Galaxy Gaming (GLXZ) scraps last stock warrants in cash deal
Rhea-AI Filing Summary
Galaxy Gaming, Inc. reported that it has entered into warrant cancellation agreements with three Fortress Credit Corp. affiliates, cancelling warrants to purchase 778,320 shares of common stock. These warrants, originally issued in November 2021 in connection with a senior secured term loan, carried an exercise price of $0.01 per share and represented approximately 3% of the Company’s fully diluted share count.
In exchange for cancelling the warrants in full, Galaxy paid the holders approximately $1.2 million in cash, funded from cash on hand, and the warrants are now terminated and void. Following this transaction, Galaxy states that it has no warrants outstanding, eliminating the associated potential dilution.
The Company applied the transaction against its $4.0 million share repurchase authorization adopted on July 22, 2026. Together with a privately negotiated repurchase of 330,758 shares completed on July 31, 2026, approximately $2.3 million remains available under the program.
Positive
- Cancellation of 778,320 warrants removes about 3% potential dilution and simplifies the capital structure.
- Galaxy used cash on hand to pay approximately $1.2 million to eliminate all remaining warrants, with no warrants outstanding after the transaction.
- The warrant cancellation and a prior repurchase still leave about $2.3 million available under Galaxy’s $4.0 million share repurchase authorization.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
warrants financial
senior secured term loan agreement financial
forward-looking statements regulatory
FAQ
What capital structure change did Galaxy Gaming (GLXZ) announce on August 17, 2026?
How much did Galaxy Gaming (GLXZ) pay to cancel the Fortress warrants?
What is Galaxy Gaming’s (GLXZ) current warrant position after the Fortress transaction?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2026, Galaxy Gaming, Inc. (the “Company”) entered into warrant cancellation agreements (each, a “Fortress Warrant Cancellation Agreement” and collectively, the “Fortress Warrant Cancellation Agreements”) with each of Drawbridge Special Opportunities Fund LP (“Drawbridge”), Fortress Lending II Holdings LP (“Fortress Lending”), and Fortress Lending Fund II MA-CRPTF LP (“Fortress Fund” and, together with Drawbridge and Fortress Lending, the “Warrantholders”), each of which is an affiliate of Fortress Credit Corp.
Pursuant to the Fortress Warrant Cancellation Agreements, the Company cancelled warrants to purchase an aggregate of 778,320 shares of the Company’s common stock, par value $0.001, that were originally issued to the Warrantholders on November 15, 2021 in connection with that certain senior secured term loan agreement with Fortress Credit Corp. (the “Fortress Credit Agreement”). As previously disclosed, on January 6, 2025, the Fortress Credit Agreement was repaid in full on January 6, 2025, and the Fortress Credit Agreement was terminated.
In consideration for the cancellation of the warrants, the Company paid to the holders approximately $1.2 million in cash in the aggregate, funded from cash on hand. Upon execution of each Fortress Warrant Cancellation Agreement, the applicable warrants were cancelled and terminated in all respects and deemed null and void ab initio. Following the transaction, the Company has no warrants outstanding.
The foregoing description of the Fortress Warrant Cancellation Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Fortress Warrant Cancellation Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD.
On August 17, 2026, the Company issued a press release announcing the execution of the Warrant Cancellation Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Warrant Fortress Warrant Cancellation Agreement, dated August 12, 2026, by and between Galaxy Gaming, Inc. and Drawbridge Special Opportunities Fund LP | |
| 10.2 | Warrant Fortress Warrant Cancellation Agreement, dated August 12, 2026, by and between Galaxy Gaming, Inc. and Fortress Lending II Holdings LP | |
| 10.3 | Warrant Fortress Warrant Cancellation Agreement, dated August 12, 2026, by and between Galaxy Gaming, Inc. and Fortress Lending Fund II MA-CRPTF LP | |
| 99.1 | Galaxy Gaming, Inc. Press Release Announcing Fortress Warrant Cancellation Agreements, dated August 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2026
| GALAXY GAMING, INC. | ||
| By: | /s/ Steven Kopjo | |
| Steven Kopjo | ||
| Chief Financial Officer | ||
Exhibit 99.1
GALAXY GAMING, INC.
6480 Cameron Street Suite 305
Las Vegas, Nevada 89118
(702) 939-3254
www.galaxygaming.com
Galaxy Gaming Completes Cancellation of All Outstanding Warrants
Transaction retires 778,320 warrants representing approximately 3% of fully diluted shares
LAS VEGAS, August 17, 2026—Galaxy Gaming, Inc.® (OTCQB: GLXZ) (“Galaxy” or the “Company”), a leading developer and distributor of casino table games, bonusing systems, and technology solutions, today announced that it has eliminated all outstanding warrants through the cancellation of 778,320 common stock purchase warrants held by affiliated entities of former lender Fortress Credit Corp. The cancellation eliminates approximately 3% of the Company’s fully diluted share count.
The warrants, which carried an exercise price of $0.01 per share, were issued in connection with the Company’s prior term loan facility. That facility was repaid in full and terminated in January 2025, when Galaxy refinanced the debt through its current credit agreement with Bank of Montreal. The warrants remained outstanding following the refinancing with Bank of Montreal.
Galaxy paid approximately $1.2 million in cash to cancel the warrants in their entirety, funded from cash on hand. Following the transaction, the Company has no warrants outstanding.
The cancellation eliminates 778,320 shares that would have been issuable upon exercise of the warrants. The transaction was applied against the $4.0 million share repurchase authorization adopted by the Company’s Board of Directors on July 22, 2026. Together with the Company’s privately negotiated repurchase of 330,758 shares completed on July 31, 2026, approximately $2.3 million remains available under the program.
“These warrants were the last remaining overhang from our prior capital structure, and we retired all of them in a single transaction at an attractive price,” said Matt Reback, President and Chief Executive Officer of Galaxy Gaming. “The objective of our repurchase program is to reduce share count on the best terms available, and this transaction accomplished that more efficiently than comparable open market purchases. By eliminating these warrants, we have simplified our capital structure, removed potential dilution, and increased the effectiveness of future share repurchases. These actions benefit every shareholder and reflect the same conviction that led our Board to authorize the program last month. Galaxy continues to generate strong free cash flow, and we remain disciplined about how we deploy it — investing first in our products and the people who build them, then in selective acquisitions that align with our overall strategy, in turn strengthening the balance sheet, when transactions like this are available on attractive terms.”
Additional information regarding the transaction is contained in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.
Cautionary Note Regarding Forward-Looking Statements
Some of the information contained in this press release includes forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “might,” “expect,” “intend,” “target,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements on our current expectations, assumptions and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement.
These risks and uncertainties include, but are not limited to, changes in the trading price of our common stock that may impact share repurchases; our available cash and liquidity; the effects of the termination of the merger with Evolution Malta Holding Limited on our business and on the market price of our common stock; the ability of the Company to enter and maintain strategic alliances, product placements or installations in land based casinos or grow its iGaming business, garner new market share, secure licenses in new jurisdictions or maintain existing licenses, successfully develop or acquire and sell proprietary products, comply with regulations, including changes in gaming related and non-gaming related statutes and regulations that affect the revenues of our customers in land-based casino and, online casino markets, have its games approved by relevant jurisdictions, unfavorable economic conditions in the US and worldwide, our level of indebtedness, restrictions and covenants in our loan agreement, dependence on major customers, protection of intellectual property and our ability to license the intellectual property rights of third parties, failure to maintain the integrity of our information technology systems, including without limitation, cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business, and other factors. Additional information concerning these and other risk factors can be found in the Company’s filings with the Securities and Exchange Commission, including in the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statement.
About Galaxy Gaming
Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative games, bonusing systems, and technology solutions to physical and online casinos worldwide. Galaxy Gaming offers games proven to perform developed by gaming experts and backed by the highest level of customer support. Galaxy Gaming Digital is the world’s leading licensor of proprietary table games to the online gaming industry. Galaxy Gaming has over 140 licenses worldwide, including licenses in 28 U.S. states and more than 30 countries around the world.
Relations Contacts:
Investor Relations:
Steve Kopjo (702) 727-8886
Media:
Phylicia Middleton (702) 938-1753