Galaxy Gaming (OTCQB: GLXZ) affirms Evolution merger timing
Rhea-AI Filing Summary
Galaxy Gaming, Inc. filed an update on its planned merger with Evolution Malta Holding Limited. Under a July 18, 2024 Merger Agreement, a subsidiary of Evolution will merge into Galaxy, leaving Galaxy as a wholly owned subsidiary of Evolution.
The company reiterates that if the merger is not completed by July 17, 2026, either party may terminate the agreement. Galaxy and Evolution remain actively engaged with gaming regulators to satisfy required gaming regulatory approvals, and Galaxy currently anticipates closing the transaction before the outside date, subject to satisfaction of this gaming approval condition.
The filing also highlights numerous risks typical for such transactions, including potential delays, termination of the agreement, operational disruption, retention of key personnel, customer relationships, additional costs, litigation risk, and possible effects on Galaxy’s stock price related to the proposed merger.
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Insights
Galaxy reiterates its Evolution merger plan and regulatory path, with timing still tied to gaming approvals.
Galaxy Gaming confirms its merger structure with Evolution Malta Holding Limited, where a wholly owned Evolution subsidiary will merge into Galaxy, leaving Galaxy as a wholly owned Evolution subsidiary under the existing July 18, 2024 Merger Agreement and its amendment.
The key gating item remains the gaming regulatory approvals, described as the Gaming Approval Closing Condition. Both parties continue to work with gaming regulators, and Galaxy states it anticipates closing before the July 17, 2026 outside date, while explicitly conditioning that expectation on satisfaction of this approval requirement.
The communication underscores standard transaction risks: potential termination if not closed by the outside date, operational distraction, retention and customer-relationship challenges, added costs, litigation risk, and possible effects on Galaxy’s stock price. Actual impact will depend on future regulatory outcomes and subsequent disclosures in Galaxy’s periodic reports.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously announced, Galaxy Gaming, Inc., a Nevada corporation (“Galaxy”), Evolution Malta Holding Limited, a company registered in Malta (“Evolution”), and Galaga Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Evolution, entered into an Agreement and Plan of Merger, dated July 18, 2024 (as amended, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Galaxy, with Galaxy surviving as a wholly owned subsidiary of Evolution (the “Merger”).
As previously reported, pursuant to the terms of the Merger Agreement, if the Merger has not been consummated by July 17, 2026 (the “Outside Date”), either Galaxy or Evolution may terminate the Merger Agreement.
Galaxy and Evolution continue to be actively engaged with gaming regulators to satisfy the closing conditions related to the receipt of certain gaming regulatory approvals (the “Gaming Approval Closing Condition”). Based on the information available as of the date of this Current Report on Form 8-K, Galaxy anticipates closing of the transaction to occur prior to the Outside Date, subject to satisfaction of the Gaming Approval Closing Condition.
The foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Galaxy on July 18, 2024, and the full text of that certain Amendment No. 1 to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Galaxy on November 25, 2025, each of which is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this communication constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this communication reflect Galaxy’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of Galaxy, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary 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 Galaxy’s current plans and operations or diverts the attention of Galaxy’s management or employees from ongoing business operations; the risk of potential difficulties with Galaxy’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that Galaxy’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 Galaxy’s common stock.
While forward-looking statements reflect Galaxy’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. Galaxy disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Galaxy’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Galaxy’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, as updated by Galaxy’s subsequent periodic reports filed with the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 5, 2026
| GALAXY GAMING, INC. | ||
| By: | /s/ Steven Kopjo | |
| Steven Kopjo | ||
| Chief Financial Officer | ||
FAQ
What merger is Galaxy Gaming (GLXZ) currently pursuing with Evolution?
What is the outside date for closing the Galaxy Gaming and Evolution merger?
What regulatory approvals are required for the Galaxy Gaming (GLXZ) merger to close?
Does Galaxy Gaming expect the Evolution merger to close before the outside date?
What key risks does Galaxy Gaming highlight regarding the proposed Evolution merger?
Where can investors find more risk information about Galaxy Gaming (GLXZ)?
Filing Exhibits & Attachments
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