As filed with the Securities and Exchange Commission on July 18, 2024

Registration No. 333-[_____]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GALAXY GAMING, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

6480 Cameron Street, Ste. 305

Las Vegas, Nevada 89118
(702) 939-3254
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Galaxy Gaming, Inc. Amended and Restated

2014 Equity Incentive Plan

(Full Title of Plan)

Steven Kopjo

Chief Financial Officer

Galaxy Gaming, Inc.

6480 Cameron Street, Suite 305

Las Vegas, Nevada 89118

(702) 939-3254

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

William M. Mower, Esq.
Maslon LLP
225 South 6th Street, Suite 2900

Minneapolis, MN 55402​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed for the purpose of registering an additional 2,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Galaxy Gaming, Inc., a Nevada corporation (the “Company”), to be issued pursuant to the Galaxy Gaming, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which shares of Common Stock are in addition to the shares of Common Stock previously registered on the Company’s registration statement on Form S-8 (File No. 333-237796), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2020 (the “Prior Form S-8”). In accordance with General Instruction E to Form S-8, the contents of the Prior Form S-8 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Company incorporates by reference into this Registration Statement the following documents that the Company has previously filed with the SEC:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

* Filed herewith

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on July 18, 2024.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Steven Kopjo and Matt Reback, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: