UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 14, 2020

GALAXY GAMING, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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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. ☐

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Item 1.01

Entry into a Material Definitive Agreement

 

On August 14, 2020, Galaxy Gaming, Inc. (“Galaxy” or the “Company”) and Zions Bancorporation N.A. dba Nevada State Bank (the “Lender”) entered into a Forbearance and Fifth Amendment to Credit Agreement (the “Fifth Amendment”), pursuant to which the Credit Agreement, dated April 24, 2018, by and between Galaxy and ZB, N.A. dba Nevada State Bank (as amended on April 22, 2019, May 6, 2019, August 16, 2019 and October 14, 2019, the “Credit Agreement”) was amended as described herein.  As a result of the COVID-19 worldwide pandemic, the Company has not complied with or is likely to fail to comply with certain financial covenants in the Credit Agreement related to total leverage ratio, fixed charge coverage ratio and the senior leverage ratio, as these terms are defined in the Credit Agreement (the “Specified Defaults”).  The Fifth Amendment memorializes the agreement of the Lender and Galaxy that (i) a new minimum EBITDA covenant shall be place for each fiscal quarter ending after the execution of the Fifth Amendment through and including March 31, 2021; and (ii) so long as the Company complies with the terms of the Fifth Amendment, the Lender shall forbear from taking any action with regard to the Specified Defaults.

 

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

 

The foregoing description of the Fifth Amendment is not complete and is qualified in its entirety by reference to the Fourth 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.

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:  August 14, 2020

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