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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.
Galaxy Gaming, Inc. director Cheryl A. Kondra reported a purchase of company stock. On 12/31/2025, she acquired 5,291 shares of Galaxy Gaming common stock at a price of $2.85 per share. After this transaction, she beneficially owns 177,280 shares of Galaxy Gaming common stock in direct ownership. This filing is a standard insider transaction report that shows how many shares a company director owns and any recent change in that ownership.
Galaxy Gaming, Inc. director Meredith B. Brill reported acquiring additional company stock. On 12/31/2025, she acquired 4,535 shares of common stock at $2.85 per share in a transaction coded “A,” indicating an acquisition such as an award or grant. Following this transaction, she beneficially owns 146,602 common shares directly and 275,000 common shares indirectly through a company of which she is a beneficial owner. The filing is made by a single reporting person and notes an option for use of a Rule 10b5-1 trading plan checkbox, although the excerpt does not indicate it is checked.
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.
Galaxy Gaming (GLXZ) filed its Q3 2025 10‑Q, reporting total revenue of $7,325,142 and net income of $1,039,139, a turnaround from a loss a year ago. Operating income was $1,903,652, supported by lower selling, general and administrative costs and reduced interest expense after refinancing.
Digital revenue grew, while perpetual license sales declined on timing. Year‑to‑date revenue was $22,637,766 with a small net loss of $31,786, reflecting a $2,969,585 debt extinguishment loss from replacing Fortress debt with a new $45,000,000 BMO term loan. Cash was $3,334,579; gross long‑term debt was $40,422,767 ($40,187,500 BMO term loan and $235,267 insurance notes). Stockholders’ deficit stood at $(19,063,715).
The company reaffirmed its merger agreement with Evolution at $3.20 per share. All conditions were met as of October 18, 2025 except gaming approvals, automatically extending the outside date to January 18, 2026. Galaxy anticipates regulatory consideration in December 2025 and, subject to approvals and all conditions, closing prior to year‑end 2025.
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.
Galaxy Gaming director Cheryl Kondra purchased 5,237 shares of common stock on 09/30/2025 at $2.80 per share. Following the transaction she beneficially owns 171,989 shares in a direct capacity. The Form 4 discloses a single non-derivative acquisition and shows no derivative transactions or additional explanatory text.
Bryan W. Waters, a director of Galaxy Gaming, Inc. (GLXZ), reported an insider purchase on Form 4. On 09/30/2025 he acquired 4,489 shares of Common Stock at a reported price of $2.80 per share. After the transaction he beneficially owned 611,875 shares indirectly through the Bryan and Karen Waters Family Trust. The filing is signed by Mr. Waters on 10/01/2025 and indicates the Form 4 was filed by one reporting person.