As filed with the Securities and Exchange Commission on July 18, 2024
Registration No. 333-[_____]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GALAXY GAMING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Nevada |
| 20-8143439 | |
| (State or Other Jurisdiction of |
| (I.R.S. Employer Identification Number) | |
6480 Cameron Street, Ste. 305
Las Vegas, Nevada 89118
(702) 939-3254
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Galaxy Gaming, Inc. Amended and Restated
2014 Equity Incentive Plan
(Full Title of Plan)
Steven Kopjo
Chief Financial Officer
Galaxy Gaming, Inc.
6480 Cameron Street, Suite 305
Las Vegas, Nevada 89118
(702) 939-3254
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William M. Mower, Esq.
Maslon LLP
225 South 6th Street, Suite 2900
Minneapolis, MN 55402
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 2,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Galaxy Gaming, Inc., a Nevada corporation (the “Company”), to be issued pursuant to the Galaxy Gaming, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which shares of Common Stock are in addition to the shares of Common Stock previously registered on the Company’s registration statement on Form S-8 (File No. 333-237796), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2020 (the “Prior Form S-8”). In accordance with General Instruction E to Form S-8, the contents of the Prior Form S-8 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company incorporates by reference into this Registration Statement the following documents that the Company has previously filed with the SEC:
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits
Exhibit Number | Description |
4.1 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2009). |
4.2 |
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020). |
5.1* |
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10.1 | Galaxy Gaming, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2024). |
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23.1* | |
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23.2* | |
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24.1* | Powers of Attorney (included on signature page herein).
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107* |
* Filed herewith
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on July 18, 2024.
GALAXY GAMING, INC. | ||
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/s/ Steven Kopjo | ||
Steven Kopjo | ||
| Chief Financial Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Steven Kopjo and Matt Reback, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
/s/ Matt Reback | President and Chief Executive Officer | July 18, 2024 |
Matt Reback | (Principal Executive Officer) | |
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/s/ Steven Kopjo | Chief Financial Officer | July 18, 2024 |
Steven Kopjo | (Principal Financial Officer and Principal |
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| Accounting Officer) |
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/s/ Mark A. Lipparelli | Director | July 18, 2024 |
Mark A. Lipparelli |
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/s/ Michael Gavin Isaacs | Director | July 18, 2024 |
Michael Gavin Isaacs |
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/s/ Cheryl A. Kondra | Director | July 18, 2024 |
Cheryl A. Kondra |
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/s/ Meredith Brill | Director | July 18, 2024 |
Meredith Brill |
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/s/ Bryan W. Waters | Director | July 18, 2024 |
Bryan W. Waters |
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