Overview

On March 5, 2026, Galaxy Gaming, Inc. (GLXZ), a prominent provider in the amusement and recreation services sector, filed a Form 8-K with the Securities and Exchange Commission (SEC). This filing outlines several important updates relevant to shareholders and market participants.

Key Points from the Filing

• Form Type: 8-K (Current Report)
• Date of Report/Event: March 5, 2026
• Company Details:
  • Name: Galaxy Gaming, Inc.
  • Headquarters: 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118
  • Trading Symbol: GLXZ
  • IRS Employer Identification Number: 20-8143439
  • Exchange: OTCQB Marketplace
• No Securities Registered on National Exchange: The filing notes that the company does not currently have its securities registered pursuant to Section 12(b) of the Exchange Act.

Potentially Price-Sensitive Information

• Merger Update:
  • The filing references a previously announced Merger Agreement and its subsequent amendment. Galaxy Gaming, Inc. indicates that the closing of this merger transaction is anticipated to occur prior to the stated “Outside Date,” subject to the satisfaction of the “Gaming Approval Closing Condition.”
  • Impact: The successful completion of this merger could have a material effect on the company’s business operations, management focus, and potentially its share value.
  • Risks Highlighted: The company notes several risks related to the merger:
    • Regulatory approval is required, and any delay or failure in receiving approval could prevent the merger from closing.
    • Disruptions to current operations or management focus may occur due to the merger process.
    • There may be challenges in retaining or hiring key personnel and maintaining relationships with customers and other third parties.
    • Potential for shareholder litigation related to the merger, which could result in significant legal costs or impact the timing of the deal.
    • Uncertainty surrounding the merger could negatively affect business performance or the market price of Galaxy’s common stock.
  • Documents Incorporated by Reference:
    • The full text of the Merger Agreement was previously filed as Exhibit 2.1 to the 8-K on July 18, 2024, and the Amendment No. 1 was filed as Exhibit 2.1 on November 25, 2025.
• Forward-Looking Statements Warning:
  • Galaxy Gaming, Inc. provides a cautionary statement regarding forward-looking statements, alerting investors to the risks and uncertainties that could cause actual results to differ materially from those anticipated.
  • Investors are encouraged to review the “Risk Factors” section in the company’s most recent Annual Report (Form 10-K for the year ended December 31, 2024) and other filings for more details.

Other Noteworthy Details

• No Written Communications, Soliciting Material, or Tender Offers: The company indicates that this 8-K filing is not intended to satisfy obligations relating to written communications under Rule 425, soliciting material under Rule 14a-12, or pre-commencement communications under Rules 14d-2(b) or 13e-4(c).
• Not an Emerging Growth Company: Galaxy Gaming, Inc. is not classified as an emerging growth company and has not elected to use the extended transition period for new or revised accounting standards.
• Signatory: The filing is signed by Steven Kopjo, Chief Financial Officer, on behalf of Galaxy Gaming, Inc.

Conclusion

The progress towards closing the merger, along with the associated regulatory and operational risks, represents potentially price-sensitive information for shareholders and could impact the valuation of Galaxy Gaming, Inc. shares. Investors should closely monitor further updates regarding the status of the merger and review all referenced documents for a comprehensive understanding of the risks and strategic implications.