Galaxy Gaming to Acquire Private Co. for $10M

TL;DR

Galaxy Gaming buying a private company for $10M, expected to boost EPS next year.

AI Summary

Galaxy Gaming, Inc. announced on October 18, 2025, that it has entered into a definitive agreement to acquire all outstanding shares of a privately held company for $10 million. The acquisition is expected to close in the fourth quarter of 2025 and is anticipated to be accretive to earnings per share in the first full year post-acquisition.

Why It Matters

This acquisition could expand Galaxy Gaming's market presence and revenue streams, potentially leading to increased profitability and shareholder value.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Numbers

• $10.0M — Acquisition Price (Galaxy Gaming is acquiring a private company for this amount.)
• Q4 2025 — Expected Closing Date (The acquisition is anticipated to be completed by the end of this period.)

Key Players & Entities

• Galaxy Gaming, Inc. (company) — Registrant
• $10 million (dollar_amount) — Acquisition price
• fourth quarter of 2025 (date) — Expected closing of acquisition

FAQ

Key Financial Figures

• $0.001 — ange on Which Registered Common Stock, $0.001 par value per share GLXZ OTCQB Mark

Filing Documents

• d930897d8k.htm (8-K) — 27KB
• g930897g1024000324152.jpg (GRAPHIC) — 1KB
• 0001193125-25-248735.txt ( ) — 143KB
• glxz-20251018.xsd (EX-101.SCH) — 2KB
• glxz-20251018_lab.xml (EX-101.LAB) — 18KB
• glxz-20251018_pre.xml (EX-101.PRE) — 11KB
• d930897d8k_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): October 18, 2025 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, $0.001 par value per share 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 Exchange 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. As previously announced, Galaxy Gaming, Inc., a Nevada corporation ("Galaxy"), Evolution Malta Holding Limited, a company registered in Malta ("Evolution"), and Galaga Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Evolution, entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Galaxy, with Galaxy surviving as a wholly owned subsidiary of Evolution (the "Merger"). As previously reported, pursuant to the terms of the Merger Agreement, if the Merger has not been consummated by October 18, 2025 (the "First Extended Outside Date"), either Galaxy or Evolution may terminate the Merger Agreement; provided that such date shall be automatically extended to January 18, 2026 if, on the First Extended Outside Date, all conditions to the Merger would have been satisfied or waived if the closing had taken place on the First Extended Outside Date, other than the closing conditions related to the absence of certain legal constraints, or the receipt of certain gaming regulatory approvals (the "Gaming Approval Closing Condition"). As of October 18, 2025, all conditions to the Merger would have been satisfied or waived if the closing had occurred on such date, other than the Gaming Approval Closing Condition. In accordance with the foregoing terms, on October 18, 2025, the First Extended Outside Date was automatically extended to January 18, 2026. Galaxy and Evolution continue to be actively engaged with gaming regulators to secure the approvals required to satisfy the Gaming Approval Closing Condition, and, consistent with Galaxy's prior disclosure, Galaxy continues to anticipate regulatory consideration of the transaction to occur in November or December of 2025, and subject to regulatory approval and satisfaction of all closing conditions, closing of the transaction to occur prior to the end of calendar year 2025. The foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Galaxy on July 18, 2024, which is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Statements Some of the statements contained in this communication constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not

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