GALAXY GAMING, INC. (OTCMKTS:GLXZ) Files An 8-K Entry into a Material Definitive Agreement

Gaming Commission Approval

On September 21, 2017, Galaxy Gaming, Inc., a Nevada corporation (the “Company”) announced that the Nevada Gaming Commission (the “NGC”) approved the Company for licensure as a manufacturer and distributor of gaming products.

Voting and Dispositive Control Transfer Agreements

Following the aforementioned NGC approval on September 21, 2017, the Company’s licensure as a manufacturer and distributor of gaming products was issued by the Nevada Gaming Control Board (the “NGCB”) on September 22, 2017, which approval triggered the effectiveness of five Voting and Dispositive Control Transfer Agreements (the “VDC Agreements”), which together served to transfer voting and dispositive control of certain shares owned of record by Triangulum Partners, LLC, a New Mexico limited liability company (“Triangulum”) to named recipients (each a “Recipient” and collectively, the “Recipients”).

The Company and the Recipients (named below) entered into the VDC Agreements on August 18, 2017, but by their terms, the VDC Agreements only took effect on the date on which the NGCB issued the Company a license as a manufacturer and distributor of gaming products (September 22, 2017).

The VDC Agreements were made and entered into by and between Triangulum, a limited liability company of which the managing member is Robert Saucier, and each of the Recipients. Mr. Saucier formerly served as the Chief Executive Officer and interim Chief Financial Officer of the Company.Prior to the VDC Agreements, Triangulum owned and controlled shares equal to approximately 60.12% of the Company’s total issued and outstanding common stock.

The Recipients of the voting and dispositive control of the shares under the VDC Agreements are as follows:

* The percentages listed in the table are based on 39,365,591 total outstanding shares.

Messrs. Lipparelli, Waters, DesRosiers and Zender are members of the Company’s board of directors.The stated terms (the “Term”) of the VDC Agreements are while Mr. Saucier’s application for licensure and approvals with the NGC are pending.During the Term of the VDC Agreements, Triangulum granted an irrevocable proxy to each of the Recipients to vote the shares of the Company’s common stock covered by the VDC Agreements, and conveyed to each Recipient the right to “Transfer” the shares, defined as a “sale, transfer, tender, assignment, encumbrance, gift, pledge, hedge, swap, or other disposition, directly or indirectly” of the shares or any right or interest therein.

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Upon the expiration of the Term of the VDC Agreements, the control rights, including the proxy and right to Transfer the shares will revert and return to Triangulum, and each Recipient will have no further right or ability to exercise any control rights with respect to the shares covered by each VDC Agreement.

This summary disclosure does not purport to list all of the provisions of the VDC Agreements, and is qualified in its entirety by the actual terms of the VDC Agreements, a copy of a form of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Change of Control

to the VDC Agreements, Triangulum transferred voting and dispositive control over certain shares of the Company’s common stock to the Recipients, such that upon the effectiveness of the VDC Agreements, Triangulum no longer owned a majority of the outstanding shares of the Company’s common stock, resulting in a change in control of the Company.

During the effective Term of the VDC Agreements, there appears to be no one person or entity that owns or controls a majority of the Company’s outstanding common stock.

As noted above, upon the termination of the Term of the VDC Agreements, the voting and dispositive control rights will revert to Triangulum, which management anticipates will result in Triangulum’s regaining control over the Company.

Press Release

On September 27, 2017, the Company issued a press release announcing the decision of the NGC.A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

ExhibitDescription

99.1Form of Voting and Dispositive Control Agreement

99.2Press release dated September 27, 2017

Galaxy Gaming, Inc. ExhibitEX-99.1 2 glxz-ex991_71.htm EX-99.1 glxz-ex991_71.htm 99.1 CONFIDENTIAL     GALAXY GAMING,…To view the full exhibit click here
About GALAXY GAMING, INC. (OTCMKTS:GLXZ)
Galaxy Gaming, Inc. is engaged in the business of designing, developing, manufacturing and/or acquiring casino table games and associated technology, platforms and systems for the global gaming industry. The Company markets its products to land-based, riverboat and cruise ship gaming establishments and to Internet gaming companies. It groups its products into four product categories: Proprietary Table Games, Enhanced Table Systems, e-Tables and Ancillary Equipment. The Company has an installed base of its products on over 5,000 gaming tables located in over 600 casinos. The Company owns over 20 different table games, including 21+3, Two-way Hold’em and Three Card Poker, which are played in over 250 casinos. The Company’s Proprietary Table Games are grouped into two product types: Side Bets and Premium Games. Enhanced Table Systems are electronic enhancements used on casino table games to add to player appeal and to enhance game security.