Galaxy Gaming Files 8-K Report

TL;DR

Galaxy Gaming filed its 8-K, standard corporate update, no major news.

AI Summary

On November 1, 2024, Galaxy Gaming, Inc. filed an 8-K report. The filing indicates that the company is a Nevada-incorporated entity with its principal executive offices located at 6480 Cameron Street, Suite 305, Las Vegas, Nevada. The report does not contain specific financial transactions or material events beyond its routine filing status.

Why It Matters

This filing serves as a routine update for investors, confirming the company's operational status and basic corporate information as required by the SEC.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not disclose any new material risks or events.

Key Numbers

• 000-30653 — Commission File Number (Identifies the company's SEC filing record.)
• 20-8143439 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Galaxy Gaming, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• 6480 Cameron Street, Suite 305, Las Vegas, Nevada (address) — Principal executive offices

FAQ

Key Financial Figures

• $2.19 — saction at a proposed purchase price of $2.19 per share (the " March 24 Offer "). The
• $2.62 — saction at a proposed purchase price of $2.62 per share (the " April 19 Offer "). The
• $3.20 — rest with a proposed price per share of $3.20 (the " May 30 Offer "). The May 30 Offe
• $10 million — ted targets with enterprise values from $10 million to $1 billion, Macquarie Capital noted
• $1 b — h enterprise values from $10 million to $1 billion, Macquarie Capital noted that the
• $1.85 — te an implied per share equity range of $1.85 to $1.99." The section of the Definiti
• $1.99 — lied per share equity range of $1.85 to $1.99." The section of the Definitive Proxy

Filing Documents

• d849025d8k.htm (8-K) — 99KB
• g849025g1031235506278.jpg (GRAPHIC) — 1KB
• 0001193125-24-249845.txt ( ) — 232KB
• glxz-20241101.xsd (EX-101.SCH) — 2KB
• glxz-20241101_lab.xml (EX-101.LAB) — 18KB
• glxz-20241101_pre.xml (EX-101.PRE) — 11KB
• d849025d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 GALAXY GAMING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-30653 20-8143439 (Commission File Number) (I.R.S. Employer Identification No.) 6480 Cameron Street , Suite 305 Las Vegas , Nevada 89118 (Address of principal executive offices) ( 702 ) 939-3254 (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 Common Stock GLXZ OTCQB Marketplace 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 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. Item8.01. Other Events. SUPPLEMENT TO DEFINITIVE PROXY STATEMENT As previously disclosed, on July 18, 2024, Galaxy Gaming, Inc., a Nevada corporation ("Galaxy" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Evolution Malta Holding Limited, a company registered in Malta ("Parent"), and Galaga Merger Sub, Inc., a Nevada corporation and direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"). On September 26, 2024, the Company filed a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") with the Securities and Exchange Commission (the "SEC") for the solicitation of proxies in connection with the special meeting of the Company's stockholders to be held on November 12, 2024, for purposes of voting, among other things, on a proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. This supplemental information should be read in conjunction with the Definitive Proxy Statement, including the balance of the sections entitled "Background of the Merger," "Summary of Financial Analysis of Macquarie Capital," "Certain Unaudited Prospective Financial Information" and "Interests of the Directors and Executive Officers of Galaxy in the Merger". Defined terms used but not defined in the below disclosures have the meanings set forth in the Definitive Proxy Statement. Litigation Related to the Merger Beginning on September 11, 2024, six purported stockholders of Galaxy have sent demand letters to the Company and two purported stockholders have sent an unfiled complaint. As of November 1, 2024, two purported stockholders of Galaxy have filed complaints in New York state court. The demand letters and complaints allege that the Definitive Proxy Statement is materially incomplete and misleading because it omitted certain information related to the Merger, including but not limited to information about the Company's financial projections and analyses performed by Galaxy's financial advisor, Macquarie Capital (USA) Inc. ("Macquarie Capital"). The Company believes that the allegations in the demands are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the demands delay or otherwise adversely affect the Merger, and to minimize costs, risk and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Galaxy is supplementing the Definitive Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Galaxy specifically denies all allegations in the complaints and demands that any additional di

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View this 8-K filing on SEC EDGAR