UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Galaxy Gaming, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
36318P105
(CUSIP Number)
DEREK WEBB
c/o Bryan M. Williams, Esq.
Sklar Williams PLLC
410 S. Rampart Blvd., Suite 350
Las Vegas, NV 89145
702-360-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 31, 20191
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 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).
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Derek Webb | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see instructions) (a) ☐ (b) ☐ | |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS (see instructions) Not applicable. Non-purchase increase in pro-rata ownership resulting from issuer redemption of non-related majority shareholders | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United Kingdom |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 1,714,286 | ||
8. | SHARED VOTING POWER -0- | |||
9. | SOLE DISPOSITIVE POWER 1,714,286 | |||
10. | SHARED DISPOSITIVE POWER -0- |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,714,286 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.922 | |
14. | TYPE OF REPORTING PERSON (see instructions) Individual |
CUSIP No. 36318P105 | 13D |
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is common stock, $0.001 par value per share (“Common Stock”) of Galaxy Gaming, Inc., a Nevada corporation (the “Company” or the “Issuer”), with its principal executive offices at 6767 Spencer Street, Las Vegas, NV 89119.
Item 2. Identity and Background.
(a)This Schedule 13D is filed by and on behalf of Derek Webb, an individual.
(b)The Reporting Person’s address is 3750 Las Vegas Blvd. South, Unit 2609 Las Vegas NV 89158.
(c)The Reporting Person’s principal occupation or employment is: philanthropic, retiree and private investments.
(d)The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e)The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has the Reporting Person been nor is he now subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f)The Reporting Person is a citizen of the United Kingdom, and a Green Card Resident of the United States.
Item 3. Source or Amount of Funds or Other Consideration.
Not applicable. Non-purchase increase in pro-rata ownership resulting from Company redemption of non-related majority shareholders. See footnote 1 above.
Item 4. Purpose of Transaction.
Not applicable. Non-purchase increase in pro-rata ownership resulting from Company redemption of non-related majority shareholders. See footnote 1 above. The Reporting Person has initiated a lawsuit to compel election of directors under NRS §78.345. See footnote 1 above.
The Reporting Person may, from time to time and for his own account, increase or decrease his beneficial ownership of Common Stock or other securities of the Company. The Reporting Person has not reached any decision with respect to any such possible actions. If the Reporting Person does increase or decrease his beneficial ownership of Common Stock or other securities of the Company, he will timely file an appropriate amendment to this Schedule 13D. Other than as described in this Schedule 13D (including footnote 1 referenced above), the Reporting Person does not have any plans or proposals which relate or would result in:
(a)The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
(b)An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries;
(c)A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
(d)Any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors of the Company; provided, however, the Reporting Person has initiated a lawsuit to compel the election of directors, and may present a slate of director candidates in proxy filings conducted in connection with same (see footnote 1 above);
(e)Any material change in the present capitalization or dividend policy of the Company;
(f)Any other material change in the Company's business or corporate structure;
(g)Changes in the Company's charter, by-laws, or instruments corresponding thereto or any actions which may impede the acquisition or control of the Company by any person;
(h)Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j)Any action similar to any of those enumerated above.
CUSIP No. 36318P105 | 13D |
Item 5. Interest in Securities of the Issuer.
(a)As of the date hereof, the Reporting Person beneficially owns 1,714,286 shares of the Company’s Common Stock.
(b)The Reporting Person has sole voting and sole dispositive power over such shares. No other person shares any voting or dispositive power of such shares.
(c)Other than the transactions described in Item 3 above, the Reporting Person has not been involved in any transactions involving the securities of the Company in the last 60 days.
(d)No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
(e)Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No other contracts, arrangements, understandings or relationships are present than as otherwise disclosed in response to Items 2, 3, 4, and 5, above.
Item 7. Material to Be Filed as Exhibits.
None.
CUSIP No. 36318P105 | 13D |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
/s/ Derek Webb Signature |
June 6, 2019 Date |