Galaxy Gaming, Inc.
For the period ended Dec 31, 2024. Filed Mar 24, 2025.
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FY2024 · Filed Mar 24, 2025
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Item 15. Exhibits and Financial Statement Schedules
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · FiledHerewith | |||||
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger dated as of July 18, 2024 by and among Galaxy Gaming, Inc., Evolution Malta Holding Limited, and Galaga Merger Sub, Inc. | 8-K | 000-30653 | 2.1 | July 18, 2024 |
| 3.1 | Amended and Restated Articles of Incorporation | 8-K | 000-30653 | 3.1 | February 13, 2009 |
| 3.2 | Amended and Restated Bylaws | 8-K | 000-30653 | 3.2 | February 13, 2009 |
| 3.3 | Second Amended and Restated Bylaws | 8-K | 000-30653 | 3.2 | February 14, 2020 |
| 10.1 | Lease agreement with Abyss Group, LLC for 6980 O’Bannon Drive (related party) | 10-K | 000-30653 | 10.2 | April 1, 2013 |
| 10.2 | Amendment to lease agreement with Abyss Group, LLC for 6980 O’Bannon Drive (related party) | 10-K | 000-30653 | 10.3 | April 1, 2013 |
| 10.3 | Exclusive Operating and License Agreement with TableMAX Gaming, Inc. | 8-K | 000-30653 | 99.2 | February 24, 2011 |
| 10.4 | Asset Purchase Agreement with Prime Table Games, LLC | 8-K | 000-30653 | 10.1 | October 11, 2011 |
| 10.5 | Prime Table Games Promissory Note and Security Agreement - US | 8-K | 000-30653 | 10.2 | October 11, 2011 |
| 10.6 | Prime Table Games Promissory Note and Security Agreement - UK | 8-K | 000-30653 | 10.3 | October 11, 2011 |
| 10.7 | Board of Directors Service Agreement with Bryan W. Waters, Director | 10-K | 000-30653 | 10.11 | March 31, 2015 |
| 10.8 | Employment agreement with Harry C. Hagerty, Chief Financial Officer, dated May 1, 2017 | 10-Q | 000-30653 | 10.1 | May 15, 2017 |
| 10.9 | Employment agreement of Todd Cravens, dated July 27, 2017 | 10-Q | 000-30653 | 10.1 | August 14, 2017 |
| 10.10 | Form of Indemnification Agreement for Norman DesRosiers | 10-Q | 000-30653 | 99.1 | May 16, 2016 |
| 10.11 | Form of Indemnification Agreement for Robert Saucier | 10-Q | 000-30653 | 99.2 | May 16, 2016 |
| 10.12 | Form of Indemnification Agreement for William Zender | 10-Q | 000-30653 | 99.3 | May 16, 2016 |
| 10.13 | Form of Indemnification Agreement for Bryan Waters | 10-Q | 000-30653 | 99.4 | May 16, 2016 |
| 10.14 | Settlement Agreement with Red Card Gaming, Inc. and AGS, LLC | 8-K | 000-30653 | 99.1 | July 13, 2016 |
| 10.15 | Loan Agreement dated August 29, 2016 with Breakaway Capital Management, LLC, as administrative agent for the lenders | 8-K/A | 000-30653 | 99.1 | August 30, 2016 |
| 10.16 | Warrant Agreement dated August 29, 2016, with the lenders | 8-K/A | 000-30653 | 99.2 | August 30, 2016 |
| 10.17 | Guaranty and Security agreement dated August 29, 2016, with Breakaway Capital Management, LLC, as administrative agent for the lenders | 8-K/A | 000-30653 | 99.3 | August 30, 2016 |
| 10.18 | Gary Vecchiarelli Indemnification Agreement dated November 14, 2015 | 10-Q | 000-30653 | 99.3 | November 16, 2015 |
| 10.19 | Amendment No. 1 to Harry C. Hagerty Employment Agreement | 10-K | 000-30653 | 10.5 | April 2, 2018 |
| 10.20 | Board of Directors Service Agreement with Mark A. Lipparelli | 8-K | 000-30653 | 99.1 | September 7, 2017 |
| 10.21 | Form of Voting and Control Agreement (Triangulum Partners, LLC shares) | 8-K | 000-30653 | 99.1 | September 27, 2017 |
| 10.22 | Amendment #1 to the Employment Agreement dated July 27, 2017, between the Company and Todd P. Cravens | 8-K | 000-30653 | 10.1 | February 22, 2019 |
| 10.23 | Amendment #2 to the Employment Agreement dated May 1, 2017, between the Company and Harry C. Hagerty | 8-K | 000-30653 | 10.2 | February 22, 2019 |
| 10.24 | Board of Director Service Agreement dated June 3, 2019, with Michael Gavin Isaacs | 8-K | 000-30653 | 10.1 | June 5, 2019 |
| 10.25 | Amendment #2 to the Employment Agreement dated July 27, 2017, between the Company and Todd P. Cravens | 8-K | 000-30653 | 10.1 | February 19, 2020 |
| 10.26 | Membership Interest Purchase Agreement dated February 25, 2020, between the Company and the Membership Interest Holders of PGP | 8-K | 000-30653 | 10.2 | February 26, 2020 |
| 10.27 | Paycheck Protection Program Loan Agreement pursuant to the Coronavirus Aid, Relief and Economic Security Act | 8-K | 000-30653 | April 21, 2020 | |
| 10.28 | First Amendment dated August 21, 2020, to Membership Interest Purchase Agreement dated February 25, 2020 between the Company and the Membership Interest Holders of PGP | 8-K | 000-30653 | 10.1 | August 24, 2020 |
| 10.29 | Amended and Restated Credit Agreement dated March 29, 2021, with Zions Bancorporation, N.A. dba Nevada State Bank | 8-K | 000-30653 | 10.1 | March 31, 2021 |
| 10.30 | Forbearance to Amended and Restated Credit Agreement dated March 29, 2021, with Zions Bancorporation, N.A. dba Nevada State Bank | 8-K | 000-30653 | 10.1 | May 17, 2021 |
| 10.31 | Settlement Agreement with former Chairman and Chief Executive Officer, Robert Saucier and Triangulum Partners LLC dated October 7, 2021 | 8-K | 000-30653 | 10.1 | October 8, 2021 |
| 10.32 | Credit Agreement dated November 15, 2021, with Fortress Credit Corp. | 8-K | 000-30653 | 10.1 | November 17, 2021 |
| 10.33 | Board of Directors Service Agreement with Cheryl Kondra, Director | 8-K | 000-30653 | 10.1 | December 7, 2021 |
| 10.34 | Form of Indemnification Agreement for Cheryl Kondra, Director | 8-K | 000-30653 | 10.2 | December 7, 2021 |
| 10.35 | Consent and Waiver to Term Loan Credit Agreement, dated November 15, 2021, by among Galaxy Gaming Inc., a Nevada corporation, the lenders from time to time party and Fortress Credit Corp. as administrative agent and collateral agent. | 8-K | 000-30653 | 10.1 | March 22, 2022 |
| 10.36 | Cooperation Agreement, dated April 20, 2022, by and between the Company and Tice Brown | 8-K | 000-30653 | 10.1 | April 25, 2022 |
| 10.37 | Amendment #3 to the Employment Agreement between the Company and Todd Cravens | 8-K | 000-30653 | 10.1 | June 21, 2022 |
| 10.38 | Board of Directors Service Agreement with Meredith Brill, Director | 8-K | 000-30653 | 10.1 | July 15, 2022 |
| 10.39 | Form of Indemnification Agreement dated July 15, 2022, between the Company and Meredith Brill | 8-K | 000-30653 | 10.1 | July 15, 2022 |
| 10.40 | First Amendment to Board of Directors Service Agreement with Meredith Brill, Director | 8-K | 000-30653 | 10.1 | July 26, 2022 |
| 10.41 | Changes to Board Compensation | 8-K | 000-30653 | 10.1 | January 27, 2023 |
| 10.42 | Amended and Restated Online Game License Agreement with Evolution Malta Limited | 8-K | 000-30653 | 10.1 | May 16, 2023 |
| 10.43 | Redacted License Agreement with the Talisman Group LLC | 8-K | 000-30653 | 10.1 | June 20, 2023 |
| 10.44 | Employment Agreement between the Company and Matt Reback effective November 13, 2023 | 8-K | 000-30653 | 10.1 | November 7, 2023 |
| 10.45 | Severance Agreement dated November 10, 2023, between the Company and Todd Cravens | 8-K | 000-30653 | 10.1 | November 20, 2023 | |
| 10.46 | Employment Agreement Dated May 22, 2024, between the Company and Steven Kopjo | 8-K | 000-30653 | 10.1 | May 24, 2024 | |
| 10.47 | Amended and Restated 2014 Equity Incentive Plan | 8-K | 000-30653 | 10.1 | July 18, 2024 | |
| 10.48 | Form of Indemnification Agreement dated July 31, 2024, between the Company and Matt Reback | 8-K | 000-30653 | 10.1 | August 5, 2024 | |
| 10.49 | Form of Indemnification Agreement dated July 31, 2024, between the Company and Steven Kopjo | 8-K | 000-30653 | 10.2 | August 5, 2024 | |
| 10.50 | Amendment to Employment Agreement with Matt Reback dated December 27, 2024 | 8-K | 000-30653 | 10.2 | December 31, 2024 | |
| 19.1 | Insider Trading Policy | X | ||||
| 23.1 | Consent of Moss Adams LLP, Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | Inline XBRL Instance Document – the instance does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 104 | 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 thereunto duly authorized.
| Date: | March 21, 2025 | |
|---|---|---|
| By: | /s/ MATTHEW REBACK | |
| Matthew Reback | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | March 21, 2025 | |
|---|---|---|
| By: | /s/ STEVEN KOPJO | |
| Steven Kopjo | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date |
|---|---|---|
| /s/ MATTHEW REBACK | President and Chief Executive Officer | March 21, 2025 |
| Matthew Reback | (Principal Executive Officer) | |
| /s/ STEVEN KOPJO | Chief Financial Officer | March 21, 2025 |
| Steven Kopjo | (Principal Financial Officer) | |
| /s/ MARK A. LIPPARELLI | Chairman of the Board of Directors | March 21, 2025 |
| Mark A. Lipparelli | ||
| /s/ MEREDITH BRILL | Director | March 21, 2025 |
| Meredith Brill /s/ BRYAN W. WATERS | Director | March 21, 2025 |
| Bryan W. Waters | ||
| /s/ CHERYL A. KONDRA | Director | March 21, 2025 |
|---|---|---|
| Cheryl A. Kondra | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.