UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

GALAXY GAMING, INC.

(Name of Registrant as Specified In Its Charter)

Tice P. Brown

(Name of Person(s) Fling Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Tice Brown intends to file a preliminary proxy statement and accompanying proxy card with the SEC to be used to solicit proxies from the Company’s stockholders in connection with Galaxy Gaming, Inc.’s 2022 Annual Meeting to have stockholders elect Tice Brown to the Company’s Board of Directors (the “Board”) and approve a non-binding proposal requesting that the Board take the necessary steps to declassify the Board (in a manner that does not affect the unexpired terms of the previously elected directors).

TICE BROWN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTPS://WWW.SEC.GOV.

Tice Brown is the only anticipated participant in the Proxy Solicitation. ADDITIONAL INFORMATION ABOUT TICE BROWN IS CONTAINED IN THE ATTACHED SCHEDULE 13D.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Galaxy Gaming, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

36318P105

(CUSIP Number)

Tice Brown

PO Box 20907

New York, NY 10009

(870) 612-2605

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

James A. Giesel

Frost Brown Todd LLC

400 W. Market St., 32^nd Floor

Louisville, KY 40202

502.568.0307

March 23, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity securities to which this Schedule 13D relates is common stock, $0.001 par value per share (“Common Stock”) of Galaxy Gaming, Inc., a Nevada corporation (the “Company” or the “Issuer”), with its principal executive offices at 6480 Cameron Street, Suite 305, Las Vegas, NV 89119.

Tice Brown acquired all of his Common Stock through open market transactions using his personal assets.

Tice Brown purchased the Common Stock of the Issuer based on his belief that the Common Stock, when purchased, was undervalued and represented an attractive investment opportunity.

On March 16, 2022, Tice Brown sent a Notice of Director Nomination and Proposal (the “Notice”) to the Company’s Board of Directors (the “Board”) which notified the Board that he planned to nominate himself to the Board at the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The Notice also notified the Company that Tice Brown intends to introduce a non-binding proposal at the 2022 Annual Meeting requesting that the Board take the necessary steps to declassify the Board (in a manner that does not affect the unexpired terms of the previously elected directors). A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Tice Brown believes that he has the qualifications, experience and skill sets necessary to serve as a director of the Issuer.

Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Tice Brown may in the future take actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing additional Common Stock, selling some or all of his Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing his intention with respect to any and all matters referred to in Item 4.

As Tice Brown continues to take the necessary steps to prepare for a potential proxy contest in connection with the 2022 Annual Meeting, he intends to continue to engage in discussions with the Board and/or management relating to his concerns with the Issuer’s board composition, plans for maximizing stockholder value, and the need to make the Board more accountable to stockholders.

Except as set forth in this Schedule 13D, Tice Brown has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Certain Information Concerning The Participants

Tice Brown intends to file a preliminary proxy statement and accompanying proxy card with the SEC to be used to solicit proxies from the Company’s stockholders in connection with the 2022 Annual Meeting to have stockholders elect Tice Brown to the Company’s Board of Directors (the “Board”) and approve a non-binding proposal requesting that the Board take the necessary steps to declassify the Board.

TICE BROWN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTPS://WWW.SEC.GOV.

Tice Brown is the only anticipated participant in the Proxy Solicitation. ADDITIONAL INFORMATION ABOUT TICE BROWN IS CONTAINED IN THIS SCHEDULE 13D.

Except as described herein, Tice Brown has no contracts, arrangement, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule A

Transactions in the Subject Shares during the Past Sixty Days

[See attached]