, and reflect its continued focus on disciplined execution, governance and sustainable long-term growth.
About Meridian Holdings Inc.
Meridian Holdings Inc. (NASDAQ: MRDN), headquartered in Las Vegas, Nevada, is an established B2B and B2C gaming technology group operating across 20+ international regulated markets. The Company’s B2C division is led by Meridianbet Group, a leading online sports betting and gaming operator founded in 2001 and licensed across Europe, Africa, and South America. Meridian’s B2B division - comprising game developer Expanse Studios and iGaming platform GMAG - develops, licenses, and distributes proprietary gaming technology to a global client base. Additional subsidiaries include RKings Competitions (pay-to-enter prize competitions in the UK), MexPlay (regulated online casino in Mexico), and Classics for a Cause (Australia’s leading subscription-based digital memberships and trade-promotion lottery). The Company’s software automatically declines gaming or redemption requests originating in the United States, in strict compliance with U.S. law. For more information, visit www.meridian-holdings.com or email [email protected].
Contacts
Investors & Press: [email protected]
X: https://x.com/meridianbet_ofc
| Meridian Holdings Inc. | NASDAQ: MRDN | Page 2 |
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FORWARD-LOOKING STATEMENTS
Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets”, “may,” “should,” “could,” “potential” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, (a) the Company’s need for additional financing to grow and expand our operations, complete acquisitions, and potential dilution caused by such financing; (b) dilution resulting from the conversion of preferred stock and warrants, and from acquisitions; (c) the Company’s reliance on third-party suppliers of gaming content and the cost of such content; (d) the Company’s ability to obtain and maintain required gaming licenses; (e) the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; (f) the Company’s ability to effectively manage growth; (g) the Company’s expectations regarding future growth, revenues and profitability; (h) the Company’s expectations regarding future plans and the timing thereof; (i) the Company’s reliance on its management team; (j) the fact that Aleksandar Milovanović has voting control over the Company; (k) related party relationships and potential conflicts of interest; (l) the effects of economic downturns, recessions, inflation, interest rate changes, global conflicts and other market conditions, including impacts on discretionary spending and the cost of capital; (m) the Company’s ability to protect its proprietary information and intellectual property; (n) the impact of current and future regulations, the Company’s ability to comply with such regulations, potential penalties for non-compliance, and changes in the interpretation or enforcement of laws; (o) risks associated with gaming fraud, user cheating and cyber-attacks; (p) risks associated with system failures and disruptions to technology and infrastructure, including cybersecurity and hacking risks; (q) the outcome of contingencies, including legal proceedings; (r) competition from existing and new market participants; (s) the risk that changes in market prices, including foreign exchange and interest rates, may affect the Company’s income or the value of financial instruments; (t) risks relating to the protection of players’ deposits; (u) risks that participants in sporting events may intentionally alter outcomes, resulting in higher than expected payouts; and (v) the impact of sporting results and payout variability on the Company’s betting hold, revenue and margins, including outcomes that are unusually favorable to bettors. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this press release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly-filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the quarter ended June 30, 2026, and future periodic reports on Form 10-K and Form 10-Q. These reports are available at www.sec.gov.
| Meridian Holdings Inc. | NASDAQ: MRDN | Page 3 |