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): April 22, 2019


Galaxy Gaming, Inc.
(Exact name of registrant as specified in its charter)


Nevada
000-30653
20-8143439
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

6767 Spencer Street, Las Vegas, Nevada
  
89119
(Address of principal executive offices)
  
(Zip Code)

(Registrant’s telephone number, including area code): (702) 939-3254

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 (see General Instructions A.2. below):

☐
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 Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company           ☐

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. ☐

Item 1.01
Entry into a Material Definitive Agreement

On April 22, 2019, Galaxy Gaming, Inc. (“Galaxy” or the “Company”) entered into a First Amendment to Credit Agreement (the “Amendment”), pursuant to which the Credit Agreement, dated April 24, 2018, by and between Galaxy and ZB, N.A. dba Nevada State Bank was amended as described herein.  Among other things, the Amendment amends the agreement to (i) constitute all references to “Lender” or “Nevada State Bank” as references to “Zions Bancorporation, N.A. dba Nevada State Bank;” and (ii) extend the Revolving Loan Maturity Date from the first anniversary of the Closing Date to the third anniversary of the Closing Date.

The Amendment contains representations and warranties and affirmations regarding the Amendment and the original credit agreement that are customary for financing transactions.  Other than as specifically referenced in the Amendment, the credit agreement remains in full force and effect.

The foregoing descriptions of the Amendment is not complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 hereto.

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 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

 
10.1
 
First Amendment to Credit Agreement, dated April 22, 2019, between GALAXY GAMING, INC., a Nevada corporation, and ZIONS BANCORPORATION, N.A.B, N.A. dba NEVADA STATE BANK, a Nevada state banking corporation.

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.

   
GALAXY GAMING, INC.
       
   
By:
/s/ Harry C. Hagerty
   
Name:
Harry C. Hagerty
   
Title:
Chief Financial Officer
       
Date:
April 24, 2019
    

Exhibit Index

Exhibit
No.
  
Description
     
 
First Amendment to Credit Agreement, dated April 22, 2019, between GALAXY GAMING, INC., a Nevada corporation, and ZIONS BANCORPORATION, N.A.B, N.A. dba NEVADA STATE BANK, a Nevada state banking corporation.