GLXZ 8-K
Galaxy Gaming, Inc. (GLXZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2026
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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:
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Securities registered pursuant to Section 12(b) of the Act: None
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2026, Galaxy Gaming, Inc. (the “Company”) entered into an amendment (the “Second Amendment”) to its Credit Agreement dated as of January 6, 2025 between the Company and BMO Bank N.A., a national banking association, as amended by that certain First Amendment to Loan Documents dated as of July 24, 2026 (as amended, the “Credit Agreement”).
The Second Amendment, among other things, (i) increases the annual capital expenditure limitation imposed upon the Company and any of its Subsidiaries, up to no more than ten percent (10%) of the prior year’s net revenue per annum and (ii) approves a one-time EBITDA addback in the amount of $505,361.00 solely for purposes of determining compliance with certain financial ratios set forth in the Credit Agreement.
The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: September 25, 2026
GALAXY GAMING, INC.
By: /s/ Steven Kopjo
Steven Kopjo
Chief Financial Officer
Exhibit 10.1
SECOND AMENDMENT TO
LOAN DOCUMENTS (WITH RATIFICATION OF GUARANTY)
THIS SECOND AMENDMENT TO LOAN DOCUMENTS (WITH RATIFICATION OF GUARANTY) (this “Second Amendment”) dated as of this 23rd day of September, 2026, by and between GALAXY GAMING, INC., a Nevada corporation (“Borrower”) and BMO BANK N.A., a national banking association (“Bank”).
W I T N E S S E T H:
WHEREAS, Borrower and Bank entered into that certain Credit Agreement dated as of January 6, 2025 (the “Original Credit Agreement”), as amended by that certain First Amendment to Loan Documents (With Ratification of Guaranty) dated as of July 24, 2026 (together with the Original Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), represented in part, by (i) that certain Revolving Note dated as of January 6, 2025 (as amended, modified and restated from time to time, the “Revolving Note”), pursuant to which Bank made a revolving loan to Borrower in the maximum aggregate principal amount of Two Million Dollars ($2,000,000.00) (the “Revolving Loan”) and (ii) that certain Term Note dated as of January 6, 2025 and (as amended, modified and restated from time to time, the “Term Note” and, together with the Revolving Note, collectively, the “Notes”), pursuant to which Bank made a term loan to Borrower in the maximum aggregate principal amount of Forty-Five Million Dollars ($45,000,000.00) (the “Term Loan” and, together with the Revolving Loan, collectively, the “Loans”); and
WHEREAS, the Loans are secured by, among other items, the following documents:
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DOCPROPERTY "CUS_DocIDChunk0" 4911-8573-0257\5
Exhibit 10.1
WHEREAS, the Borrower has requested that Bank modify the terms of the Credit Agreement and approve (i) an increase to the annual capital expenditure limitation imposed under the Credit Agreement upon the Borrower and any of its Subsidiaries, and (ii) a one-time EBITDA addback in the amount of $505,361.00 (the “Requested Modifications”); and
WHEREAS, the Bank has agreed, subject to the terms and conditions set forth herein, to the Requested Modifications, and Borrower and Bank have agreed to amend the terms of the Original Credit Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the recitals set forth and made a part hereof, the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
(d) Capital Expenditures. Borrower shall not, nor shall it permit any of its Subsidiaries to, incur Capital Expenditures in an amount in excess of ten percent (10.0%) of the prior year’s net revenues per annum.
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Exhibit 10.1
The parties agree that this Second Amendment will not be binding upon or enforceable against Bank until such time as each of the conditions precedent set forth above have been satisfied in Bank’s reasonable determination, and then only after Borrower has fully complied with all of the other terms and conditions set forth in this Second Amendment. Bank hereby acknowledges that its execution of this Second Amendment is confirmation of the satisfaction of the above conditions.
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
IN WITNESS WHEREOF, Borrower has caused this Second Amendment to be duly executed and delivered as of the day and year first above written.
BORROWER:
GALAXY GAMING, INC.,
a Nevada corporation
By
Name
Title
Second Amendment to Loan Documents and Ratification of Guaranty – Signature Page
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Exhibit 10.1
IN WITNESS WHEREOF, Bank has caused this Second Amendment to be duly executed and delivered as of the day and year first above written.
BANK:
BMO BANK N.A., a national banking association
By:
Name:
Its:
Second Amendment to Loan Documents and Ratification of Guaranty – Signature Page
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Exhibit 10.1
CONSENT OF GUARANTOR
The undersigned (“Guarantor”) consents to the Second Amendment to Loan Documents (the “Second Amendment”) to which this Consent is attached, and hereby acknowledges and agrees as follows:
All capitalized terms not otherwise defined herein shall have the meaning given in the Second Amendment.
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Exhibit 10.1
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Exhibit 10.1
IN WITNESS WHEREOF, Guarantor has caused this Consent to be duly executed and delivered as of the date of the Second Amendment.
GUARANTOR:
progressive gameS partners, llc, a Nevada limited liability company
By:______________________________
Name:
Title:
Galaxy Gaming-01, llc, a Nevada limited liability company
By:______________________________
Name:
Title:
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