UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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).
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. ☐
EXPLANATORY NOTE
On August 24, 2020, Galaxy Gaming, Inc. (“Galaxy” or the “Company”) filed Form 8-K with the Securities and Exchange Commission (“SEC”) announcing that it had completed the previously announced acquisition of Progressive Games Partners LLC (“PGP”).
This Amendment amends the Initial 8-K to provide the financial statements and pro forma financial information referred to in parts (a) and (b) of Item 9.01 below relating to the transactions described above. Except as otherwise noted, all other information in the Initial Form 8-K remains unchanged.
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Item 9.01. |
Financial Statements and Exhibits. |
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(a) |
Financial Statements. |
The audited carve-out financial statements of Progressive Games Partners LLC – Acquired Interest as of December 31, 2019 and for the year then ended are attached as Exhibit 99.1 to this Amendment and incorporated herein by reference.
The unaudited carve-out financial statements of Progressive Games Partners LLC – Acquired Interest for the six months ended June 30, 2020 are attached as Exhibit 99.2 to this Amendment and incorporated herein by reference.
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(b) |
Pro Forma Financial Information. |
The following unaudited pro forma information related to the Progressive Games Partners LLC Acquisition is attached as Exhibit 99.3 to this Amendment and incorporated herein by reference:
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(i) |
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2020. |
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(ii) |
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2019. |
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(iii) |
Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2020. |
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d) |
The following exhibits are filed as a part of this amended Report. |
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Exhibit Number |
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Description of Exhibit |
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23.1 |
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99.1 |
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Audited Carve-out Financial Statements of Progressive Games Partners LLC – Acquired Interest |
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99.2 |
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Unaudited Carve-out Financial Statements of Progressive Games Partners LLC – Acquired Interest |
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99.3 |
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Unaudited Pro Forma Condensed Combined Financial Information |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 16, 2021
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GALAXY GAMING, INC. |
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By: |
/s/ Harry C. Hagerty |
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Harry C. Hagerty |
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Chief Financial Officer |