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Current Report · Items 1.01, 7.01, 9.01 · 8-K

Galaxy Gaming, Inc.

GLXZOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. On August 12, 2026, Galaxy Gaming, Inc. (the “Company”) entered into warrant cancellation agreements (each, a “Fortress Warrant Cancellation Agreement” and collectively, the “Fortress Warrant Cancellation Agreements”) with each of Drawbridge Special Opportunities Fund LP (“Drawbridge”), Fortress Lending II Holdings LP (“Fortress Lending”), and…

Filed Aug 17, 2026Accepted Aug 17, 2026, 9:15 AM EDTCIK 13156Accession 0001193125-26-353324
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Company context

Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative games, bonusing systems, and technology solutions to physical and online casinos worldwide. Galaxy Gaming offers games proven to perform developed by gaming experts and backed by the highest level of customer support. Galaxy Gaming Digital is the world’s leading licensor of proprietary table games to the online gaming industry. Galaxy Gaming has over 140 licenses worldwide, including licenses in 28 U.S. states and more than 30 countries around the world.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 21, 2026
  2. Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 10, 2026
  3. 10-Q filingAug 10, 2026
  4. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementJul 30, 2026
  5. Other EventsJul 22, 2026

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On August 12, 2026, Galaxy Gaming, Inc. (the “Company”) entered into warrant cancellation agreements (each, a “Fortress Warrant Cancellation Agreement” and collectively, the “Fortress Warrant Cancellation Agreements”) with each of Drawbridge Special Opportunities Fund LP (“Drawbridge”), Fortress Lending II Holdings LP (“Fortress Lending”), and Fortress Lending Fund II MA-CRPTF LP (“Fortress Fund” and, together with Drawbridge and Fortress Lending, the “Warrantholders”), each of which is an affiliate of Fortress Credit Corp. Pursuant to the Fortress Warrant Cancellation Agreements, the Company cancelled warrants to purchase an aggregate of 778,320 shares of the Company’s common stock, par value $0.001, that were originally issued to the Warrantholders on November 15, 2021 in connection with that certain senior secured term loan agreement with Fortress Credit Corp. (the “Fortress Credit Agreement”). As previously disclosed, on January 6, 2025, the Fortress Credit Agreement was repaid in full on January 6, 2025, and the Fortress Credit Agreement was terminated. In consideration for the cancellation of the warrants, the Company paid to the holders approximately $1.2 million in cash in the aggregate, funded from cash on hand. Upon execution of each Fortress Warrant Cancellation Agreement, the applicable warrants were cancelled and terminated in all respects and deemed null and void ab initio. Following the transaction, the Company has no warrants outstanding. The foregoing description of the Fortress Warrant Cancellation Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Fortress Warrant Cancellation Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD. On August 17, 2026, the Company issued a press release announcing the execution of the Warrant Cancellation Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Filed exhibits (1)
EX-99.1 (by filename) d417289dex991.htm

EX-99.1 5 d417289dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GALAXY GAMING, INC. 6480 Cameron Street Suite 305 Las Vegas, Nevada 89118 (702) 939-3254 www.galaxygaming.com Galaxy Gaming Completes Cancellation of All Outstanding Warrants Transaction retires 778,320 warrants representing approximately 3% of fully diluted shares LAS VEGAS, August 17, 2026 - Galaxy Gaming, Inc.® (OTCQB: GLXZ) (“Galaxy” or the “Company”), a leading developer and distributor of casino table games, bonusing systems, and technology solutions, today announced that it has eliminated all outstanding warrants through the cancellation of 778,320 common stock purchase warrants held by affiliated entities of former lender Fortress Credit Corp. The cancellation eliminates approximately 3% of the Company’s fully diluted share count. The warrants, which carried an exercise price of $0.01 per share, were issued in connection with the Company’s prior term loan facility. That facility was repaid in full and terminated in January 2025, when Galaxy refinanced the debt through its current credit agreement with Bank of Montreal. The warrants remained outstanding following the refinancing with Bank of Montreal. Ga…

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