Galaxy Gaming merger with Evolution terminated, fee due
On July 21, 2026, Galaxy Gaming, Inc. reported that Evolution Malta Holding Limited terminated their Agreement and Plan of Merger, dated July 18, 2024.
Rhea-AI Filing Summary
On July 21, 2026, Galaxy Gaming, Inc. reported that Evolution Malta Holding Limited terminated their Agreement and Plan of Merger, dated July 18, 2024. Under the Merger Agreement, Evolution must pay Galaxy a $5,234,678 termination fee within two business days of the termination date.
The company highlighted risks associated with the termination, including possible disruption to current plans and operations, challenges retaining personnel and customer relationships, unexpected costs or liabilities, stockholder litigation, and effects on the market price of its common stock. Galaxy emphasized its focus on independent growth through its land-based and iGaming table games and technology business.
Positive
- None.
Negative
- The previously announced Agreement and Plan of Merger with Evolution Malta Holding Limited has been terminated, so the contemplated transaction will not be completed.
- Galaxy lists risks from the termination, including possible operational disruption, challenges retaining staff and customers, unexpected costs or liabilities, potential stockholder litigation, and effects on the market price of its common stock.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
termination fee financial
forward-looking statements regulatory
iGaming technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Galaxy Gaming (GLXZ) announce on July 21, 2026?
How much is the termination fee Evolution owes Galaxy Gaming (GLXZ)?
What risks does Galaxy Gaming (GLXZ) highlight from the merger termination?
What is Galaxy Gaming’s (GLXZ) business focus after the Evolution merger ended?
How many licenses does Galaxy Gaming (GLXZ) hold worldwide and in the U.S.?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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. ☐
| Item 1.02. | Termination of a Material Definitive Agreement. |
On July 21, 2026 (the “Termination Date”), Galaxy Gaming, Inc., a Nevada corporation (“Galaxy” or the “Company”) was notified by Evolution Malta Holding Limited, a company registered in Malta (“Evolution”) that Evolution terminated that certain Agreement and Plan of Merger, dated as of July 18, 2024, by and among Galaxy, Evolution, and Galaga Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Evolution, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated November 24, 2025 (collectively, the “Merger Agreement”). The material terms of the Merger Agreement were previously disclosed on a Form 8-K filed by Galaxy with the U.S. Securities and Exchange Commission (“SEC”) on July 18, 2024. Pursuant to the Merger Agreement, Evolution is required to pay Galaxy a termination fee in the amount of $5,234,678 within two (2) business days of the Termination Date.
| Item 7.01. | Regulation FD Disclosure. |
On July 21, 2026, Galaxy issued a press release announcing the termination of the Merger Agreement. 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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains 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.
These forward-looking statements reflect the current views, models, and assumptions of the Company, and are subject to various risks and uncertainties that cannot be predicted or qualified and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company that may cause actual results in the Company’s performance to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to risks that the termination of the Merger Agreement 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 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 termination of the Merger Agreement; the risk that the termination of the Merger Agreement 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 termination of the Merger Agreement; the risk of stockholder litigation; effects relating to the announcement of the termination of the Merger Agreement on the market price of the Company’s 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, changes in gaming related and
non-gaming related statutes and regulations and/or self-imposed restrictions imposed on and by our customers that affect their revenues in land-based casino and online casino markets; have its games approved by relevant jurisdictions; and adapt to changes resulting from the COVID-19 or other pandemics including without limitation, government imposed shut downs, travel restrictions and supply chain interruptions; 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.
All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements. While forward-looking statements reflect the good faith beliefs of the Company, they are not guarantees of future performance or events, and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements speak only to the facts and circumstances present as of the date of this Current Report on Form 8-K. The Company expressly 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit Title | |
| 99.1 | Press release, dated July 21, 2026 | |
| 104 | Cover page interactive data file (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: July 21, 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 ANNOUNCES TERMINATION OF MERGER WITH EVOLUTION
LAS VEGAS, JULY 21, 2026 (GLOBE NEWSWIRE) – Galaxy Gaming, Inc.® (OTC: GLXZ) (“Galaxy” or the “Company”), the world’s leading independent developer and distributor of casino table games and technology, was notified by Evolution Malta Holding Limited, a company registered in Malta (“Evolution”) that Evolution terminated the previously announced Agreement and Plan of Merger, dated July 18, 2024, by and among Galaxy, Evolution, and Galaga Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Evolution (as amended, the “Merger Agreement”). In accordance with the terms of the Merger Agreement, Evolution is required to pay Galaxy a termination fee in the amount of $5,234,678 within two (2) business days of the date of termination of the Merger Agreement.
“While we are disappointed with this outcome, we remain deeply committed to advancing our industry-leading games and progressive technologies,” said Matt Reback, President and CEO of Galaxy Gaming. “Galaxy is home to a world-class, customer-focused team that remains focused on independent growth for the benefit of all its stakeholders. Over the years, Evolution has been a valued partner to Galaxy, and we look forward to continuing our long-standing relationship.”
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 131 licenses worldwide, including licenses in 28 U.S. states.
SAFE HARBOR
This press release contains, and oral statements made from time to time by representatives of Galaxy may contain 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.
These forward-looking statements reflect the current views, models, and assumptions of Galaxy, and are subject to various risks and uncertainties that cannot be predicted or qualified and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company that may cause actual results in the Company’s performance to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to risks that the termination of the Merger Agreement 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 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 termination of the Merger Agreement; the risk that the termination of the Merger Agreement 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 termination of the Merger Agreement; the risk of stockholder litigation; effects relating to the announcement of the termination of the Merger Agreement on the market price of the Company’s common stock; the ability of Galaxy 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, changes in gaming related and non-gaming related statutes and regulations and/or self-imposed restrictions imposed on and by our customers that affect their revenues in land-based casino and online casino markets; have its games approved by relevant jurisdictions; and adapt to changes resulting from the COVID-19 or other pandemics including without limitation, government imposed shut downs, travel restrictions and supply chain interruptions; 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.
All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements. While forward-looking statements reflect the good faith beliefs of the Company, they are not guarantees of future performance or events, and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements speak only to the facts and circumstances present as of the date of this press release. Galaxy expressly 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.