[10-Q] Galaxy Gaming, Inc. Quarterly Earnings Report
Galaxy Gaming (GLXZ) filed its Q3 2025 10‑Q, reporting total revenue of $7,325,142 and net income of $1,039,139, a turnaround from a loss a year ago. Operating income was $1,903,652, supported by lower selling, general and administrative costs and reduced interest expense after refinancing.
Digital revenue grew, while perpetual license sales declined on timing. Year‑to‑date revenue was $22,637,766 with a small net loss of $31,786, reflecting a $2,969,585 debt extinguishment loss from replacing Fortress debt with a new $45,000,000 BMO term loan. Cash was $3,334,579; gross long‑term debt was $40,422,767 ($40,187,500 BMO term loan and $235,267 insurance notes). Stockholders’ deficit stood at $(19,063,715).
The company reaffirmed its merger agreement with Evolution at $3.20 per share. All conditions were met as of October 18, 2025 except gaming approvals, automatically extending the outside date to January 18, 2026. Galaxy anticipates regulatory consideration in December 2025 and, subject to approvals and all conditions, closing prior to year‑end 2025.
- None.
- None.
Insights
Refinancing cut interest costs; merger timing hinges on approvals.
Galaxy Gaming refinanced Fortress with a BMO facility, borrowing
The BMO term loan and revolver mature on the earlier of
On the merger, all conditions were satisfied as of
Ok
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of small business issuer as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Issuer’s telephone number) |
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Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
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Trading symbol |
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OTCQB marketplace |
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the issuer has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
Large accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
GALAXY GAMING, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
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PART I
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Item 1: |
Financial Statements (unaudited) |
3 |
Item 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
Item 3: |
Quantitative and Qualitative Disclosures About Market Risk |
26 |
Item 4: |
Controls and Procedures |
26 |
Item 5: |
Other Information |
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PART II
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Item 1: |
Legal Proceedings |
27 |
Item 1A: |
Risk Factors |
27 |
Item 2: |
Unregistered Sales of Equity Securities and Use of Proceeds |
27 |
Item 6: |
Exhibits |
28 |
2
PART I
ITEM 1. FINANCIAL STATEMENTS
Our financial statements included in this Form 10-Q are as follows:
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited) |
4 |
Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (unaudited) |
5 |
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (unaudited) |
6 |
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) |
7 |
Notes to Condensed Consolidated Financial Statements (unaudited) |
8 |
3
GALAXY GAMING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS |
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September 30, |
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December 31, |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance of $ |
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Income tax receivable |
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Prepaid expenses |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Assets deployed at client locations, net |
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Goodwill |
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Other intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
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Accrued expenses |
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Current portion of operating lease liabilities |
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Current portion of long-term debt |
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Revenue contract liability |
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— |
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Total current liabilities |
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Long-term operating lease liabilities |
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Long-term debt and liabilities, net |
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Deferred tax liabilities, net |
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Total liabilities |
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Stockholders’ deficit |
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Preferred stock, |
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Common stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
4
GALAXY GAMING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, 2025 |
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September 30, 2024 |
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September 30, 2025 |
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September 30, 2024 |
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Revenue: |
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Licensing fees |
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$ |
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$ |
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$ |
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$ |
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Total revenue |
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Costs and expenses: |
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Cost of ancillary products and assembled components |
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Selling, general and administrative |
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Research and development |
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Depreciation and amortization |
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Stock-based compensation |
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Total costs and expenses |
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Income (loss) from operations |
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Other income (expense): |
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Interest income |
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Interest expense |
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Foreign currency exchange (loss) gain |
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Loss on extinguishment of debt |
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— |
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— |
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— |
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Total other expense, net |
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Income (loss) before provision for income taxes |
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( |
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Benefit (provision) for income taxes |
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( |
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Net income (loss) |
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( |
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Foreign currency translation adjustment |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per share: |
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Basic |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Diluted |
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$ |
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$ |
( |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
GALAXY GAMING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
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Common Stock |
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Additional Paid-in |
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Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Loss) Income |
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Deficit |
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Beginning balance, December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Foreign currency translation gain |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation gain |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation gain |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Balance, September 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Common Stock |
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Additional Paid-in |
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Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Deficit |
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Beginning balance, December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock options exercised |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Balance, March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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Balance, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Foreign currency translation loss |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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Balance, September 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
6
GALAXY GAMING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended |
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September 30, 2025 |
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September 30, 2024 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of right-of-use assets |
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Amortization of debt issuance costs and debt discount |
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Bad debt expense (recovery) |
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Gain (loss) on disposal of property & equipment |
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Deferred income tax |
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Stock-based compensation |
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Loss on extinguishment of debt |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Income tax receivable |
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( |
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Prepaid expenses and other current assets |
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Other assets |
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Accounts payable |
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Accrued expenses |
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Revenue contract liability |
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Operating lease liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Investment in internally developed software |
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( |
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( |
) |
Acquisition of property and equipment |
|
|
( |
) |
|
|
— |
|
Acquisition of assemblies in process |
|
|
( |
) |
|
|
( |
) |
Acquisition of assets deployed at client locations |
|
|
( |
) |
|
|
( |
) |
Transfer of title of assets deployed at client locations to perpetual license customer |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from BMO Credit Agreement |
|
|
|
|
|
— |
|
|
Principal payments on long-term debt (Fortress) |
|
|
( |
) |
|
|
( |
) |
Principal payments on long-term debt (BMO) |
|
|
( |
) |
|
|
— |
|
Principal payments on long-term debt (Insurance) |
|
|
( |
) |
|
|
— |
|
Payments of debt issuance costs |
|
|
( |
) |
|
|
— |
|
Fees associated with debt transactions — prior debt |
|
|
( |
) |
|
|
— |
|
Proceeds from stock option exercises |
|
|
|
|
|
|
||
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash |
|
|
|
|
|
|
||
Net (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents – beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents – end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Supplemental schedule of non-cash activities: |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
GALAXY GAMING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF OPERATIONS
Unless the context indicates otherwise, references to “Galaxy,” “we,” “us,” “our,” or the “Company,” refer to Galaxy Gaming, Inc., a Nevada corporation.
We are an established global gaming company specializing in the design, development, acquisition, assembly, marketing and licensing of proprietary casino table games, side bets, and associated technology, platforms and systems for the casino and iGaming industries. Casinos use our proprietary products and services to enhance their gaming operations and improve their profitability and productivity, as well as to offer popular cutting-edge gaming entertainment content and technology to their players. We market our products and services to online and land-based casinos worldwide with products currently present in North America, the Caribbean, Central America, the United Kingdom, Europe, Africa, and to cruise ships exploring the world's oceans. We license our products and services for use in regulated land-based gaming markets. We also license our content and distribute content from other companies to iGaming operators in gaming markets throughout the world where iGaming is not illegal.
On
Upon the closing of the Merger, each share of common stock, par value $
Consummation of the Merger is subject to the satisfaction or waiver of certain closing conditions, including approval by at least a majority of the voting power of the outstanding shares of the Company’s common stock of the Merger Agreement and the transactions contemplated thereby, including the Merger, and the receipt of certain gaming regulatory approvals. At the special meeting of the Company’s stockholders held on November 12, 2024, stockholders voted to approve the Merger. Upon completion of the Merger, the Company will become a privately held company and shares of Company’s common stock will no longer be listed on any public market.
Under the terms of the Merger Agreement, if the Merger has not been consummated by
Galaxy and Evolution continue to be actively engaged with gaming regulators to secure the approvals required to satisfy the Gaming Approval Closing Condition, and, consistent with Galaxy's prior disclosure, Galaxy continues to anticipate regulatory consideration of the transaction to occur in December of 2025, and subject to regulatory approval and satisfaction of all closing conditions, closing of the transaction to occur prior to the end of the calendar year 2025.
8
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments (including all those of a recurring nature and those necessary in order for the financial statements to not be misleading) and all disclosures to present fairly our financial position and the results of our operations and cash flows for the periods presented.
The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes as of and for the year ended December 31, 2024 included in our 2024 Form 10-K ("2024 10-K").
Use of estimates and assumptions. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make decisions based upon estimates, assumptions, and factors considered relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of the estimates and assumptions. Accordingly, actual results could differ materially from those anticipated.
Consolidation. The financial statements are presented on a consolidated basis and include the results of the Company and its wholly owned subsidiaries, Progressive Games Partner, LLC ("PGP") and Galaxy Gaming-01 LLC ("GG-01"). All intercompany transactions and balances have been eliminated in consolidation.
Cash and cash equivalents. Cash and cash equivalents consist primarily of deposits held at major banks and highly liquid investments with original maturities of three months or less. With the exception of funds held outside the U.S., these deposits are in insured banking institutions, which are insured up to $
Accounts receivable and allowance for credit losses. Accounts receivable are stated at face value net of allowance for credit losses. Management estimates the allowance for expected credit losses balance using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current environmental economic conditions and reasonable and supportable forecast. The allowance for expected credit losses on financial instruments is measured on a collective (pool) basis when similar risk characteristics exist. Accounts receivable are non-interest bearing. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.
For the three and nine months ended September 30, 2025, there was
Goodwill. The excess of the purchase price of an acquired business over the estimated fair value of the assets acquired and the liabilities assumed, is recorded as goodwill. The Company tests for possible impairment of goodwill at least annually, or when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the reporting unit’s fair value of goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If the Company determines that it is more likely than not that a reporting unit’s fair value is less than its carrying value, the Company performs a quantitative goodwill impairment analysis, and depending upon the results of that measurement, the recorded goodwill may be written down and charged to income from operations when the carrying amount of the reporting unit exceeds the fair value of the reporting unit.
Other intangible assets, net.
Patents |
|
Customer relationships |
|
Trademarks |
|
Intellectual property |
|
Non-compete agreements |
|
Software |
9
Software relates primarily to assets where costs are capitalizable during the application development phase. External and internal labor-related costs associated with product development are included in software. The Company reviews its identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized for identifiable intangibles, other than goodwill, when indicators of impairment are present and the estimated undiscounted cash flows are not sufficient to recover the assets’ carrying amount.
Fair value of financial instruments. Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), defines fair value and provides guidance on how to measure it. ASC 820 outlines required disclosures and describes valuation techniques, including the market approach (using comparable market prices), the income approach (present value of future income or cash flows), and the cost approach (replacement cost of an asset's service capacity). ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows:
The carrying values of cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. The estimated fair value of our long-term debt approximates its carrying value based upon our expected borrowing rate for debt with similar remaining maturities and comparable risk (level 2). The Company currently has no financial instruments measured at estimated fair value on a recurring basis based on valuation reports provided by counterparties.
Leases. The Company classifies leases at inception as operating leases or finance leases in accordance with ASC 842, "Leases." We account for lease components (such as rent payments) separately from non-lease components (such as common-area maintenance costs, real estate and sales taxes and insurance costs). Operating and finance leases with terms greater than 12 months are recorded on the condensed consolidated balance sheets as right-of-use assets with corresponding lease liabilities. Lease liabilities are amortized over the lease term using the effective interest method, while lease assets are depreciated over the shorter of the asset's useful life or the lease term. The discount rate used to determine present value is typically the incremental borrowing rate at lease commencement, unless the implicit rate in the lease is readily determinable. Subsequent changes in lease terms or payments are adjusted accordingly.
Revenue recognition. We account for our revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). See Note 3.
Foreign currency translation. The functional currency for PGP is the Euro. Gains and losses from settlement of transactions involving foreign currency amounts are included in other income or expense in the Condensed Consolidated Statements of Operations. Gains and losses resulting from translating assets and liabilities from the functional currency to U.S. dollars are included in accumulated other comprehensive income or (loss) in the Condensed Consolidated Statements of Changes in Stockholders’ Deficit.
Basic and diluted earnings (loss) per share. Basic earnings (loss) per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the employee stock purchase plan, and unvested restricted stock units (“RSUs”).
Segment information. Operating segments are defined as components of our enterprise for which separate financial information is regularly reviewed by the Chief Operating Decision Maker ("CODM"), CEO, Matthew Reback, to assess performance and make operational decisions. Currently, we have two revenue streams—land-based gaming and online gaming—that are aggregated into a single reporting segment based on their similar economic characteristics, products, and distribution methods. See Note 7.
The CODM evaluates performance and allocates resources based on consolidated net income (loss), which is the primary performance metric for the reporting segment. Additionally, the CODM reviews reporting segment revenue in conjunction with consolidated revenues, expenses, and net income (loss) to assess performance. The accounting policies of the reporting segment are consistent with those described in the summary of significant accounting policies.
Other significant accounting policies. Our significant accounting policies are described in our 2024 10-K. There have been no material changes to those policies.
10
Recently issued accounting pronouncements. Accounting Standard Update 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
Accounting Standard Update 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03"). In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
Accounting Standard Update 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). In July 2025, the FASB issued ASU 2025-05 to address challenges in applying the current expected credit loss ("CECL") model to current accounts receivable and contract assets related to revenue from customers. The amendments are intended to reduce the cost and complexity of estimating credit losses for current accounts receivables while maintaining decision-useful information for financial statement users. The amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
Accounting Standards Update 2025-06, "Accounting for Internal-Use Software" ("ASU 2025-06"). In September 2025, the FASB issued ASU 2025-06 to simplify the accounting for internal-use software by replacing the stage-based model with a principles-based approach. The amendments aim to align accounting with modern development practices and reduce complexity. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
11
NOTE 3. REVENUE RECOGNITION
Revenue recognition. We generate revenue primarily from the licensing of our intellectual property and the intellectual property that we license from third parties. We recognize revenue under recurring fee license contracts monthly as we satisfy our performance obligation, which consists of granting the customer the right to use said intellectual property. Amounts billed are determined based on flat rates or usage rates stipulated in the customer contract.
From time to time, we may sell the perpetual right to use our intellectual property for our progressive gaming systems, that is separate from the licensing of our game content and from time to time, sell the units used to deliver the progressive gaming systems. Control transfers and we recognize revenue at a point in time when the gaming system is available for use by a customer, which is no earlier than the shipment of the products to the customer or an intermediary for the customer.
From time to time, the Company licenses intellectual property from third-party owners and re-licenses that intellectual property to its customers. In these arrangements, the Company usually agrees to pay the owner of the intellectual property a royalty based on the revenues the Company receives from licensing the intellectual property to its customers. Depending on the relationship between Galaxy and the licensor, those royalties are either deducted from gross revenue to arrive at net revenue or are included in operating expenses.
Disaggregation of revenue.
|
|
Three Months |
|
|
Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
The Americas |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract liabilities. Amounts billed and cash received in advance of performance obligations fulfilled are recorded as contract liabilities and recognized as revenue when performance obligations are fulfilled.
On May 10, 2023, the Company and a customer entered into an amended and restated agreement (the "Agreement"). The Agreement amends and restates a previous agreement between the parties, dated June 2, 2015, for the provision of licenses for certain table game content and related intellectual property which the Company, succeeded to as successor in interest by merger with PGP.
The Agreement guarantees a minimum payment from the customer of €
Contract assets. The Company’s contract assets consist solely of unbilled receivables which are recorded when the Company recognizes revenue in advance of billings. Unbilled receivables are included in the balance of accounts receivable, net of allowance on the balance sheet and totaled $
Intellectual property agreements. From time to time, the Company purchases or licenses intellectual property from third-parties and the Company, in turn, utilizes that intellectual property in certain games licensed to customers. In these agreements, the Company may agree to pay the seller of the intellectual property a fee if and when the Company receives revenue from games containing the intellectual property.
12
NOTE 4. OTHER INTANGIBLE ASSETS
Other intangible assets, net consisted of the following at:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Patents |
|
$ |
|
|
$ |
|
||
Customer relationships |
|
|
|
|
|
|
||
Trademarks |
|
|
|
|
|
|
||
Intellectual property |
|
|
|
|
|
|
||
Non-compete agreements |
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
||
Other intangible assets, gross |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Other intangible assets, net |
|
$ |
|
|
$ |
|
||
For the three months ended September 30, 2025 and 2024, amortization expense related to other intangible assets was $
NOTE 5. LONG-TERM DEBT AND LIABILITIES
Long-term debt and liabilities consisted of the following at:
|
September 30, |
|
|
December 31, |
|
||
|
2025 |
|
|
2024 |
|
||
BMO credit agreement |
$ |
|
|
$ |
|
||
Fortress credit agreement |
|
|
|
|
|
||
Insurance notes payable |
|
|
|
|
|
||
Long-term debt and liabilities, gross |
|
|
|
|
|
||
Less: Unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
Long-term debt and liabilities, net of debt issuance costs |
|
|
|
|
|
||
Less: Current portion of long-term debt |
|
( |
) |
|
|
( |
) |
Long-term debt and liabilities, net |
$ |
|
|
$ |
|
||
BMO Credit Agreement. On January 6, 2025, the Company entered into a credit agreement with BMO Bank N.A. ("BMO"), a national banking association (the "Credit Agreement"). The Credit Agreement provides for senior secured financing in the aggregate amount of up to $
The new Credit Agreement replaces the Fortress Credit Agreement, which included a term loan with a maturity date of
Borrowings under the Credit Agreement bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (1) at a floating rate equal to the base rate (the “Base Rate”) determined by reference to the greatest of: (a) the prime commercial rate announced or otherwise established by BMO, (b) the federal funds rate plus one half of
13
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement includes financial covenants requiring the Company to maintain a maximum Total Funded Debt to EBITDA Ratio, a minimum Fixed Charge Coverage Ratio, minimum EBITDA, and maximum Capital Expenditures (each as defined in the Credit Agreement).
The Company’s obligations under the Credit Agreement are guaranteed by the Company’s domestic subsidiaries, and secured by a first-priority security interest in substantially all of the tangible and intangible personal property of the Company and each subsidiary.
Fortress Credit Agreement. On November 15, 2021, the Company entered into a senior secured term loan agreement with Fortress Credit Corp. (“Fortress Credit Agreement”) in the amount of $
Prior to its termination on January 6, 2025,
In response to ASU No. 2020-04, Reference Rate Reform (Topic 848) and effective May 30, 2023, the Benchmark Replacement replaced LIBOR under the Fortress Credit Agreement. The Benchmark Replacement is (a) the sum of: (i) Term Secured Overnight Financing Rate ("SOFR") and (ii)
The Fortress Credit Agreement had a final maturity of
In connection with entering into the Fortress Credit Agreement, the Company also issued warrants to purchase a total of up to
As of September 30, 2025, future maturities of our long-term obligations are as follows:
|
|
Total |
|
|
Years ended December 31, |
|
|
|
|
2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Long-term liabilities, gross |
|
$ |
|
|
14
NOTE 6. COMMITMENTS AND CONTINGENCIES
Concentration of risk. We are exposed to risks associated with customers who represent a significant portion of total revenues.
For the nine months ended September 30, 2025 and 2024, respectively, we had the following client concentrations:
|
|
Location |
|
Nine Months Ended September 30, 2025 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Accounts |
|
|
Accounts |
|
||||
Client A |
|
Europe |
|
|
% |
|
|
% |
|
$ |
|
|
$ |
|
||||
Client B |
|
North America |
|
|
% |
|
|
% |
|
$ |
|
|
$ |
|
||||
Legal proceedings. In the ordinary course of conducting our business, we are, from time to time, involved in various legal proceedings, administrative proceedings, regulatory government investigations and other matters, including those in which we are a plaintiff or defendant, that are complex in nature and have outcomes that are difficult to predict.
An unexpected adverse judgment in any pending litigation could cause a material impact on our business operations, intellectual property, results of operations or financial position. Unless otherwise expressly stated, we believe costs associated with litigation will not have a material impact on our financial position or liquidity but may be material to the results of operations in any given period and, accordingly,
Beginning on September 11, 2024, seven purported stockholders of Galaxy have sent demands to the Company and two of which included draft complaints. On October 18, 2024,
Intellectual property agreements. From time to time, the Company purchases intellectual property from third-parties and the Company, in turn, utilizes that intellectual property in certain games licensed to customers. In these purchase agreements, the Company may agree to pay the seller of the intellectual property a fee, if and when, the Company receives revenue from games containing the intellectual property.
NOTE 7. SEGMENT
We define operating segments as components of our enterprise for which separate financial information is reviewed regularly by the chief operating decision maker ("CODM"), , Matthew Reback, to evaluate performance and make operating decisions. We currently have two revenue streams (land-based gaming and online gaming), which are aggregated into
The following table discloses significant segment expenses. The Company determined the following significant expenses: cost of ancillary products and assembled components, selling, general and administrative, compensation and related expenses, research and development, depreciation and amortization, and stock-based compensation. The CODM reviews these significant expenses as provided in the monthly reporting package.
15
A summary of segment expense activity is as follows:
|
For Three Months Ended September 30, |
For Nine Months Ended September 30, |
|
||||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Core Revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Digital Revenue |
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost and expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of ancillary products and assembled components |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and related expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
||||
Total costs and expenses |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
NOTE 8. INCOME TAXES
Our forecasted annual effective tax rate (“AETR”) at September 30, 2025 was
For the nine months ended September 30, 2025 and 2024, our effective tax rate (“ETR”) was -
NOTE 9. SUBSEQUENT EVENTS
None
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of our financial condition, results of operations and liquidity and capital resources as of and for the three and nine months ended September 30, 2025 and 2024. This discussion should be read together with our audited consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Financial Information included in our 2024 Form 10-K.
17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as do other materials or oral statements we release to the public. Forward-looking statements are neither historical facts nor assurances of future performance, but instead are based only on our current beliefs, expectations, and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, as of the date on which this report is filed. Forward-looking statements often, but do not always, contain words 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 speak only as of the date of this Quarterly Report and are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the ability to complete the Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary gaming regulatory approvals and satisfaction of other closing conditions to consummate the proposed Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks that the proposed Merger disrupts the Company’s current plans and operations or diverts the attention of the Company’s management or employees from ongoing business operations; the risk that certain restrictions during the pendency of the Merger may impact the Company's ability to pursue certain business opportunities or strategic transactions; the risk of potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger, including during the pendency of the Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company’s business may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the proposed Merger or any further announcements or the consummation of the proposed Merger on the market price of the Company’s common stock or the Company’s operating results; the ability of Galaxy Gaming 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; changes in international trade policies and the impact of tariffs imposed by U.S. and foreign governments; 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. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
OVERVIEW
We develop, acquire, assemble and market technology and entertainment-based products and services for the gaming industry for placement on casino floors and on legal internet gaming sites. Our products and services primarily relate to licensed casino operators’ table games activities and focus on either increasing their profitability and productivity or expanding their gaming entertainment offerings in the form of proprietary table games, electronically enhanced table game platforms and other ancillary equipment. In addition, we license intellectual property to legal internet gaming operators. Our products and services are offered in various highly regulated markets and certain non-regulated (where such is not illegal) markets throughout the world. Our products are assembled at our headquarters in Las Vegas, Nevada, as well as outsourced for certain sub-assemblies in the United States.
Agreement and Plan of Merger with Evolution
On July 18, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evolution Malta Holding Limited, a company registered in Malta (“Parent” or "Evolution"), and Galaga Merger Sub, Inc., a Nevada corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and subject to the terms and conditions thereof, Merger Sub would merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Upon the closing of the Merger, each share of common stock, par value $0.001 per share of the Company issued and outstanding immediately prior to the effective time of the Merger, other than any Company common stock (i) owned by Company stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Nevada law or (ii) owned by Parent, Merger
18
Sub, the Company or by any of their respective subsidiaries, will be converted automatically into the right to receive $3.20 per share in cash, without interest and subject to any applicable withholding taxes.
Consummation of the Merger is subject to the satisfaction or waiver of certain closing conditions, including the receipt of certain gaming regulatory approvals. At the special meeting of the Company’s stockholders held on November 12, 2024, stockholders voted to approve the Merger. Upon completion of the Merger, the Company will become a privately held company and shares of Company’s common stock will no longer be listed on any public market.
Under the terms of the Merger Agreement, if the Merger has not been consummated by October 18, 2025 (the "First Extended Outside Date"), either Galaxy or Evolution may terminate the Merger Agreement; provided that such date shall be automatically extended to January 18, 2026 (the "Second Extended Outside Date") if, on the First Extended Outside Date, all conditions to the Merger would have been satisfied or waived if the closing had taken place on the First Extended Outside Date, other than the closing conditions related to the absence of certain legal constraints, or the receipt of certain gaming regulatory approvals (the "Gaming Approval Closing Condition"). As of October 18, 2025, all conditions to the Merger would have been satisfied or waived if the closing occurred on such date, other than the Gaming Approval Closing Condition. In accordance with the foregoing terms, on October 18, 2025, the First Extended Outside Date was automatically extended to January 18, 2026.
Galaxy and Evolution continue to be actively engaged with gaming regulators to secure the approvals required to satisfy the Gaming Approval Closing Condition, and, consistent with Galaxy's prior disclosure, Galaxy continues to anticipate regulatory consideration of the transaction to occur in December of 2025, and subject to regulatory approval and satisfaction of all closing conditions, closing of the transaction to occur prior to the end of the calendar year 2025.
19
Results of operations for the three months ended September 30, 2025 and 2024.
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Core Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
5,186,967 |
|
|
$ |
5,202,783 |
|
|
$ |
(15,816 |
) |
|
|
-0.3 |
% |
Perpetual License Sales of Progressive Gaming Systems |
|
68,714 |
|
|
|
705,000 |
|
|
|
(636,286 |
) |
|
|
-90.3 |
% |
Gross Revenue |
|
5,255,681 |
|
|
|
5,907,783 |
|
|
|
(652,102 |
) |
|
|
-11.0 |
% |
Royalties Netted against Gross Revenue |
|
(735,882 |
) |
|
|
(778,223 |
) |
|
|
42,341 |
|
|
|
-5.4 |
% |
Total Core Revenue |
$ |
4,519,799 |
|
|
$ |
5,129,560 |
|
|
$ |
(609,761 |
) |
|
|
-11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Digital Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
3,947,334 |
|
|
$ |
3,513,194 |
|
|
$ |
434,140 |
|
|
|
12.4 |
% |
Gross Revenue |
|
3,947,334 |
|
|
|
3,513,194 |
|
|
|
434,140 |
|
|
|
12.4 |
% |
Royalties Netted against Gross Revenue |
|
(1,141,991 |
) |
|
|
(996,456 |
) |
|
|
(145,535 |
) |
|
|
14.6 |
% |
Total Digital Revenue |
$ |
2,805,343 |
|
|
$ |
2,516,738 |
|
|
$ |
288,605 |
|
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
9,134,301 |
|
|
$ |
8,715,977 |
|
|
$ |
418,324 |
|
|
|
4.8 |
% |
Perpetual License Sales of Progressive Gaming Systems |
|
68,714 |
|
|
|
705,000 |
|
|
|
(636,286 |
) |
|
|
-90.3 |
% |
Gross Revenue |
|
9,203,015 |
|
|
|
9,420,977 |
|
|
|
(217,962 |
) |
|
|
-2.3 |
% |
Royalties Netted against Gross Revenue |
|
(1,877,873 |
) |
|
|
(1,774,679 |
) |
|
|
(103,194 |
) |
|
|
5.8 |
% |
Revenue |
$ |
7,325,142 |
|
|
$ |
7,646,298 |
|
|
$ |
(321,156 |
) |
|
|
-4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of ancillary products and assembled components |
$ |
241,139 |
|
|
$ |
342,865 |
|
|
$ |
(101,726 |
) |
|
|
-29.7 |
% |
Selling, general and administrative |
|
4,021,121 |
|
|
|
6,260,283 |
|
|
|
(2,239,162 |
) |
|
|
-35.8 |
% |
Research and development |
|
230,545 |
|
|
|
261,493 |
|
|
|
(30,948 |
) |
|
|
-11.8 |
% |
Depreciation and amortization |
|
806,483 |
|
|
|
701,127 |
|
|
|
105,356 |
|
|
|
15.0 |
% |
Stock-based compensation |
|
122,202 |
|
|
|
204,467 |
|
|
|
(82,265 |
) |
|
|
-40.2 |
% |
Total costs and expenses |
|
5,421,490 |
|
|
|
7,770,235 |
|
|
|
(2,348,745 |
) |
|
|
-30.2 |
% |
Income (loss) from operations |
|
1,903,652 |
|
|
|
(123,937 |
) |
|
|
2,027,589 |
|
|
|
-1636.0 |
% |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
4,789 |
|
|
|
207,488 |
|
|
|
(202,699 |
) |
|
|
-97.7 |
% |
Interest expense |
|
(872,101 |
) |
|
|
(2,293,239 |
) |
|
|
1,421,138 |
|
|
|
-62.0 |
% |
Foreign currency exchange (loss) gain |
|
(21,184 |
) |
|
|
18,971 |
|
|
|
(40,155 |
) |
|
|
-211.7 |
% |
Total other expense, net |
|
(888,496 |
) |
|
|
(2,066,780 |
) |
|
|
1,178,284 |
|
|
|
-57.0 |
% |
Income (loss) before provision for income taxes |
$ |
1,015,156 |
|
|
$ |
(2,190,717 |
) |
|
$ |
3,205,873 |
|
|
|
-146.3 |
% |
Provision for income taxes |
|
23,983 |
|
|
|
(7,197 |
) |
|
|
31,180 |
|
|
|
-433.2 |
% |
Net income (loss) |
$ |
1,039,139 |
|
|
$ |
(2,197,914 |
) |
|
$ |
3,237,053 |
|
|
|
-147.3 |
% |
Revenue
Recurring core revenue totaled $5,186,967 for the three months ended September 30, 2025, representing a modest year-over-year decline of 0.3%. This slight decrease was primarily attributable to the impact of recent casino closures, with a smaller contribution from reduced revenue tied to licensed third-party intellectual property. These declines were partially offset by revenue generated from placements of our new GOS progressive gaming system, which launched earlier this year. Royalties netted against gross core revenue decreased $42,341 for the three months ended September 30, 2025, as compared to the same period in the prior year. This decrease was attributable to lower royalties paid to third-parties for licensed intellectual property. Perpetual license sales of our progressive gaming systems to customers of $68,714 were down 90.3% percent for the three months ended September 30, 2025, as compared to the same period in the prior year. This decline was primarily driven by the timing of customer purchases. Gross digital revenues of $3,947,334, increased $434,140, or 12.4% for the three months ended September 30, 2025, as compared to the same period in the prior year. This favorable increase reflects the ongoing expansion of our digital content onto new customer sites and the continued success of offering competitive
20
products with brand recognition. Net of royalties, digital revenues grew to $2,805,343, up 11.5% for the three months ended September 30, 2025, as compared to the same period in the prior year.
Costs and Expenses
Cost of ancillary products and assembled component expense decreased $101,726, or 29.7% for the three months ended September 30, 2025, as compared to the same period in the prior year. The activity in cost of ancillary products and assembled components reflects the component costs associated with the perpetual license sales of our progressive gaming systems.
Selling, general and administrative expenses decreased $2,239,162, or 35.8% for the three months ended September 30, 2025, as compared to the same period in the prior year. This decrease was primarily driven by a $1,934,107 reduction in costs associated with special projects, most notably legal expenses incurred related to the acquisition by Evolution. Normalized for the impact of special projects and excluding the related fees of $310,778 and $2,244,885 for the three months ended September 30, 2025 and September 30, 2024, respectively, selling, general, and administrative expenses decreased $305,055 for the three months ended September 30, 2025, as compared to the same period in the prior year. The decrease was primarily driven by lower legal, accounting, and consulting expenses unrelated to special projects.
Research and development expenses decreased $30,948, or 11.8% for the three months ended September 30, 2025 compared to the comparable period in the prior year. The decrease was due to the decline of the total amount of outside services used for research and development in the period.
Depreciation and amortization increased $105,356, or 15.0% for the three months ended September 30, 2025, as compared to the same period in the prior year. This increase was primarily driven by amortization expense for certain intangible assets placed in service and to a lesser extent, an increase in depreciation expense associated with incremental placements of assets deployed at client locations.
Stock-based compensation expenses decreased $82,265, or 40.2% for the three months ended September 30, 2025, as compared to the same period in the prior year. The decrease was primarily due to reduced stock-based compensation for employees as well as lower compensation for our Board of Directors in 2025, as a result of the full vesting of a previously granted equity award and a reduction in the number of board members.
Interest expense decreased $1,421,138, or 62.0% for the three months ended September 30, 2025, as compared to the same period in the prior year. The decrease was due to reduced interest rates and a reduced principal balance as a result of the refinancing of our debt in January 2025. Interest income decreased $202,699, or 97.7% compared to the prior year period, primarily due to lower cash balances.
Benefit for income taxes was $23,983 for the three months ended September 30, 2025, compared to provision for income taxes of $7,197 for the comparable prior-year period. The change primarily reflects the impact of provisions recorded earlier in the year and the full-year forecasted income before provision for income taxes.
Primarily as a result of the factors described above, we had net income of $1,039,139 for the three months ended September 30, 2025, as compared to net loss of approximately $2,197,914 for the same period in the prior year.
21
Results of operations for the nine months ended September 30, 2025 and 2024.
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Core Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
15,620,361 |
|
|
$ |
15,873,012 |
|
|
$ |
(252,651 |
) |
|
|
-1.6 |
% |
Perpetual License Sales of Progressive Gaming Systems |
|
830,255 |
|
|
|
3,007,493 |
|
|
|
(2,177,238 |
) |
|
|
-72.4 |
% |
Gross Revenue |
|
16,450,616 |
|
|
|
18,880,505 |
|
|
|
(2,429,889 |
) |
|
|
-12.9 |
% |
Royalties Netted against Gross Revenue |
|
(2,220,309 |
) |
|
|
(2,372,762 |
) |
|
|
152,453 |
|
|
|
-6.4 |
% |
Total Core Revenue |
$ |
14,230,307 |
|
|
$ |
16,507,743 |
|
|
$ |
(2,277,436 |
) |
|
|
-13.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Digital Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
11,803,908 |
|
|
$ |
10,497,613 |
|
|
$ |
1,306,295 |
|
|
|
12.4 |
% |
Gross Revenue |
|
11,803,908 |
|
|
|
10,497,613 |
|
|
|
1,306,295 |
|
|
|
12.4 |
% |
Royalties Netted against Gross Revenue |
|
(3,396,449 |
) |
|
|
(2,835,490 |
) |
|
|
(560,959 |
) |
|
|
19.8 |
% |
Total Digital Revenue |
$ |
8,407,459 |
|
|
$ |
7,662,123 |
|
|
$ |
745,336 |
|
|
|
9.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring License Revenue |
$ |
27,424,269 |
|
|
$ |
26,370,625 |
|
|
$ |
1,053,644 |
|
|
|
4.0 |
% |
Perpetual License Sales of Progressive Gaming Systems |
|
830,255 |
|
|
|
3,007,493 |
|
|
|
(2,177,238 |
) |
|
|
-72.4 |
% |
Gross Revenue |
|
28,254,524 |
|
|
|
29,378,118 |
|
|
|
(1,123,594 |
) |
|
|
-3.8 |
% |
Royalties Netted against Gross Revenue |
|
(5,616,758 |
) |
|
|
(5,208,252 |
) |
|
|
(408,506 |
) |
|
|
7.8 |
% |
Revenue |
$ |
22,637,766 |
|
|
$ |
24,169,866 |
|
|
$ |
(1,532,100 |
) |
|
|
-6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of ancillary products and assembled components |
$ |
617,152 |
|
|
$ |
1,347,941 |
|
|
$ |
(730,789 |
) |
|
|
-54.2 |
% |
Selling, general and administrative |
|
12,547,372 |
|
|
|
14,878,844 |
|
|
|
(2,331,472 |
) |
|
|
-15.7 |
% |
Research and development |
|
836,483 |
|
|
|
782,858 |
|
|
|
53,625 |
|
|
|
6.8 |
% |
Depreciation and amortization |
|
2,372,215 |
|
|
|
2,089,317 |
|
|
|
282,898 |
|
|
|
13.5 |
% |
Stock-based compensation |
|
441,605 |
|
|
|
540,322 |
|
|
|
(98,717 |
) |
|
|
-18.3 |
% |
Total costs and expenses |
|
16,814,827 |
|
|
|
19,639,282 |
|
|
|
(2,824,455 |
) |
|
|
-14.4 |
% |
Income from operations |
|
5,822,939 |
|
|
|
4,530,584 |
|
|
|
1,292,355 |
|
|
|
28.5 |
% |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
43,546 |
|
|
|
617,873 |
|
|
|
(574,327 |
) |
|
|
-93.0 |
% |
Interest expense |
|
(2,782,049 |
) |
|
|
(6,863,534 |
) |
|
|
4,081,485 |
|
|
|
-59.5 |
% |
Foreign currency exchange (loss) gain |
|
(40,287 |
) |
|
|
30,583 |
|
|
|
(70,870 |
) |
|
|
-231.7 |
% |
Loss on extinguishment of debt |
|
(2,969,585 |
) |
|
|
- |
|
|
|
(2,969,585 |
) |
|
|
100.0 |
% |
Total other expense, net |
|
(5,748,375 |
) |
|
|
(6,215,078 |
) |
|
|
466,703 |
|
|
|
-7.5 |
% |
Income (loss) before provision for income taxes |
$ |
74,564 |
|
|
$ |
(1,684,494 |
) |
|
$ |
1,759,058 |
|
|
|
-104.4 |
% |
Provision for income taxes |
|
(106,350 |
) |
|
|
(61,815 |
) |
|
|
(44,535 |
) |
|
|
72.0 |
% |
Net loss |
$ |
(31,786 |
) |
|
$ |
(1,746,309 |
) |
|
$ |
1,714,523 |
|
|
|
-98.2 |
% |
Revenue
Recurring core revenue totaled $15,620,361 for the nine months ended September 30, 2025, representing a modest year-over-year decline of 1.6%. This slight decrease was primarily attributable to the impact of casino closures, with a smaller contribution from reduced revenue tied to licensed third-party intellectual property. These declines were partially offset by revenue generated from placements of our new GOS progressive gaming system, which launched earlier this year. Royalties netted against gross core revenue decreased $152,453 for the nine months ended September 30, 2025, as compared to the same period in the prior year. This decrease was due to lower royalties paid to third-parties for licensed intellectual property. Perpetual license sales of our progressive gaming systems to customers of $830,255 decreased 72.4% percent for the nine months ended September 30, 2025, as compared to the same period in the prior year. This decline was primarily driven by the timing of customer purchases. Gross digital revenues of $11,803,908 increased $1,306,295, or 12.4% for the nine months ended September 30, 2025, as compared to the same period in the prior year. This favorable
22
increase reflects the ongoing expansion of our digital content onto new customer sites and the continued success of offering competitive products with brand recognition. Net of royalties, digital revenues grew to $8,407,459, up 9.7% for the nine months ended September 30, 2025, as compared to the same period in the prior year.
Costs and Expenses
Cost of ancillary products and assembled component expense decreased $730,789, or 54.2% for the nine months ended September 30, 2025, as compared to the same period in the prior year. The activity in cost of ancillary products and assembled components reflects the component costs associated with the perpetual license sales of our progressive gaming systems.
Selling, general and administrative expenses decreased $2,331,472, or 15.7% for the nine months ended September 30, 2025, as compared to the same period in the prior year. This decrease was primarily driven by a $2,157,196 reduction in costs associated with special projects, most notably legal expenses incurred related to the acquisition by Evolution. Normalized for the impact of special projects and excluding the related fees of $762,733 and $2,919,929 for the nine months ended September 30, 2025 and September 30, 2024, respectively, selling, general, and administrative expenses decreased $174,276 for the nine months ended September 30, 2025, as compared to the same period in the prior year. The decrease was primarily driven by lower legal, accounting, and investor relations expenses unrelated to special projects, partially offset by higher employee compensation costs.
Research and development expenses increased $53,625, or 6.8% for the nine months ended September 30, 2025, as compared to the same period in the prior year. This increase was due to higher employee compensation costs primarily driven by increased headcount as well as the ongoing development of internal software placed in service.
Depreciation and amortization increased $282,898, or 13.5% for the nine months ended September 30, 2025, as compared to the same period in the prior year. This increase was primarily driven by amortization expense for certain intangible assets placed in service and to a lesser extent, depreciation expense associated with incremental placements of assets deployed at client locations.
Stock-based compensation expenses decreased $98,717, or 18.3% for the nine months ended September 30, 2025, as compared to the same period in the prior year. The decrease was primarily driven by lower compensation for our Board of Directors in 2025, as a result of the full vesting of a previously granted equity award and a reduction in the number of board members.
Interest expense decreased $4,081,485, or 59.5% for the nine months ended September 30, 2025, as compared to the same period in the prior year. The decrease was due to reduced interest rates and a reduced principal balance as a result of the refinancing of our debt in January 2025. Interest income decreased $574,327, or 93.0% compared to the prior year period, primarily due to lower cash balances.
The Company recognized a loss on extinguishment of debt of $2,969,585 for the nine months ended September 30, 2025 related to the refinancing of our debt from Fortress to BMO.
Provision for income taxes was $106,350 for the nine months ended September 30, 2025, compared to provision for income taxes of $61,815 for the comparable prior-year period. The increase was due to a higher adjusted pre-tax book income offset by discrete items, primarily the loss on extinguishment of debt.
Primarily as a result of the factors described above, we had net loss of $31,786 for the nine months ended September 30, 2025, as compared to net loss of approximately $1,746,309 for the same period in the prior year.
23
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"). Adjusted EBITDA includes adjustments to U.S. GAAP net (loss) income to exclude interest, income taxes, depreciation, amortization, stock-based compensation, foreign currency exchange loss (gain), and severance and other expenses related to litigation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations, including loss on extinguishment of debt. Adjusted EBITDA is not a measure of performance defined in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). However, Adjusted EBITDA is used by management to evaluate our operating performance. Management believes that disclosure of the Adjusted EBITDA metric offers investors, regulators and other stakeholders a view of our operations in the same manner management evaluates our performance. When combined with U.S. GAAP results, management believes Adjusted EBITDA provides a comprehensive understanding of our financial results. Adjusted EBITDA should not be considered as an alternative to net income or (loss) to net cash provided by operating activities as a measure of operating results or of liquidity. It may not be comparable to similarly titled measures used by other companies, and it excludes financial information that some may consider important in evaluating our performance. A reconciliation of U.S. GAAP net (loss) income to Adjusted EBITDA is as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Adjusted EBITDA Reconciliation: |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
1,039,139 |
|
|
$ |
(2,197,914 |
) |
|
$ |
(31,786 |
) |
|
$ |
(1,746,309 |
) |
Interest expense |
|
|
872,101 |
|
|
|
2,293,239 |
|
|
|
2,782,049 |
|
|
|
6,863,534 |
|
Interest income |
|
|
(4,789 |
) |
|
|
(207,488 |
) |
|
|
(43,546 |
) |
|
|
(617,873 |
) |
(Benefit) provision for income taxes |
|
|
(23,983 |
) |
|
|
7,197 |
|
|
|
106,350 |
|
|
|
61,815 |
|
Depreciation and amortization |
|
|
806,483 |
|
|
|
701,127 |
|
|
|
2,372,215 |
|
|
|
2,089,317 |
|
EBITDA |
|
|
2,688,951 |
|
|
|
596,161 |
|
|
|
5,185,282 |
|
|
|
6,650,484 |
|
Stock-based compensation (1) |
|
|
122,202 |
|
|
|
204,467 |
|
|
|
441,605 |
|
|
|
540,322 |
|
Employee severance costs and other expenses (2) |
|
|
— |
|
|
|
— |
|
|
|
83,030 |
|
|
|
24,482 |
|
CEO transition expenses (3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,200 |
|
Professional fees, acquisition costs and other (4) |
|
|
310,778 |
|
|
|
2,244,885 |
|
|
|
762,733 |
|
|
|
2,919,929 |
|
Loss (gain) on disposal of assets (5) |
|
|
— |
|
|
|
33,245 |
|
|
|
(62 |
) |
|
|
33,245 |
|
Foreign exchange loss (gain) (6) |
|
|
21,184 |
|
|
|
(18,971 |
) |
|
|
40,287 |
|
|
|
(30,583 |
) |
Loss on extinguishment of debt (7) |
|
|
— |
|
|
|
— |
|
|
|
2,969,585 |
|
|
|
— |
|
Tariffs (8) |
|
|
95,380 |
|
|
|
— |
|
|
|
95,380 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
3,238,495 |
|
|
$ |
3,059,787 |
|
|
$ |
9,577,840 |
|
|
$ |
10,146,079 |
|
(1) Represents the non-cash expense associated with the value of equity awards granted to employees, directors and consultants by the Company.
(2) Represents costs associated with the severance of employees.
(3) Represents Company reimbursed moving expenses incurred by the new President and CEO, Matthew Reback.
(4) Represents professional fees and transaction related fees incurred related to acquisitions, mergers and professional fees incurred for other projects not considered part of the normal course of business.
(5) Represents a non-cash charge related to the write off of certain fixed assets.
(6) Represents foreign exchange losses and gains associated with the fluctuations of foreign currency rates.
(7) Represents the loss on the extinguishment of debt associated with the refinancing of our debt from Fortress to BMO.
(8) Represents the total amount expended on tariffs.
Liquidity and capital resources. We have generally been able to fund our continuing operations, our investments, and the obligations under our existing borrowings through cash flow from operations. We may require additional capital to undertake acquisitions or to repay in full our indebtedness. Our ability to access capital for operations or for acquisitions will depend on conditions in the capital markets and investors’ perceptions of our business prospects and such conditions and perceptions may not always favor us.
As of September 30, 2025, we had total current assets of $10,124,100 and total assets of $26,402,539. As of December 31, 2024, we had total current assets of $24,171,920 and total assets of $41,010,731. The decrease in current assets as of September 30, 2025 compared to December 31, 2024 was primarily due to the decreased cash and cash equivalents driven by cash used in the refinancing of our debt. The decrease in total assets as of September 30, 2025 compared to December 31, 2024 was primarily due to the decrease of current assets noted above.
Our total current liabilities as of September 30, 2025 compared to December 31, 2024 increased to $7,923,720 from $6,602,744. This increase was primarily due to an increase in the current portion of our long term debt as a result of the refinancing of our debt from Fortress to BMO.
24
Based on our current forecast of operations, we believe we will have sufficient liquidity to fund our operations and to meet the obligations under our financing arrangements as they come due over at least the next 12 months.
We continue to file applications for new or enhanced licenses in several jurisdictions, which may result in significant future legal and regulatory expenses. A significant increase in such expenses may require us to postpone growth initiatives or investments in personnel, assemblies in process and research and development of our products. It is our intention to continue such initiatives and investments.
Our operating activities provided cash of $5,469,738 for the nine months ended September 30, 2025, compared to $3,027,456 provided for the comparable prior year period. This change is mainly attributable to a smaller net loss in the current period versus the prior period and a variance of $1,492,478 in use of assets and liabilities that relate to operations. Additionally, the Company recognized a loss on extinguishment of debt of $2,969,585 due to the refinancing of the Fortress loan to BMO, depreciation and amortization increased $282,898 primarily driven by amortization related to intangible assets placed in service and to a lesser extent, depreciation related to assets deployed at client locations, $98,717 decline in stock-based compensation and an increase in bad debt of $62,013.
Investing activities used cash of $2,214,355 for the nine months ended September 30, 2025, compared to cash used of $1,181,403 for the nine months ended September 30, 2024. This increase in cash used was primarily due to the decrease in the transfer of title of assets deployed at client locations to perpetual license customers, along with higher spending on assemblies in process, increased investment in internally developed software, and additional acquisitions of property and equipment.
Cash used in financing activities during the nine months ended September 30, 2025, was $18,224,567. This compares to $648,038 cash used by financing activities for the nine months ended September 30, 2024. The increase in cash used was due to the refinancing of our debt from Fortress to BMO and additional principal payments of $3,125,000 made on the debt in the current year.
Credit Facility. On January 6, 2025, we entered into a new credit agreement with BMO that provides for a $2,000,000 senior secured revolving credit facility and a $45,000,000 senior secured term loan. On January 6, 2025, we borrowed $45,000,000 under the new term loan and used this amount plus cash on hand to repay all amounts outstanding under the Fortress Credit Agreement, which was terminated.
Critical accounting policies and estimates. Our significant accounting policies and estimates are described in our 2024 Form 10-K. There have been no material changes to those policies.
Off-balance sheet arrangements. As of September 30, 2025, there were no off-balance sheet arrangements.
Recently issued accounting pronouncements. We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller reporting company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
Changes in internal control over financial reporting
No change in our internal control over financial reporting occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the effectiveness of control and procedures and internal controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives, and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
ITEM 5. OTHER INFORMATION
26
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have been named in and have brought lawsuits in the normal course of business. For further information on legal proceedings, see Note 6 Commitments and Contingencies in the accompanying notes to the condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties set forth in our other filings with the SEC, including in our most recent Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
27
ITEM 6. EXHIBITS
Exhibit Number |
|
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed Herewith |
2.1
|
|
Agreement and Plan of Merger dated as of July 18, 2024 by and among Galaxy Gaming, Inc., Evolution Malta Holding Limited, and Galaga Merger Sub, Inc.
|
|
8-K
|
|
000-30653
|
|
2.1
|
|
July 18, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
Amended and Restated Articles of Incorporation |
|
8-K |
|
000-30653 |
|
3.1 |
|
February 13, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws
|
|
8-K
|
|
000-30653
|
|
3.2
|
|
February 13, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3 |
|
Second Amended and Restated Bylaws |
|
8-K |
|
000-30653 |
|
3.2 |
|
February 14, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
Credit Agreement dated November 15, 2021, with Fortress Credit Corp. |
|
8-K |
|
000-30653 |
|
10.1 |
|
November 17, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Board of Directors Service Agreement with Cheryl Kondra, Director
|
|
8-K
|
|
000-30653
|
|
10.1
|
|
December 7, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3 |
|
Cooperation Agreement, dated April 20, 2022, by and between the Company and Tice Brown |
|
8-K |
|
000-30653 |
|
10.1 |
|
April 25, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4 |
|
Board of Directors Service Agreement with Meredith Brill, Director |
|
8-K |
|
000-30653 |
|
10.1 |
|
July 15, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5 |
|
First Amendment to Board of Directors Service Agreement with Meredith Brill, Director |
|
8-K |
|
000-30653 |
|
10.1 |
|
July 26, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6 |
|
Changes to Board Compensation |
|
8-K |
|
000-30653 |
|
10.1 |
|
January 27, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
Amended and Restated Online Game License Agreement with Evolution Malta Limited |
|
8-K |
|
000-30653 |
|
10.1 |
|
May 16, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8 |
|
Redacted License Agreement with the Talisman Group LLC |
|
8-K |
|
000-30653 |
|
10.1 |
|
June 20, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9 |
|
Employment Agreement between the Company and Matt Reback effective November 13, 2023 |
|
8-K |
|
000-30653 |
|
10.1 |
|
November 7, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10 |
|
Severance Agreement dated November 10, 2023, between the Company and Todd Cravens |
|
8-K |
|
000-30653 |
|
10.1 |
|
November 20, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11 |
|
Employment Agreement Dated May 22, 2024, between the Company and Steven Kopjo. |
|
8-K |
|
000-30653 |
|
10.1 |
|
May 24, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12 |
|
Galaxy Gaming, Inc 2014 Amended and Restated Equity Incentive Plan |
|
8-K |
|
000-30653 |
|
10.1 |
|
July 18, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13 |
|
Form of Indemnification Agreement Dated July 31, 2024, between the Company and Matt Reback |
|
8-K |
|
000-30653 |
|
10.1 |
|
August 5, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14 |
|
Form of Indemnification Agreement Dated July 31, 2024, between the Company and Steven Kopjo |
|
8-K |
|
000-30653 |
|
10.2 |
|
August 5, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Amendment to Employment Agreement with Matt Reback dated December 27, 2024
|
|
8-K
|
|
000-30653
|
|
10.2
|
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16 |
|
Credit Agreement dated as of January 6, 2025, by and between Galaxy Gaming, Inc. and BMO Bank N.A.
|
|
8-K
|
|
000-30653
|
|
10.1
|
|
January 8, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
28
31.2 |
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document |
|
|
|
|
|
|
|
|
|
|
29
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 thereunto duly authorized.
|
|
Galaxy Gaming, Inc. |
||
|
|
|
||
Date: |
|
November 7, 2025 |
||
|
|
|
|
|
|
|
By: |
|
/s/ MATTHEW REBACK |
|
|
|
|
Matthew Reback |
|
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
Galaxy Gaming, Inc. |
||
|
|
|
||
Date: |
|
November 7, 2025 |
||
|
|
|
|
|
|
|
By: |
|
/s/ STEVEN KOPJO |
|
|
|
|
Steven Kopjo |
|
|
|
|
Chief Financial Officer (Principal Accounting Officer) |
30
FAQ
What were Galaxy Gaming (GLXZ) Q3 2025 results?
How did year-to-date performance look for GLXZ in 2025?
What is the status of Galaxy’s merger with Evolution?
What changed in Galaxy’s debt financing in 2025?
How did interest expense change in Q3 2025?
What were cash and debt balances at quarter end?
How many GLXZ shares were outstanding?
