Galaxy Gaming Enters New Agreements, Terminates Others

TL;DR

Galaxy Gaming just signed and axed some big deals, creating new financial obligations.

AI Summary

Galaxy Gaming, Inc. announced on January 6, 2025, the entry into a material definitive agreement and the termination of a material definitive agreement. The company also disclosed the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. These events are further detailed in the Form 8-K filing.

Why It Matters

This filing indicates significant changes in Galaxy Gaming's contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements, along with the creation of new financial obligations, introduces uncertainty and potential financial risks.

Key Players & Entities

• Galaxy Gaming, Inc. (company) — Registrant
• January 6, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $47 m — ancing in the aggregate amount of up to $47 million, consisting of a $2 million senio
• $2 million — t of up to $47 million, consisting of a $2 million senior secured revolving credit facilit
• $45 million — secured revolving credit facility and a $45 million senior secured term loan. The Credit

Filing Documents

• glxz-20250106.htm (8-K) — 50KB
• glxz-ex10_1.htm (EX-10.1) — 764KB
• glxz-ex99_1.htm (EX-99.1) — 20KB
• img58282078_0.jpg (GRAPHIC) — 8KB
• img139973661_0.jpg (GRAPHIC) — 24KB
• img157168814_0.jpg (GRAPHIC) — 2KB
• 0000950170-25-003479.txt ( ) — 1114KB
• glxz-20250106.xsd (EX-101.SCH) — 30KB
• glxz-20250106_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 6, 2025 Galaxy Gaming, Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement") with BMO Bank N.A., a national banking association ("Bank"). The Credit Agreement provides for senior secured financing in the aggregate amount of up to $47 million, consisting of a $2 million senior secured revolving credit facility and a $45 million senior secured term loan. The Credit Agreement replaces the senior secured term loan agreement, dated November 15, 2021, with Fortress Credit Corp., which included a term loan with a maturity date of November 13, 2026. On January 6, 2025 t he Company borrowed $45 million under the new term loan and used this amount plus cash in hand to repay all amounts outstanding under the previous loan agreement, which was terminated as described below under Item 1.02. Borrowings under the Credit Agreement bear interest at a rate equal to an applicable margin plus, at the Company's option, either (1) at a floating rate equal to the base rate (the "Base Rate") determined by reference to the greatest of: (a) the prime commercial rate announced or otherwise established by Bank, (b) the federal funds rate plus 1/2 of 1%, and (c) the one-month Term SOFR (as defined in the Credit Agreement) plus 1.00%; or (2) at a fixed rate based on Term SOFR with an interest period of one, three or six months (at the Company's election). The applicable margin for borrowings is determined by reference to a pricing grid based on the Company's then current Total Funded Debt to EBITDA Ratio (as defined in the Credit Agreement). The applicable margin for Base Rate loans ranges from 2.0% to 2.5% per annum. The applicable margin for SOFR loans ranges from 3.0% to 3.5% per annum. The Company will pay (i) a commitment fee equal to the applicable margin on the average daily undrawn amount under the new revolving credit facility, and (ii) a one-time closing fee based on the total commitments und

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement In connection with the Credit Agreement, on January 7, 2025, the Company terminated the senior secured term loan agreement, dated November 15, 2021, with Fortress Credit Corp., and repaid all amounts outstanding under that loan agreement.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 8, 2025, the Company issued a press release announcing the Credit Agreement. A copy of the press release is hereby furnished as Exhibit 99.1 to this Current Report. The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. d) Exhibits Exhibit No. Description 10.1 Credit Agreement dated as of January 6, 2025, by and between Galaxy Gaming, Inc. and BMO Bank N.A. 99.1 Press Release, dated January 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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: January 8, 2025 GALAXY GAMING, INC. By: /s/ Steven Kopjo Steven Kopjo Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR