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): February 17, 2020
GALAXY GAMING, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
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000-30653
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20-8143439
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6767 Spencer Street
Las Vegas, Nevada 89119
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Exchange on Which Registered
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Common Stock
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GLXZ
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OTCQB marketplace
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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 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. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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On February 17, 2020, Galaxy Gaming, Inc. (the “Company”), entered into Amendment Number 2 to the Employment Agreement, dated July 27, 2017 (and previously amended by
Amendment No. 1), between the Company and Todd P. Cravens, the Company’s President and Chief Executive Officer. Amendment Number 2 (i) extends the term of the agreement from July 27, 2020 to July 26, 2022; (ii) provides for a grant of 225,000
nonqualified options to purchase shares of the Company’s common stock at a strike price equal to the closing price of the Company’s common stock on the date that Amendment Number 2 was approved by the Board of Directors of the Company, with the
options vesting (x) 88,000 shares on July 26, 2021, (y) 87,000 shares on July 26, 2022 and (z) 50,000 shares on July 26, 2023; and (iii) increases Mr. Cravens annual compensation to $275,000 effective as of January 1, 2020.
The balance of the Employment Agreement, as previously amended, remains in full force and effect.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 17, 2020, the Company and Todd P. Cravens, the Company’s President and Chief Executive Officer, entered into an agreement to amend his Employment Agreements in the manner described in Item 1.01. The
terms and conditions of the amendment are described under Item 1.01.
| Item 9.01 |
Finacial Statements and Exhibits
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Exhibit
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Description
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Amendment No. 2 to the Employment Agreement dated July 27, 2017, between the Company and Todd P. Cravens.
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Signature Page Follows
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: February 17, 2020
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GALAXY GAMING, INC.
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By:
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/s/ Harry C. Hagerty
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Harry C. Hagerty
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Chief Financial Officer
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