SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)
Galaxy Gaming, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
36318P105
(CUSIP Number)
May 15, 2019
(Date of Event Which Requires Filing of Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☒ Rule13d-1(c)
☐Rule13d-1(d)
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 the 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).
CUSIP No. 36318P105
| 1 | Names of reporting persons
Topline Capital Management, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
California | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
1,414,637 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
1,414,637 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,414,637 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| 11 | Percent of class represented by amount in Row (9)
8.1% | |||||
| 12 | Type of reporting person (see instructions)
IA | |||||
2
CUSIP No. 36318P105
| 1 | Names of reporting persons
Collin McBirney | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
123,769 | ||||
| 6 | Shared voting power
1,414,637 | |||||
| 7 | Sole dispositive power
123,769 | |||||
| 8 | Shared dispositive power
1,414,637 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,538,406 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| 11 | Percent of class represented by amount in Row (9)
8.9% | |||||
| 12 | Type of reporting person (see instructions)
IN/HC | |||||
3
CUSIP No. 36318P105
| 1 | Names of reporting persons
Topline Capital Partners, LP | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
1,414,637 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
1,414,637 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,414,637 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| 11 | Percent of class represented by amount in Row (9)
8.1% | |||||
| 12 | Type of reporting person (see instructions)
PN | |||||
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Item 1
| (a) | Name of Issuer: |
Galaxy Gaming, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
6767 Spencer Street, Las Vegas, NV 89119
Item 2
| (a) | Name of Persons Filing: |
Topline Capital Management, LLC (“TCM”)
Collin McBirney
Topline Capital Partners, LP (“TCP” or the “Fund”)
| (b) | Address of Principal Business Office or, if none, Residence: |
2913 3rd Street, Unit 201, Santa Monica, CA 90405.
| (c) | Citizenship: |
Reference is made to Row 4 of pages 2 - 4 of this Schedule 13G (this “Schedule”), which are incorporated by reference herein.
| (d) | Title of Class of Securities: |
Common Stock, $0.001 par value
| (e) | CUSIP Number:36318P105 |
Item 3. If this statement is filed pursuant to Rule13d-1(b) or13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Reference is hereby made to Rows5-9 and 11 of pages 2, 3 and 4 of this Schedule, which are incorporated by reference herein.
As of May 15, 2019, the Fund beneficially owns 1,414,637 shares of the issuer’s common stock.
The securities reported on this Schedule as beneficially owned by TCM (the “Securities”) are held by and for the benefit of the Fund. Under the definition of “beneficial ownership” in Rule13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. TCM, as the investment manager and general partner of the Fund, and Collin McBirney, as the member-manager of TCM, may, therefore, be deemed to beneficially own the Securities held by the Fund for the purposes of Rule13d-3 under the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.
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Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of TCM or Mr. McBirney is, for any other purpose, the beneficial owner of any of the Securities held by the Fund, and each of TCM and Mr. McBirney expressly disclaims beneficial ownership as to the Securities held by the Fund, except to the extent of its or his pecuniary interests therein. Notwithstanding the foregoing, Mr. McBirney is the beneficial owner of the Securities he holds in his individual capacity reported on Rows 5 and 7 of Mr. McBirney’s report.
The calculation of percentage of beneficial ownership in Row 11 of pages 2, 3 and 4 of this Schedule was derived from the issuer’s Form10-Q filed with the Securities and Exchange Commission on May 15, 2019, in which the issuer stated that the number of shares of its common stock outstanding as of May 9, 2019 was 17,274,706 shares.
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:December 19, 2019
| TOPLINE CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Collin McBirney | |
| Collin McBirney | ||
| Managing Member | ||
| TOPLINE CAPITAL PARTNERS, LP | ||
| By: Topline Capital Management, LLC, its general partner | ||
| By: | /s/ Collin McBirney | |
| Collin McBirney | ||
| Managing Member | ||
| COLLIN MCBIRNEY | ||
| /s/ Collin McBirney | ||
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EXHIBIT LIST
Exhibit A Joint Filing Undertaking
