Meridian Holdings (MRDN) risk factors, FY2025 10-K

Risks Related to Our Business Operations and Industry

1. 01We face the risk of fraud, theft, and cheating. We face cyber security risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data
2. 02There may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that could subject the Company to significant reputational, financial, legal and operational consequences
3. 09Economic downturns and adverse political and market conditions could adversely negatively affect the Company’s business, financial condition and results of operations
4. 10Economic uncertainty may affect consumer purchases of discretionary items, which has affected and may continue to adversely affect demand for the Company’s products and services36% rewritten
5. 11Economic uncertainty may affect our access to capital and/or increase the costs of such capital26% rewritten
6. 12A reduction in discretionary consumer spending, from an economic downturn or disruption of financial markets or other factors, could negatively impact the financial performance of the Company
7. 13During periods of economic contraction, the Company’s revenues may decrease while most of the Company’s costs remain fixed and some costs even increase, resulting in decreased earnings
8. 14We are subject to competitive pressures arising from competition in online betting and iGaming, as well as from prediction markets, illegal operators and new entrants into the markets in which we operateNew
9. 15Global pandemics could in the future have an adverse impact on our revenue and results of operations60% rewritten
10. 16The Company’s ongoing investments in new products, services, and technologies is inherently risky, and could divert management attention and harm the Company’s financial condition and operating results
11. 17The Company operates in a rapidly evolving industry and if it fails to successfully develop, market or sell new products or adopt new technology, it could materially adversely affect its results of operations and financial condition
12. 18competitor product introductions or regulatory changes that render our new products obsolete
13. 19The Company relies on third-party payment processors to process deposits and withdrawals made by users, and if they cannot manage their relationships with such third parties and other payment-related risks, their business, financial condition and results of operations could be adversely affected
14. 20If the Company is not able to compete effectively against companies with greater resources, the Company’s prospects for future success will be jeopardized
15. 21In the past we have been affected by, and in the future, we may be affected by, unauthorized transfers, withdrawals, wires, charges, checks and payments, from our bank accounts and service providers64% rewritten
16. 22Additionally, during September 2024, the Company, through RKings, experienced unauthorized charges on its Facebook account totaling $382,368. The full amount has since been refundedNew
17. 23The online gaming industry is highly competitive, and if the Company fails to compete effectively, it could experience price reductions, reduced margins or loss of revenues
18. 24We face the risk of fraud, theft, and cheating
19. 25MeridianBet Group’s operations are subject to potential future disruptions from military activities, skirmishes, coups, terrorist activities and wars, in the Balkans
20. 26We face cyber security risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data
21. 27Our technology, systems and infrastructure have previously experienced, and may in the future, experience, a disruption in service, failure or a loss of data, which have in the past, and may in the future, cause financial and reputational harm to our business
22. 28Systems failures and resulting interruptions in the availability of our websites, applications, products, or services could harm our business
23. 29Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, bank closures or FDIC takeovers, could adversely affect our business, financial condition or results of operations
24. 30We have business operations located in non-U.S. countries which subject us to additional costs and risks that could adversely affect our operating results
25. 31reduced protection for intellectual property rights in some countries
26. 32Our results of operations may be adversely affected by fluctuations in currency values
27. 33The Company depends on the services of key personnel to execute its business strategy. If it loses the services of its key personnel or we are unable to attract and retain other qualified personnel, we may be unable to operate our business effectively
28. 34We rely on third party cloud services and such providers or services have in the past, and may in the future, encounter technical problems and service interruptions
29. 35Our operations rely heavily on an uninterrupted supply of electrical power
30. 36Our business is vulnerable to changing economic conditions and to other factors that adversely affect the industries in which we operate
31. 37The Company’s results of operations could be affected by natural events in the locations in which we operate or where our customers or service providers operate and we do not currently have insurance in place to mitigate such risks
32. 38Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase
33. 39There is a risk that the Company’s network systems will be unable to meet the growing demand for its online products
34. 40The internet’s viability as a medium for products and services offered by us could be affected if the necessary infrastructure is not sufficient, or if other technologies and technological devices eclipse the internet as a viable channel
35. 41Malfunctions of third-party communications infrastructure, hardware and software expose us to a variety of risks we cannot control
36. 42The operations of the Company are seasonal

Risks Related to our Common Stock and Securities

1. 03Aleksandar Milovanović exercises majority voting control over us, which limits your ability to influence corporate matters and could delay or prevent a change in corporate control82% rewritten
2. 63Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders
3. 64Certain warrants we have granted include anti-dilutive rights40% rewritten
4. 65There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our common stock has been, and may continue to be, volatile49% rewritten
5. 66Our common stock may continue to be followed by only a limited number of analysts and there may continue to be a limited number of institutions acting as market makers for our common stock
6. 67We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future20% rewritten
7. 68passage of legislation or other regulatory developments that adversely affect us or the gaming industry
8. 69Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives35% rewritten
9. 70The issuance of common stock upon exercise of warrants will cause immediate and substantial dilution to existing shareholders99% rewritten

Risks Related to the Company’s Need for Additional Funding and Financial Agreements

1. 04We may require additional financing, and we may not be able to raise funds on favorable terms, or at all29% rewritten
2. 05if we fail to obtain required additional financing to grow our business, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial conditionNew
3. 06As of December 31, 2025, the outstanding consideration payable to the Meridian Sellers was $16,199,672New
4. 07We may choose not to sell any shares of common stock under our Distribution Agreement.*
5. 08During the twelve months ended December 31, 2025, we sold an aggregate of 204,285 shares of our common stock under the ATM Program for net proceeds of approximately $2,960,897, after deducting commissionsNew

Risks Related to Regulation

1. 43Our products are generally part of new and evolving industries, which presents significant uncertainty and business risks
2. 44Changes in the UK government’s or the Republic of Ireland’s rules relating to gaming could have a material negative impact on our business21% rewritten
3. 45We are subject to various laws relating to trade, export controls, anti-corruption, sanctions, and anti-money laundering, the violation of which could adversely affect our operations, reputation, business, prospects, operating results and financial condition68% rewritten
4. 46The Company’s ability to operate in the U.S. is currently, and may continue to be, limited
5. 47Our product offerings must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed
6. 48Legislative and regulatory changes could negatively affect our business and the business of our customers
7. 49Material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming could have a material adverse effect on our future financial results
8. 50Gaming opponents may persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit the growth of our operations
9. 51Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations
10. 52The gaming industry is highly regulated, and we must adhere to various regulations and maintain applicable licenses to continue our operations. Failure to abide by regulations or maintain applicable licenses could be disruptive to our business and could adversely affect our operations
11. 53We may be unable to obtain licenses in new jurisdictions where we or our customers operate
12. 54Privacy concerns could result in regulatory changes and impose additional costs and liabilities on the Company, limit its use of information, and adversely affect its business

Risks Related to Intellectual Property and Technology

1. 55If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected
2. 56Our intellectual property may be insufficient to properly safeguard our technology and brands
3. 57We may be subject to claims of intellectual property infringement or invalidity and adverse outcomes of litigation could unfavorably affect our operating results

Risks Related to our Management

1. 58We rely on our management and if they were to leave our company our business plan could be adversely affected
2. 59the board maintains a Compensation Committee with prescribed duties and a written charter and comprised solely of independent directors
3. 60Consequently, Company stockholders have less influence over the management and policies of the Company and the Meridian Sellers are effectively in control of the Company
4. 61Potential competition from existing executive officers, after they leave our employment, and the Meridian Sellers, subject to the non-compete terms of the MeridianBet Purchase Agreement, could negatively impact the profitability of the Company

Risks Related to International Operations

1. 62The Company may in the future enter into agreements and conduct activities outside of the jurisdictions where they currently carry on business, which expansion may present challenges and risks that we have not faced in the past, any of which could adversely affect their results of operations and/or financial condition

Risks Related to the Use of Artificial Intelligence

1. 71The Company’s use of artificial intelligence technologies exposes it to a variety of risks that could adversely affect its business, financial condition, and results of operationsNew
2. 72Although the Company’s current AI systems are limited to recommendation functionality and do not utilize generative AI, there remains a risk that outputs may be irrelevant, inappropriate, or inconsistent with user expectations. The Company may not be able to detect or remediate such issues in a timely mannerNew
3. 73In addition, the Company faces competitive risks related to AI. Competitors may develop more advanced or effective AI capabilities, which could reduce the relative attractiveness of the Company’s products and servicesNew
4. 74We incur significant costs to ensure compliance with U.S. and Nasdaq Capital Market reporting and corporate governance requirements
5. 75We need to meet certain continued listing requirements of The Nasdaq Capital Market in order to not have our common stock delisted from such markets51% rewritten

Risks Related To our Governing Documents and Nevada Law

1. 76Our Bylaws, as amended, provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers or directors
2. 77The limitation of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to them may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees
3. 78Anti-takeover provisions in our Articles of Incorporation, as amended and our Bylaws, as amended, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock
4. 79limiting the liability of, and providing indemnification to, our directors and officers
5. 80Our Articles of Incorporation allow for our Board of Directors to create a new series of preferred stock without further approval by our shareholders, which could have an anti-takeover effect and could adversely affect holders of our common stock
6. 81If we make any future acquisitions, they may disrupt or have a negative impact on our business
7. 82potential expenses under the labor, environmental and other laws of various jurisdictions
8. 83Our insurance may not provide adequate levels of coverage against claims
9. 84We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment
10. 85We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends
11. 86We are party to pending litigation in various jurisdictions and with various plaintiffs, and we may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business
12. 87Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock
13. 88The sale of shares by our directors and officers may adversely affect the market price for our shares
14. 89Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock78% rewritten
15. 90A significant number of our shares are eligible for sale and their sale or potential sale may depress the market price of our common stock
16. 91Our ability to grow and compete in the future will be adversely affected if adequate capital is not available
17. 92If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected
18. 93We may be adversely affected by climate change or by legal, regulatory or market responses to such change
19. 94We might be adversely impacted by changes in accounting standards