Form 8-K

8-K — Meridian Holdings Inc./NV

Accession: 0001477932-26-002589

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001437925

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — meridian_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (meridian_ex991.htm)

EX-99.2 — PRESENTATION OF MERIDIAN HOLDINGS INC (meridian_ex992.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: meridian_8k.htm · Sequence: 1

meridian_8k.htm

0001437925false00014379252026-04-282026-04-28iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 28, 2026

MERIDIAN HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41326

46-1814729

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(IRS Employer

Identification No.)

3651 Lindell Road, Suite D555

Las Vegas, NV 89103

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: (702) 318-7548

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)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 Par Value Per Share

MRDN

The NASDAQ Stock Market LLC

(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 2.02. Results of Operations and Financial Condition.

On April 28, 2026, Meridian Holdings Inc. (the “Company”, “we” and “us”) issued a press release disclosing its results of operations for the three-month period ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The Company also posted a presentation relating to its results of operations for the three-month period ended March 31, 2026 on its website at https://meridian-holdings.com/quarterly-results/ (which information from such website is not incorporated by reference into this Current Report on Form 8-K). The Company will host a webcast to discuss its results of operations at 8:00 a.m. Eastern Time on April 28, 2026. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information contained in this Current Report and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in the press release, presentation and webcast. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and presentation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1*

Press Release of Meridian Holdings Inc., dated April 28, 2026

99.2*

Presentation of Meridian Holdings Inc. regarding the three-month period ended March 31, 2026

104

Inline XBRL for the cover page of this Current Report on Form 8-K

* 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, (a) the Company’s need for significant additional financing to grow and expand our operations, complete acquisitions and satisfy post-closing obligations, including in connection with the MeridianBet acquisition; (b) dilution resulting from the conversion of preferred stock and warrants, and from acquisitions; (c) the Company’s ability to complete acquisitions, the availability of funding for such transactions, and disruptions and other risks associated therewith; (d) the Company’s reliance on third-party suppliers of gaming content and the cost of such content; (e) the Company’s ability to obtain and maintain required gaming licenses; (f) the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; (g) the Company’s ability to effectively manage growth; (h) the Company’s expectations regarding future growth, revenues and profitability; (i) the Company’s expectations regarding future plans and the timing thereof; (j) the Company’s reliance on its management team; (k) the fact that Aleksandar Milovanović has voting control over the Company; (l) related party relationships and potential conflicts of interest; (m) 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; (n) the Company’s ability to protect its proprietary information and intellectual property; (o) our ability to compete effectively in our markets; (p) 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; (q) risks associated with gaming fraud, user cheating and cyber-attacks; (r) risks associated with system failures and disruptions to technology and infrastructure, including cybersecurity and hacking risks; (s) risks relating to inventory management; (t) foreign exchange and currency risks; (u) the outcome of contingencies, including legal proceedings; (v) competition from existing and new market participants; (w) the Company’s ability to manage expenses related to sales and marketing and required general, administrative and technology investments; (x) general consumer sentiment and economic conditions affecting discretionary spending on the Company’s products; (y) the risk of loss if customers or counterparties fail to meet contractual obligations, including with respect to receivables and financial institutions holding the Company’s funds; (z) the risk that the Company may have difficulty meeting its financial liabilities as they come due; (aa) 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; (bb) risks relating to the protection of players’ deposits; and (cc) risks that participants in sporting events may intentionally alter outcomes, resulting in higher than expected payouts. 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 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.

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.

Meridian Holdings Inc./NV

Date: April 28, 2026

By:

/s/ Rich Christensen

Rich Christensen

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

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EXHIBIT 99.1

Meridian Holdings Reports Q1 2026 Financial Results

Revenue Up 17% Year-Over-Year to $50.1 Million

Returns to Profitability with Net Income of $2.2 Million

Adjusted EBITDA Up 26% Year-Over-Year to $6.3 Million, Exceeding Guidance

Strengthened Balance Sheet with Cash of $16.2 Million and Net Debt Reduced 62% Year-Over-Year

LAS VEGAS, NV — April 28, 2026 — Meridian Holdings Inc. (NASDAQ: MRDN) (“Meridian” or the “Company”), a global B2B/B2C operator and licensor of online sports betting and gaming platforms across 25+ regulated markets, today announced financial results for the first quarter ended March 31, 2026. The Company delivered revenue in line with guidance, exceeded its Adjusted EBITDA target, and returned to GAAP profitability — the first such quarter under the Meridian Holdings brand — while materially strengthening its balance sheet.

First Quarter 2026 Financial Highlights

Revenue of $50.1 million, an increase of $7.4 million or 17% year over year, in line with prior guidance and reflecting continued scale in core Meridianbet operations.

Gross profit of $28.1 million, up 16% year over year, with gross margin of 56.2% broadly consistent with the prior-year period.

Returned to GAAP profitability with net income of $2.2 million, or $0.18 per diluted share, compared with a net loss of $(0.3) million, or $(0.02) per diluted share, in the prior-year period.

Adjusted EBITDA of $6.3 million, up 26% year over year, exceeding previously-issued guidance of $6.1 million. Adjusted EBITDA margin expanded ~86 bps to 12.6%.

Balance sheet strength: cash of $16.2 million, total debt of $29.7 million (-54% YoY), net debt of $13.4 million (-62% YoY), and net debt leverage of 0.53x — the strongest capital structure in Company history.

Operating cash flow of $5.2 million, supporting ongoing deleveraging and disciplined reinvestment in technology and regulated-market expansion.

William Scott, Interim CEO of Meridian, commented, “Q1 2026 marks our first GAAP-profitable quarter under the Meridian Holdings brand and reflects the disciplined execution of our growth plan. We delivered revenue in line with guidance, exceeded our Adjusted EBITDA target, and continued to strengthen the balance sheet — all while expanding our licensed footprint and investing in proprietary technology. We remain focused on scaled execution across our 25+ markets, continued technology integration, and disciplined capital allocation as we position the Company for sustained, profitable growth through 2026 and beyond.”

Segment Performance

Meridianbet Group (B2C sports betting & online casino) – Revenue of $34.9 million, up 26% YoY, representing 69.6% of Company revenue at a 69.3% gross margin. Segment operating income grew 37% YoY to $6.6 million.

Zoran Milosevic, CEO of Meridianbet Group, stated, “The first quarter of 2026 demonstrates the scalability of our platform across multiple regulated markets. At Meridianbet, new customer registrations reached 428,400, up 41% year over year, with depositors up 27% to 283,000 and active users up 21% to 333,700. Our operational foundation is stronger than ever, and we continue to see substantial pipeline across market and product expansion opportunities."

Expanse Studios (in Meridianbet Group) — Expanded its operator network to 1,519 active sites during Q1 2026, adding 175 new sites in the quarter on a cumulative basis, with 77 proprietary game titles, including six new titles launched during the quarter. The subsidiary has filed for system certification in Ontario, Canada, pending regulatory approval, and secured new certifications in Latvia, Estonia, Sweden, and Portugal during the quarter.

RKings & Classics for a Cause — Combined revenue of $12.1 million, up 9% year over year, representing 24% of Company revenue. RKings Revenue reached $7.7 million, up 12% year over year on improving unit economics, with average order value up 29% to $16.91 and value per new registration up 15% to $17.72. At Classics for a Cause, new users rose 18% year over year to 9,813, total transactions grew 12% sequentially, and VIP subscriptions surpassed 10,000 for the first time in 12 months, ending Q1 at 10,750.

GMAG (B2B iGaming aggregation, including MexPlay) — Revenue of $3.1 million in Q1 2026 compared with $3.8 million in the prior year period, representing 6% of Company revenue. The segment onboarded 12 new providers in Q1 2026, compared with 2 in Q1 2025, and deployed 1,382 new games, up 65% year over year from 836. MexPlay, the segment's Mexico-facing online casino, continued to expand its customer base, with registrations reaching 74,000 (up 271% year over year) and first-time depositors climbing to 6,101 (up 198% year over year).

Second Quarter 2026 Preliminary Outlook

Revenue: The Company is issuing Q2 2025 Revenue guidance of $51 million to $53 million, representing 18% to 23% growth over Q2 2025 revenue of $43.2 million. The outlook reflects continued momentum in core Meridianbet operations, incremental contribution from newly certified Expanse markets, and seasonal uplift in retail and online wagering activity.

Rich Christensen, CFO of Meridian, commented, “In the first quarter of 2026 we delivered revenue at guidance and exceeded our Adjusted EBITDA target while materially strengthening the balance sheet. Total debt declined 54% year over year and net debt fell 62%, taking leverage to 0.53x. With $16.2 million of cash, a clean deleveraging trajectory, and accelerating growth, we have meaningful financial flexibility to invest behind the growth plan we have laid out for 2026.”

Earnings Call & Investor Resources

A full visual presentation and the earnings call replay are available at the Meridian Holdings investor relations website: https://meridian-holdings.com/quarterly-results/.

About Meridian Holdings

Meridian Holdings Inc. (NASDAQ: MRDN), headquartered in Las Vegas, Nevada, is an established B2B and B2C gaming technology group operating across 25+ 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 ir@meridian-holdings.com.

Non-GAAP Financial Measures

Adjusted EBITDA, Net Debt, and Net Debt Leverage Ratio are non-Generally Accepted Accounting Principles (GAAP) financial measures presented as supplemental indicators of the Company’s performance and capital structure. These measures are not presented in accordance GAAP.

Adjusted EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization, and further excludes stock-based compensation expense, restructuring costs, and unrealized foreign exchange gain or loss. We present Adjusted EBITDA because we believe it provides investors with additional useful information regarding our core operating performance and the effects of certain non-cash or non-recurring items during the period.

Net Debt is defined as total debt less cash and cash equivalents. Net Debt Leverage Ratio is defined as Net Debt as of the balance sheet date divided by annualized Adjusted EBITDA for the period then ended. We believe these measures provide investors with additional insight into the Company’s leverage and liquidity position, illustrating our ability to service and repay debt using operating performance and available cash resources.

Adjusted EBITDA, Net Debt, and Net Debt Leverage Ratio are non-GAAP measures, are unaudited, and have inherent limitations as analytical tools. These measures should not be considered in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations include: they do not reflect cash expenditures or future capital requirements; they do not reflect working capital requirements or contractual commitments; they do not reflect significant interest expense, principal, or income tax payments; although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may require replacement in the future; and other companies may calculate these measures differently, limiting comparability. The Company’s presentation of these measures should not be construed as implying that future results will be unaffected by unusual or non-recurring items.

For additional information regarding these non-GAAP financial measures, please refer to the sections titled “Reconciliation of U.S. GAAP Net Income (Loss) to EBITDA and Adjusted EBITDA (Unaudited)”, and “Reconciliation of Net Debt and Leverage Calculation (Unaudited)”, included at the end of this release.

The Company does not provide a reconciliation of forward-looking Adjusted EBITDA to the most directly comparable GAAP financial measure because it is unable to do so without unreasonable effort due to the inherent uncertainty in forecasting certain items, including, but not limited to, stock-based compensation, transaction-related expenses, and other non-recurring or non-cash items; accordingly, a reconciliation is not available without unreasonable effort, and the unavailable information could have a material impact on the Company’s future GAAP financial results.

Forward-Looking Statements

Preliminary Outlook

The preliminary outlook for the first quarter of 2026 (the "Preliminary Outlook") included herein was prepared by Meridian in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of Meridian were based, in part, on economic, competitive, and general business conditions prevailing at the time the Preliminary Outlook was developed. Any future changes in these conditions, may materially impact the ability of Meridian to achieve the financial results set forth in the Preliminary Outlook. The Preliminary Outlook is based on numerous assumptions, including realization of the operating strategy of Meridian; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of Meridian, and some or all of which may not materialize. Additionally, to the extent that the assumptions inherent in the Preliminary Outlook are based upon future business decisions and objectives, they are subject to change. Although the Preliminary Outlook is presented with numerical specificity and is based on reasonable expectations developed by Meridian's management, the assumptions and estimates underlying the Preliminary Outlook are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of Meridian. Accordingly, the Preliminary Outlook is only an estimate and is necessarily speculative in nature. It is expected that some or all of the assumptions in the Preliminary Outlook will not be realized and that actual results will vary from the Preliminary Outlook. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Preliminary Outlook. The projected financial information contained herein should not be regarded as a representation or warranty by Meridian, its management, advisors, or any other person that the Preliminary Outlook can or will be achieved. Meridian cautions that the Preliminary Outlook is speculative in nature and based upon subjective decisions and assumptions. As a result, the Preliminary Outlook should not be relied on as necessarily predictive of actual future events.

Contacts

Investors & Press:

ir@meridian-holdings.com

Investor Relations:

Brett Milotte

Brett.milotte@icrinc.com

Meridian Holdings Inc. and Subsidiaries

Consolidated Balance Sheets

As of

March 31,

2026

December 31,

2025

(Unaudited)

(Audited)

ASSETS

Current assets:

Cash and cash equivalents

$ 16,234,441

$ 18,078,300

Accounts receivable, net

5,498,687

7,954,116

Accounts receivable – related parties

476,710

465,691

Taxes receivable

468,208

595,434

Inventory

4,863,081

5,524,570

Prepaid expenses

665,289

652,224

Other current assets

2,276,108

2,167,818

Total current assets

30,482,524

35,438,153

Non-current assets:

Goodwill & intangible assets, net

35,070,728

34,914,920

Property, plant & equipment, net

27,360,672

28,963,866

Investments

3,569,647

3,650,526

Deposits

6,319,264

6,315,584

Operating lease right-of-use assets

6,090,193

6,296,336

Other non-current assets

2,974,242

2,499,415

Total non-current assets

81,384,746

82,640,647

Total assets

$ 111,867,270

$ 118,078,800

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$ 18,374,031

$ 20,572,774

Accounts payable - related parties

438,458

295,165

Current portion of operating lease liability

2,698,136

2,656,508

Current portion of long-term loan

8,032,261

10,581,035

Taxes payable

4,481,640

5,011,261

Other current liabilities

1,136,603

1,592,958

Deferred revenues

1,076,788

1,111,332

Contingent liability

233,988

228,667

Current portion of consideration payable – related parties

15,905,672

16,199,672

Current portion of consideration payable

881,947

1,317,526

Total current liabilities

53,259,524

59,566,898

Non-current liabilities:

Non-current portion of operating lease liability

3,304,088

3,562,859

Non-current portion of long-term loan

4,854,214

6,590,907

Other non-current liabilities

19,044

19,510

Total non-current liabilities

8,177,346

10,173,276

Total liabilities

$ 61,436,870

$ 69,740,174

Shareholders’ equity:

Preferred stock: $0.00001 par value; 20,000,000 shares authorized

Preferred stock, Series C: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively

Common stock: $0.00001 par value; 25,000,000 shares authorized; 12,640,919 and 12,641,023 shares issued and outstanding, respectively

$ 126

Stock payable

102,006

Stock payable – related party

573,154

Additional paid-in capital

83,180,297

82,933,355

Treasury stock, at cost (17,062 and 17,062 shares, respectively)

(244,208 )

Accumulated other comprehensive income (loss)

(4,076,810 )

(3,753,485 )

Accumulated earnings

(30,804,827 )

(33,065,622 )

Total shareholders’ equity of MRDN

48,729,738

46,545,326

Noncontrolling interests

1,700,662

1,793,300

Total equity

50,430,400

48,338,626

Total liabilities and equity

$ 111,867,270

$ 118,078,800

Meridian Holdings Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenues

$ 50,103,870

$ 42,723,053

Cost of goods sold

(21,959,630 )

(18,527,092 )

Gross profit

28,144,240

24,195,961

Operating expenses

Selling, general and administrative expenses

24,987,116

24,301,978

Income (loss) from operations

3,157,124

(106,017 )

Other income (expense):

Interest expense

(353,726 )

(1,471,360 )

Interest earned

5,999

43,936

Foreign exchange gain (loss)

(412,194 )

433,668

Other income

467,088

505,503

Total other income (expense)

(292,833 )

(488,253 )

Net income (loss) before tax

2,864,291

(594,270 )

Provision for income taxes

696,134

(336,053 )

Net income (loss)

$ 2,168,157

$ (258,217 )

Less: Net loss attributable to noncontrolling interest

(92,638 )

(26,609 )

Net income (loss) attributable to MRDN

$ 2,260,795

$ (231,608 )

Weighted average ordinary shares outstanding:

Basic

12,640,999

10,977,405

Diluted

12,785,352

10,977,405

Net earnings (losses) per ordinary share attributable to MRDN:

Basic

$ 0.18

$ (0.02 )

Diluted

$ 0.18

$ (0.02 )

Net income (loss)

$ 2,168,157

$ (258,217 )

Foreign currency translation adjustments

(323,325 )

1,371,048

Comprehensive income

1,844,832

1,112,831

Less: Net loss attributable to noncontrolling interest

(92,638 )

(26,609 )

Comprehensive income attributable to MRDN

$ 1,937,470

$ 1,139,440

Meridian Holdings Inc. and Subsidiaries

Consolidated Statements of Cash Flow

(Unaudited)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

$ 2,168,157

$ (258,217 )

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Fair value of stock-based compensation

248,057

1,040,325

Non-cash interest expense related to debt discount amortization

75,670

952,546

Amortization of intangible assets

1,025,175

2,152,640

Depreciation of property, plant and equipment

1,435,955

1,436,247

Bad debt expense

102,176

73,208

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

2,357,254

(897,968 )

(Increase) decrease in accounts receivable – related party

(39,250 )

49,188

(Increase) decrease in taxes receivable

127,226

141,625

(Increase) decrease in prepaid expenses

(15,305 )

(69,053 )

(Increase) decrease in other current assets

(106,021 )

295,349

(Increase) decrease in inventories

597,556

(820,433 )

(Increase) decrease in deposits

(3,680 )

145,038

(Increase) decrease in other non-current assets

14,369

22,962

Increase (decrease) in accounts payable and accrued liabilities

(1,863,677 )

4,122,296

Increase (decrease) in accounts payable – related party

142,627

210,082

Increase (decrease) in taxes payable

(534,454 )

(880,465 )

Increase (decrease) in deferred revenues

(36,875 )

31,180

Increase (decrease) in customer deposit

(564,203 )

60,944

Increase (decrease) in other current liabilities

108,107

122,138

Increase (decrease) in other liabilities

(641,246 )

(310,649 )

Increase (decrease) in operating lease liabilities

557,819

120,654

Net cash provided by operating activities

$ 5,155,437

$ 7,739,637

Cash flows from investing activities:

Cash paid for intangible assets

(1,405,432 )

(2,339,700 )

Cash paid for investments

(7,373 )

Proceeds from sale of property, plant and equipment

37,227

(1,107,424 )

Cash paid for purchase of subsidiaries

(806,390 )

(426,700 )

Cash distribution to former owners of MeridianBet Group in connection with the Purchase

(294,000 )

(1,459,642 )

Net cash used in investing activities

$ (2,468,595 )

$ (5,340,839 )

Cash flows from financing activities:

Repayment on debt

(3,791,674 )

(4,428,626 )

Repayment of lease

(780,668 )

(571,438 )

Payments of fractional shares

(1,115 )

Net cash used in financing activities

$ (4,573,457 )

$ (5,000,064 )

Effect of exchange rate changes on cash

42,756

2,137,248

Net increase in cash and cash equivalents

(1,843,859 )

(464,018 )

Cash and cash equivalents at beginning of year

18,078,300

30,125,944

Cash and cash equivalents at end of the quarter

$ 16,234,441

$ 29,661,926

Supplemental cash flows disclosures

Interest paid

$ 277,110

$ 514,864

Tax paid

$ 705,152

$ 758,934

Non-cash financing activities

Common stock issued for vested RSUs

$ -

$ 9

Debt conversion

$ -

$ 1,666,949

Acquisition of minority interest

$ -

$ 393,038

Reconciliation of U.S. GAAP Net Income (Loss) to EBITDA and Adjusted EBITDA (Unaudited)

Three Months Period Ended

March 31, 2026

March 31, 2025

Net income (loss)

$ 2,168,157

$ (258,217 )

+ Interest expense

353,726

1,471,360

- Interest income

(5,999 )

(43,936 )

+ Taxes

696,134

(336,053 )

+ Depreciation

1,435,955

1,436,247

+ Amortization

1,025,175

2,152,640

EBITDA

$ 5,673,148

$ 4,422,041

+ Stock-based compensation

248,057

1,040,325

+ Restructuring costs

149,934

- Unrealized foreign exchange gain or (loss)

368,174

(617,913 )

Adjusted EBITDA

$ 6,289,379

$ 4,994,387

Reconciliation of Net Debt and Leverage Calculation (Unaudited)

Debt

$ 29,674,094

Less: cash and cash equivalents

16,234,441

Net debt

13,439,653

Divided by: annualized Q1 2026 Adjusted EBITDA

25,157,516

Net debt leverage ratio

0.53

EX-99.2 — PRESENTATION OF MERIDIAN HOLDINGS INC

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Apr. 28, 2026

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3651 Lindell Road

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