UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of

OFThe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 318, 2025

~~Galaxy~~GALAXY ~~Gaming~~GAMING, ~~Inc~~INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Nevada	000-30653	20-8143439
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Nevada

~~6480~~(State ~~Cameron~~or ~~Street~~other ~~Suite~~jurisdiction ~~305~~of ~~Las Vegas, Nevada 89118~~incorporation)

(Address of principal executive offices)


000-30653	20-8143439
(Commission File Number)	(I.R.S. Employer Identification No.)

~~(702)~~6480 ~~939-3254~~Cameron Street, Suite 305

~~(Registrant’s~~Las ~~telephone number~~Vegas, ~~including~~Nevada ~~area code)~~89118

~~N/A~~(Address of principal executive offices)

(~~Former~~702) ~~name or former address, if changed since last report~~939-3254

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~code)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))N/A

~~Securities~~(Former ~~registered~~name ~~pursuant~~or toformer ~~Section~~address, ~~12(b)~~if ofchanged ~~the~~since ~~Act:~~last ~~None~~report)

~~Title of Each Class Trading Symbol Name of Exchange on Which Registered Common Stock GLXZ OTCQB marketplace~~________________

~~Indicate~~Check ~~by check mark whether~~ the ~~registrant~~appropriate isbox anbelow ~~emerging~~if ~~growth company as defined in Rule 405 of~~ the ~~Securities~~Form ~~Act~~8-K offiling ~~1933~~is ~~(§230.405~~intended ofto ~~this~~simultaneously ~~chapter)~~satisfy orthe ~~Rule~~filing ~~12b-2~~obligation of the ~~Securities~~registrant ~~Act~~under ofany ~~1934 (§240.12b-2~~ of ~~this~~the ~~chapter).~~following provisions:

~~Emerging~~☐ ~~growth~~Written ~~company ☐~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230 425)

If☐ anSoliciting ~~emerging~~material ~~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~~Rule ~~13(a)~~14a-12 ofunder the Exchange Act (17 CFR 240. 14a-12)

~~Item~~☐ ~~4.01~~Pre-commencement ~~Changes~~communications inpursuant ~~Registrant’s~~to ~~Certifying~~Rule ~~Accountant~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On☐ ~~June~~Pre-commencement 3,communications ~~2025,~~pursuant ~~Galaxy~~to ~~Gaming,~~Rule ~~Inc.,~~ 13e-4(~~the "Company"~~c) ~~was~~under ~~notified that Moss Adams LLP ("Moss Adams"),~~ the ~~Company's~~Exchange ~~independent~~Act ~~registered public accounting firm, merged with Baker Tilly US, LLP~~ (~~"Baker~~17 ~~Tilly")~~CFR ~~effective on June 3, 2025~~240. The combined audit practices operate as Baker Tilly. In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.13e-4(c))

~~The~~Securities ~~audit~~registered ~~reports~~pursuant ofto ~~Moss~~Section ~~Adams~~12(b) ~~on the Company’s consolidated financial statements as~~ of ~~December 31, 2024 and 2023, and for~~ the ~~years~~Act: ~~then ended, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.~~ None

During the years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025, there were no (a) disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss Adams’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.


Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.001 par value per share	GLXZ	OTCQB Marketplace

~~During~~Indicate ~~the~~by ~~years~~check ~~ended~~mark ~~December~~whether ~~31,~~the ~~2024~~registrant ~~and~~is ~~2023,~~an ~~and~~emerging ~~the~~growth ~~subsequent~~company ~~interim~~as ~~period~~defined ~~through~~in ~~the~~Rule ~~date~~405 of ~~this Current Report on Form 8-K, neither~~ the ~~Company,~~Securities ~~nor~~Act ~~anyone~~of on1933 ~~its behalf, consulted with Baker Tilly regarding:~~ (i)§230.405 ~~either the application~~ of ~~accounting~~this ~~principles~~chapter) ~~to a specified transaction, either completed~~ or ~~proposed,~~Rule or12b-2 ~~the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company’s~~Securities ~~financial~~Exchange ~~statements;~~Act ~~or (ii) any matter that was either the subject~~ of a1934 ~~“disagreement,” as defined in Item 304~~(~~a)(1)(iv) of Regulation S~~§240.12b-K2 ~~and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v)~~ of ~~Regulation~~this ~~S-K~~chapter). ☐

~~The~~If ~~Company~~an ~~provided~~emerging ~~Moss~~growth ~~Adams~~company, ~~with~~indicate aby ~~copy~~check ofmark ~~this~~if ~~Current~~the ~~Report~~registrant onhas ~~Form~~elected ~~8-K~~not ~~prior~~ to ~~its~~use ~~filing with~~ the ~~Securities~~extended ~~and~~transition ~~Exchange~~period ~~Commission~~for ~~(the~~complying ~~“Commission”)~~with ~~and~~any ~~requested~~new ~~that~~or ~~Moss~~revised ~~Adams~~financial ~~furnish~~accounting ~~the~~standards ~~Company~~provided ~~with~~pursuant ~~a letter addressed~~ to ~~the~~Section ~~Commission~~13(a) ~~stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy~~ of ~~Moss Adams’ letter to~~ the ~~Commission,~~Exchange ~~dated June 5, 2025, is filed as Exhibit 16~~Act.1 ~~to this Form 8-K and is incorporated herein by reference.~~☐

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

dAs previously announced, Galaxy Gaming, Inc., a Nevada corporation (“Galaxy”), ~~Exhibits~~Evolution Malta Holding Limited, a company registered in Malta (“Evolution”), and Galaga Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Evolution, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Galaxy, with Galaxy surviving as a wholly owned subsidiary of Evolution (the “Merger”).

~~Exhibit~~As Nopreviously reported, pursuant to the terms of the Merger Agreement, if the Merger has not been consummated by July 18, 2025 (the “Initial Outside Date”), either Galaxy or Evolution may terminate the Merger Agreement; provided that such date shall be automatically extended to October 18, 2025 (the “First Extended Outside Date”) if, on the Initial Outside Date, all conditions to the Merger would have been satisfied or waived if the closing had taken place on the Initial Outside Date, other than the closing conditions related to the absence of certain legal constraints, or the receipt of certain gaming regulatory approvals (the “Gaming Approval Closing Condition”). ~~Description~~

~~16.1 Moss~~As ~~Adams’~~of ~~letter~~July 18, 2025, all conditions to the ~~Commission~~Merger would have been satisfied or waived if the closing had occurred on such date, ~~dated~~other ~~June~~than 5the Gaming Approval Closing Condition. In accordance with the foregoing terms, on July 18, 2025, the Initial Outside Date was automatically extended to October 18, 2025.

~~104 Cover~~Galaxy ~~Page~~and ~~Interactive~~Evolution ~~Data~~continue ~~File~~to ~~(embedded~~be ~~within~~actively engaged with gaming regulators to secure the ~~Inline~~approvals ~~XBRL~~required ~~document)~~to satisfy the Gaming Approval Closing Condition, and the parties expect the closing to occur in the second half of 2025, subject to satisfaction of all closing conditions.

~~SIGNATURES~~Pursuant to the terms of the Merger Agreement, if, on the First Extended Outside Date, all conditions to the Merger would have been satisfied or waived if the closing were to take place on the First Extended Outside Date, other than the closing conditions related to the absence of certain legal constraints, or the satisfaction of the Gaming Approval Closing Condition, then such date will be automatically extended to January 18, 2026.

~~Pursuant~~The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~is ofsubject ~~1934~~to, and is qualified in its entirety by, the ~~Registrant~~full ~~has~~text ~~duly~~of ~~caused~~the ~~this~~Merger ~~report~~Agreement filed as Exhibit 2.1 to bethe ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K filed by ~~the~~Galaxy ~~undersigned~~on ~~hereunto~~July ~~duly~~18, ~~authorized~~2024, which is incorporated herein by reference.

~~Dated:~~Cautionary ~~June~~Statement 6,Regarding ~~2025~~Forward-Looking Statements

~~GALAXY~~Some ~~GAMING~~of the statements contained in this communication constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, ~~INC~~beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

~~By:~~The /forward-looking statements contained in this communication reflect Galaxy’s/ ~~Steven~~current ~~Kopjo~~views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of Galaxy, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed

~~Steven~~terms ~~Kopjo~~or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and satisfaction of other closing conditions to consummate the proposed Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks that the proposed Merger disrupts Galaxy’s current plans and operations or diverts the attention of Galaxy’s management or employees from ongoing business operations; the risk of potential difficulties with Galaxy’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that Galaxy’s business may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the proposed Merger or any further announcements or the consummation of the proposed Merger on the market price of Galaxy’s common stock.

~~Chief~~While ~~Financial~~forward-looking ~~Officer~~statements reflect Galaxy’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. Galaxy disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Galaxy’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Galaxy’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, as updated by Galaxy’s subsequent periodic reports filed with the SEC.

SIGNATURE

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: July 22, 2025

GALAXY GAMING, INC.

By: /s/ Steven Kopjo

Steven Kopjo

Chief Financial Officer

Filing Compare · Galaxy Gaming, Inc.