Item 1.01Entry into a Material Definitive Agreement.

On March 16 2022, Galaxy Gaming, Inc. ("Galaxy" or the "Company"), the lenders from time to time party (the "Loan Parties") and Fortress Credit Corp., as administrative agent and collateral agent (the "Agent") entered into a Consent and Waiver to Credit Agreement (the "Consent and Waiver Agreement").

Pursuant to the Consent and Waiver Agreement, the Company has acknowledged that it is currently in default under the Credit Agreement as a result of its failure to comply with a requirement of the Credit Agreement not to permit, on the last Business Day of each calendar month, more than the Dollar Equivalent of $1,000,000 (or such greater amount determined by the Agent in its sole discretion) in the aggregate to be on deposit in Isle of Man deposit or securities accounts which are not subject to Control Agreements (as such term is defined in the Guaranty and Security Agreement) or other security arrangements acceptable to the Agent (the "Existing Default") for the months of November 2021, December 2021, January 2022 and February 2022 (the "Specified Compliance Periods"). The Company has cured the default. Pursuant to the Consent and Waiver Agreement, Borrower has requested that the Agent and Required Lenders waive, and the Agent and the Lenders signatory hereto constituting the Required Lenders agree to waive, the Existing Default for the Specified Compliance Periods indicated above.

Other than as specifically referenced in the Consent and Waiver Agreement, the Credit Agreement remains in full force and effect.

The foregoing description of the Consent and Waiver Agreement is not complete and is qualified in its entirety by reference to the Consent and Waiver Agreement filed as Exhibit 10.1 hereto.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01.Financial Statements and Exhibits.



Exhibit
 Number    Description of Exhibit

10.1         Consent and Waiver to Term Loan Credit Agreement, dated
           November 15, 2021, by among Galaxy Gaming, Inc., a Nevada
           corporation, the lenders from time to time party and Fortress
           Credit Corp., as administrative agent and collateral agent.



104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses