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GALAXY GAMING INC 8-K Filings

GLXZ OTC

Every 8-K that GALAXY GAMING INC (GLXZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GLXZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GLXZ filings page.

Rhea-AI Summary

Galaxy Gaming, Inc. amended its credit agreement with BMO Bank N.A., increasing the annual capital expenditure limitation for the company and its subsidiaries to no more than 10% of the prior year’s net revenue per annum. The amendment also permits a one-time $505,361.00 EBITDA addback solely for determining compliance with certain financial ratios under the agreement.

Rhea-AI Summary

Galaxy Gaming, Inc. (GLXZ) entered into an Amended and Restated Employment Agreement with President and CEO Matt Reback, effective September 1, 2026. The agreement extends his employment term through May 31, 2029 and sets updated cash and equity compensation terms.

The agreement provides base salary of $367,500 for the year ending August 31, 2027 and $385,000 for the remainder of the term, plus eligibility for an annual discretionary bonus targeted at 75% of base salary, based on individual and corporate objectives set by the board. Reback is granted options to purchase 150,000 shares at a strike price of $1.656 per share, vesting in three equal tranches on September 1, 2027, 2028, and 2029, and a conditional grant of 150,000 shares of restricted stock subject to board-established metrics concluding on December 31, 2028. The agreement includes customary non-competition, non-solicitation, non-disclosure, and non-disparagement covenants.

Rhea-AI Summary

Galaxy Gaming, Inc. (GLXZ) approved an Amended and Restated Employment Agreement with Chief Financial Officer, Secretary and Treasurer Steven Kopjo, effective September 1, 2026, extending his employment term through February 28, 2029.

The agreement sets base salary at $262,500 for the year ending August 31, 2027 and $275,000 thereafter, with eligibility for an annual discretionary bonus targeting 75% of base salary based on individual and corporate goals set by the Board. Kopjo will receive a stock option to purchase 120,000 shares of common stock at $1.656 per share, vesting in three tranches of 40,000 shares on July 25, 2027, July 25, 2028 and July 25, 2029. He is also eligible for a conditional grant of 100,000 shares of restricted stock if performance metrics concluding on December 31, 2028 are met. The contract includes customary non-competition, non-solicitation, non-disclosure and non-disparagement covenants.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Gaming, Inc. entered into a First Amendment to its January 6, 2025 credit agreement with BMO Bank N.A. on July 24, 2026. The amendment permits the company to repurchase up to $4 million of its capital stock, equity interests or warrants, subject to specific conditions.

Conditions include maintaining at least $5 million in unencumbered liquid assets after any such payment, using as the sole funding source the termination fee paid to Galaxy Gaming by Evolution Malta Holding Limited, compliance with all financial covenants, and other specified requirements. The amendment also revises the Fixed Charge Coverage Ratio and certain financial reporting requirements owed to the bank.

Rhea-AI Summary

Galaxy Gaming, Inc. reported that its Board of Directors has authorized a new share repurchase program of up to $4.0 million of its outstanding common stock, effective immediately. The company may repurchase shares through open market purchases, privately negotiated transactions, or under a trading plan intended to qualify under Rule 10b5-1 and in accordance with Rule 10b-18, with timing and amounts based on market conditions and other factors.

The new authorization follows the termination of Galaxy’s previously announced Merger Agreement with Evolution Malta Holding Limited, under which Evolution has acknowledged an obligation to pay Galaxy a $5.2 million termination fee. The program supersedes a prior authorization to repurchase up to $750,000 of common stock, under which no shares had been repurchased as of July 22, 2026. Galaxy highlights its growing table games portfolio and a licensing base spanning more than 140 licenses in 28 U.S. states and over 30 countries.

Rhea-AI Summary

Galaxy Gaming, Inc. provided preliminary, unaudited expectations for the second quarter ended June 30, 2026. The company expects consolidated revenue of $7.8–$7.9 million, up from $7.5 million in the 2025 second quarter and $7.7 million in the 2026 first quarter, and anticipates record recurring revenue.

Net income is expected between $0.9–$1.0 million, compared with $1.0 million a year earlier. Expected Adjusted EBITDA, a non-GAAP metric, is $3.3–$3.4 million versus $3.2 million in the prior-year quarter. Management cites momentum in both Digital and Core businesses and a recurring-revenue business model.

The figures come from internal reports, remain subject to normal quarter-end closing procedures and may change. The independent registered public accounting firm has not reviewed these preliminary results. Full second-quarter 2026 results are anticipated on or about August 7, 2026.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Gaming, Inc. describes the status of its planned merger with Evolution Malta Holding Limited after the contractual July 17, 2026 Outside Date passed without all closing conditions being met. Two required gaming regulatory approvals have not been obtained and Evolution has not waived these conditions, giving either party a right to terminate the Merger Agreement under its terms.

Galaxy states that neither it nor Evolution has terminated the agreement and that Galaxy is evaluating its options, including pursuing a further extension of the Outside Date to facilitate closing or terminating the Merger Agreement. Management highlights ongoing efforts over the past two years to grow Galaxy’s table games and technology business and notes an expectation of a continued relationship with Evolution regardless of the merger outcome.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Gaming (GLXZ) filed an 8‑K announcing an automatic extension of its merger timeline with Evolution Malta Holding Limited. Under the merger agreement, because all closing conditions were satisfied or waived as of October 18, 2025 except for required gaming regulatory approvals, the “First Extended Outside Date” moved from October 18, 2025 to January 18, 2026.

Galaxy and Evolution remain engaged with gaming regulators to obtain the approvals needed to close. The company continues to anticipate regulatory consideration in November or December 2025 and, if approvals are received and all closing conditions are met, expects the transaction to close before year‑end 2025.