Galaxy Gaming, Inc. filings document material-event disclosures for a Nevada operating company with GLXZ common stock quoted on the OTCQB Marketplace. The filing record includes Form 8-K reports covering material definitive agreements, Regulation FD disclosures, capital-structure information, and regulatory disclosure categories.
Company filings identify GLXZ's common stock as $0.001 par value and note that no securities are registered under Section 12(b) of the Exchange Act. The disclosures also record corporate agreements and amendments that affect the issuer's governance, transaction, and capital-structure profile.
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.
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.
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.
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.
Galaxy Gaming, Inc. Schedule 13G reports that Cannell Capital LLC (and related reporting person J. Carlo Cannell) beneficially owns 1,312,738 shares of common stock, representing 5.2% of the class. The filing shows shared voting and shared dispositive power over the same 1,312,738 shares.
The filing is signed by Cannell and countersigned by the company CFO, and provides the reporting party's Wyoming address and the CUSIP 36318P105.
Galaxy Gaming, Inc. reports Q1 2026 results and provides an update on its pending cash merger with Evolution Malta Holding Limited. Revenue was $7.66 million, down 1.6% from $7.78 million a year earlier, as higher recurring license fees were offset by lower perpetual progressive system sales.
The company generated net income of $1.37 million, compared with a net loss of $2.02 million in Q1 2025, helped by lower interest expense and the absence of prior-year debt extinguishment costs. Adjusted EBITDA rose slightly to $3.25 million from $3.14 million. Cash and cash equivalents were $4.85 million, and operating activities provided $2.54 million of cash in the quarter.
Core land-based revenue was $4.78 million, while digital revenue grew to $2.88 million, supported by international expansion and branded content. Long-term debt under the BMO credit agreement totaled $38.46 million net of issuance costs, with maturity in 2028. The agreed all-cash merger at $3.20 per share remains subject to gaming regulatory approvals and other closing conditions, with an amended outside date of July 17, 2026.
Galaxy Gaming, Inc. reported annual licensing revenue of $30.9 million for the year ended December 31, 2025, down slightly from 2024 as lower perpetual system sales offset growth in digital licensing. Cost controls and sharply lower interest expense helped swing results to a net profit of $1.5 million after a loss in the prior year. Adjusted EBITDA was $13.3 million, reflecting the high-margin, recurring nature of its table game and iGaming content. During 2025 the company refinanced its Fortress debt with a new $45 million term loan from BMO, reducing ongoing interest costs but using cash and increasing current debt maturities. Galaxy is also in the process of being acquired by Evolution Malta Holding Limited for $3.20 per share in cash, subject to remaining gaming regulatory approvals, with an outside closing date of July 17, 2026.
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.
Galaxy Gaming, Inc. director Bryan W. Waters reported an indirect purchase of company stock. On 12/31/2025, a family trust named the Bryan and Karen Waters Family Trust acquired 4,535 shares of Galaxy Gaming common stock at a price of $2.85 per share. After this transaction, the trust beneficially owned 616,410 shares of Galaxy Gaming common stock in total, reported as indirect ownership.
Galaxy Gaming, Inc. director reports stock purchase
A director of Galaxy Gaming, Inc. reported buying 6,046 shares of common stock on 12/31/2025 at a price of $2.85 per share. After this transaction, the director beneficially owns 2,031,330 shares of Galaxy Gaming common stock in direct ownership. This filing is a routine disclosure required for insiders who buy or sell company stock.