8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2023

GALAXY GAMING, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)


000-30653	20-8143439
(Commission File Number)	(I.R.S. Employer Identification No.)

6480 Cameron Street Suite 305

Las Vegas, Nevada 89118

(Address of principal executive offices)

(702) 939-3254

(Registrant’s telephone number, including area code)

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:

 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 the Exchange Act (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Exchange on Which Registered

Common Stock GLXZ OTCQB marketplace

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). ☐

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. ☐

EXPLANATORY NOTE
Galaxy Gaming, Inc. (the “Company”) has determined that an error occurred in connection with the filing of its Current Report on Form 8-K that was originally filed with the Securities and Exchange Commission on March 20, 2023 (the “Original Report”). This amendment to the Original Report (this “Amendment”) is being filed to correct an error in the Original Report. The Participants in Solution section has been corrected to reflected that the Form 10-K is expected to be filed with the SEC on or around March 30, 2023. The initial 8-K mistakenly noted the Form 10-K had been filed with the SEC on March 20, 2023. This Amendment does not amend any other item of the Original Report or provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
 
Item 8.01

On March 20, 2023, Galaxy Gaming, Inc. (the “Company”) announced that its 2023 Annual Meeting of Stockholders (the “2022 Annual Meeting”) will be held virtually on June 14, 2023. The record date for the 2023 Annual Meeting will be the close of business on April 17, 2023. A copy of the press release announcing the date of the meeting is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Important Additional Information and Where to Find It

The Company intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the 2023 Annual Meeting and to mail the definitive proxy statement and a proxy card, along with the Company’s 2022 Annual Report on Form 10-K, to each stockholder of record entitled to vote at the 2023 Annual Meeting. THE COMPANY STRONGLY URGES ITS SHAREHOLDERS TO READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Free copies of the documents filed with the SEC by the Company may also be obtained at the investor relations portion of the Company’s website at https://ir.galaxygaming.com/ under “SEC Filings,” or by contacting the Company’s Investor Relations Officer by telephone at 702-939-3254.

Participants in Solicitation

Galaxy Gaming, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the matters to be considered at the 2023 Annual Meeting. Information about the Company’s directors and executive officers is available in the Company’s public filings filed with the SEC, including its the 2022 Annual Report on Form 10-K, expected to be filed with the SEC on March 30, 2023. Additional information regarding the interests of the directors and executive officers will be set forth in the proxy statement to be filed with the SEC in connection with the 2023 Annual Meeting. Free copies of this document may be obtained as described in the preceding paragraph.


Item 9.01

(d) Exhibits

EX-99.1 Press Release Announcing the Date of Virtual Annual Meeting of Stockholders to be Held on June 14, 2023.

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: March 22, 2023

GALAXY GAMING, INC.

By:

/s/ Harry C. Hagerty

Harry C. Hagerty

Chief Financial Officer