# Galaxy Gaming, Inc. (GLXZ) — merger/definitive [announced]
Source: SEC API (secapi.ai) · situation sit_956b8fcbc4b30206b94a · retrieved 2026-08-11T16:11:02.680Z

## Overview
Galaxy Gaming, Inc. is an amusement and recreation services company that develops and operates gaming products and platforms.

Galaxy Gaming, Inc. amended its Credit Agreement with BMO Bank N.A. on July 24, 2026, to permit the company to repurchase up to $4,000,000 of its capital stock, equity interests, or warrants. The repurchase must be completed by January 6, 2028, and is conditioned on: (i) the company maintaining minimum unencumbered liquid assets of $5,000,000 after the repurchase; (ii) the sole source of funds being the $5,234,678 termination fee paid by Evolution Malta Holding Limited following termination of the merger agreement after the July 17, 2026 acquisition deadline; (iii) compliance with all financial covenants; and (iv) no default or event of default occurring. The amendment also modified the Fixed Charge Coverage Ratio covenant to 1.10:1.0 and updated financial reporting requirements.

## Terms
- Counterparty: BMO Bank N.A. · Deal value: $4.0M · Consideration: cash

## Key dates
- Announced 2026-07-22 · Expiry 2028-01-06

## Timeline
- 2026-07-22 · 8-K (0001193125-26-311363): 8-K - Galaxy Gaming, Inc. — *Galaxy Gaming develops and distributes innovative games, bonusing systems, and technology solutions to physical and online casinos worldwide; it has over 140 licenses worldwide, including licenses in 28 U.S. states and more than 30 countries.* Galaxy Gaming's Board of Directors authorized a share repurchase program of up to $4.0 million of the Company's outstanding common stock, effective immediately on July 22, 2026. The authorization follows the termination of Galaxy's previously announced Merger Agreement with Evolution Malta Holding Limited, under which Evolution has acknowledged its obligation to pay Galaxy a $5.2 million termination fee. The repurchase program supersedes the Company's prior authorization to repurchase up to $750,000 of its common stock, under which no shares had been repurchased as of July 22, 2026.
  https://www.sec.gov/Archives/edgar/data/13156/0001193125-26-311363.txt
- 2026-07-30 · 8-K (0001193125-26-324517): 8-K - Galaxy Gaming, Inc. — *Galaxy Gaming, Inc. is an amusement and recreation services company that develops and operates gaming products and platforms.* Galaxy Gaming, Inc. amended its Credit Agreement with BMO Bank N.A. on July 24, 2026, to permit the company to repurchase up to $4,000,000 of its capital stock, equity interests, or warrants. The repurchase must be completed by January 6, 2028, and is conditioned on: (i) the company maintaining minimum unencumbered liquid assets of $5,000,000 after the repurchase; (ii) the sole source of funds being the $5,234,678 termination fee paid by Evolution Malta Holding Limited following termination of the merger agreement after the July 17, 2026 acquisition deadline; (iii) compliance with all financial covenants; and (iv) no default or event of default occurring. The amendment also modified the Fixed Charge Coverage Ratio covenant to 1.10:1.0 and updated financial reporting requirements.
  https://www.sec.gov/Archives/edgar/data/13156/0001193125-26-324517.txt

## Citations
- 0001193125-26-311363 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526311363
- 0001193125-26-324517 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526324517