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Galaxy Gaming Completes Cancellation of All Outstanding Warrants

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Galaxy Gaming (OTCQB: GLXZ) cancelled 778,320 common stock purchase warrants held by affiliated entities of former lender Fortress Credit Corp, eliminating roughly 3% of its fully diluted share count. The warrants had a $0.01 exercise price and were originally issued with a prior term loan facility repaid in January 2025.

Galaxy paid about $1.2 million in cash, funded from cash on hand, to cancel the warrants, leaving the company with no warrants outstanding. The transaction counts against the $4.0 million share repurchase authorization adopted on July 22, 2026. Including a privately negotiated repurchase of 330,758 shares on July 31, 2026, approximately $2.3 million remains available under the program.

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Positive

  • Cancellation of 778,320 warrants removing approximately 3% of fully diluted shares
  • $1.2 million cash payment retires all remaining warrants, eliminating potential dilution
  • No warrants outstanding simplifies capital structure after the transaction
  • $4.0 million repurchase authorization remains partly unused, with about $2.3 million still available

Negative

  • $1.2 million cash outlay reduces cash on hand used for warrant cancellation
  • Repurchase capacity reduced as part of the $4.0 million authorization is now consumed by the warrant transaction

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction retires 778,320 warrants representing approximately 3% of fully diluted shares

LAS VEGAS, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Galaxy Gaming, Inc.® (OTCQB: GLXZ) (“Galaxy” or the “Company”), a leading developer and distributor of casino table games, bonusing systems, and technology solutions, today announced that it has eliminated all outstanding warrants through the cancellation of 778,320 common stock purchase warrants held by affiliated entities of former lender Fortress Credit Corp. The cancellation eliminates approximately 3% of the Company's fully diluted share count.

The warrants, which carried an exercise price of $0.01 per share, were issued in connection with the Company's prior term loan facility. That facility was repaid in full and terminated in January 2025, when Galaxy refinanced the debt through its current credit agreement with Bank of Montreal. The warrants remained outstanding following the refinancing with Bank of Montreal.

Galaxy paid approximately $1.2 million in cash to cancel the warrants in their entirety, funded from cash on hand. Following the transaction, the Company has no warrants outstanding.

The cancellation eliminates 778,320 shares that would have been issuable upon exercise of the warrants. The transaction was applied against the $4.0 million share repurchase authorization adopted by the Company's Board of Directors on July 22, 2026. Together with the Company's privately negotiated repurchase of 330,758 shares completed on July 31, 2026, approximately $2.3 million remains available under the program.

“These warrants were the last remaining overhang from our prior capital structure, and we retired all of them in a single transaction at an attractive price,” said Matt Reback, President and Chief Executive Officer of Galaxy Gaming. “The objective of our repurchase program is to reduce share count on the best terms available, and this transaction accomplished that more efficiently than comparable open market purchases. By eliminating these warrants, we have simplified our capital structure, removed potential dilution, and increased the effectiveness of future share repurchases. These actions benefit every shareholder, and reflect the same conviction that led our Board to authorize the program last month. Galaxy continues to generate strong free cash flow, and we remain disciplined about how we deploy it — investing first in our products and the people who build them, then in selective acquisitions that align with our overall strategy, and then in strengthening the balance sheet when transactions like this are available on attractive terms."

Additional information regarding the transaction is contained in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.

Cautionary Note Regarding Forward-Looking Statements

Some of the information contained in this press release includes forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “might,” “expect,” “intend,” “target,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements on our current expectations, assumptions and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement.

These risks and uncertainties include, but are not limited to, changes in the trading price of our common stock that may impact share repurchases; our available cash and liquidity; the effects of the termination of the merger with Evolution Malta Holding Limited on our business and on the market price of our common stock;  the ability of the Company to enter and maintain strategic alliances, product placements or installations in land based casinos or grow its iGaming business, garner new market share, secure licenses in new jurisdictions or maintain existing licenses, successfully develop or acquire and sell proprietary products, comply with regulations, including changes in gaming related and non-gaming related statutes and regulations that affect the revenues of our customers in land-based casino and, online casino markets, have its games approved by relevant jurisdictions, unfavorable economic conditions in the US and worldwide, our level of indebtedness, restrictions and covenants in our loan agreement, dependence on major customers, protection of intellectual property and our ability to license the intellectual property rights of third parties, failure to maintain the integrity of our information technology systems, including without limitation, cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business, and other factors. Additional information concerning these and other risk factors can be found in the Company’s filings with the Securities and Exchange Commission, including in the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statement.

About Galaxy Gaming

Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative games, bonusing systems, and technology solutions to physical and online casinos worldwide. Galaxy Gaming offers games proven to perform developed by gaming experts and backed by the highest level of customer support. Galaxy Gaming Digital is the world’s leading licensor of proprietary table games to the online gaming industry. Galaxy Gaming has over 140 licenses worldwide, including licenses in 28 U.S. states and more than 30 countries around the world.

Relations Contacts:

Investor Relations:
Steve Kopjo (702) 727-8886

Media: 
Phylicia Middleton (702) 938-1753 


FAQ

What did Galaxy Gaming (GLXZ) announce about its outstanding warrants on August 17, 2026?

Galaxy Gaming announced it cancelled all remaining outstanding warrants, totaling 778,320 common stock purchase warrants. According to the company, these represented about 3% of fully diluted shares and were held by affiliated entities of former lender Fortress Credit Corp.

How many Galaxy Gaming (GLXZ) shares were affected by the warrant cancellation?

The cancellation removed 778,320 shares that would have been issuable upon exercise of the warrants. According to Galaxy Gaming, this represented approximately 3% of the company’s fully diluted share count, thereby eliminating that potential dilution for existing shareholders.

How much did Galaxy Gaming (GLXZ) pay to cancel its warrants, and how was it funded?

Galaxy Gaming paid approximately $1.2 million in cash to cancel the warrants. According to the company, the payment was funded entirely from cash on hand, meaning no new borrowing or equity issuance was required for the transaction.

How does the warrant cancellation impact Galaxy Gaming’s (GLXZ) share repurchase program?

The warrant cancellation was applied against Galaxy Gaming’s $4.0 million share repurchase authorization. According to the company, after including a privately negotiated repurchase of 330,758 shares, approximately $2.3 million remains available under the program.

Does Galaxy Gaming (GLXZ) have any warrants outstanding after this transaction?

No, Galaxy Gaming reports that it now has no warrants outstanding. According to the company, cancelling the 778,320 warrants eliminated the last remaining overhang from its prior capital structure and simplified its equity profile for investors.

What was the exercise price of the cancelled Galaxy Gaming (GLXZ) warrants?

The cancelled warrants had an exercise price of $0.01 per share. According to Galaxy Gaming, these warrants were originally issued in connection with a prior term loan facility that was fully repaid and terminated when the company refinanced with Bank of Montreal in January 2025.

How does Galaxy Gaming (GLXZ) describe the strategic rationale for cancelling its warrants?

Galaxy Gaming describes the cancellation as simplifying its capital structure and removing potential dilution. According to the company, using the repurchase program for this transaction reduced share count more efficiently than comparable open-market purchases and supports future share repurchase effectiveness.