[8-K] Galaxy Gaming, Inc. Reports Material Event
Rhea-AI Filing Summary
Galaxy Gaming, Inc. reports that it has amended its previously announced merger agreement with Evolution Malta Holding Limited and Galaga Merger Sub, Inc. Under the existing deal, Galaga Merger Sub will merge into Galaxy, and Galaxy will continue as a wholly owned subsidiary of Evolution.
On November 24, 2025, the parties signed Amendment No. 1 to the merger agreement, extending the transaction’s outside date from January 18, 2026 to July 17, 2026. This gives the companies additional time for closing conditions and approvals to be satisfied while keeping the overall merger structure in place. The amendment itself and a joint press release dated November 25, 2025 are included as exhibits for reference.
Positive
- None.
Negative
- None.
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of Each Class |
Trading Symbol |
Name of Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
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 (“Merger Sub” and, together with Galaxy and Evolution, the “Parties”), entered into an Agreement and Plan of Merger (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”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 24, 2025, the Parties entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement, pursuant to which the outside date was extended from January 18, 2026 to July 17, 2026.
The foregoing description of the Amendment is subject to, and is qualified in its entirety by, the full text of the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 25, 2025, the Parties issued a joint press release announcing their entry into the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated as of November 24, 2025, by and among Galaxy Gaming, Inc., Evolution Malta Holding Limited, and Galaga Merger Sub, Inc. | |
| 99.1 | Joint Press Release of Galaxy Gaming, Inc. and Evolution Malta Holding Limited, dated November 25, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: November 25, 2025
| GALAXY GAMING, INC. | ||
| By: | /s/ Steven Kopjo | |
| Steven Kopjo | ||
| Chief Financial Officer | ||
FAQ
What did Galaxy Gaming (GLXZ) announce in this 8-K filing?
How did the Galaxy Gaming (GLXZ) and Evolution merger timeline change?
Does Galaxy Gaming remain an independent company under the amended merger agreement?
Where can investors find the full text of the Galaxy Gaming–Evolution merger amendment?
Does the 8-K state that the Galaxy Gaming press release is filed or furnished?
What is the role of Galaga Merger Sub, Inc. in the Galaxy Gaming transaction?
