Item 1.01Entry into a Material Definitive Agreement.
On
The loans under the Fortress Credit Agreement bear interest at a rate equal to,
at the Company's option, either (a) LIBOR (or a successor rate, determined in
accordance with the Fortress Credit Agreement) plus 7.75%, subject to a
reduction to 7.50% upon the achievement of a net leverage target or (b) a base
rate determined by reference to the greatest of (i) the federal funds rate plus
0.50%, (ii) the prime rate as determined by reference to
In connection with entering into the Fortress Credit Agreement, the Company also
issued warrants to purchase a total of up to 778,320 shares of the Company's
common stock to certain affiliates of Fortress at a price per share of
The foregoing description of the Fortress Credit Agreement and the Warrants is not complete and is qualified in its entirety by reference to the Fortress Credit Agreement and form of Warrant filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report. A copy of the press release announcing the Fortress Credit Agreement is furnished as Exhibit 99.1 to this report.
Item 2.02 Results of Operations and Financial Condition.
On
The information furnished with this Item 2.02, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 with regard to the Fortress Credit Agreement is incorporated by reference into this Item 2.03.
Item 3.02Unregistered Sales of
The information set forth under Item 1.01 of this Current Report on Form 8-K with regard to the issuance of the Warrants is incorporated by reference into this Item 3.02.
Item 9.01.Financial Statements and Exhibits.
-------------------------------------------------------------------------------- d) Exhibits Exhibit Number Description of Exhibit 10.1 Term Loan Credit Agreement, datedNovember 15, 2021 , by and amongGalaxy Gaming, Inc. , aNevada corporation, the lenders from time to time party andFortress Credit Corp. , as administrative agent and collateral agent. 10.2 Form of Warrant, datedNovember 15, 2021 , issued byGalaxy Gaming, Inc. , aNevada corporation, in connection with the Fortress Term Loan Credit Agreement. 10.3 Guaranty and Security Agreement, datedNovember 15, 2021 , made byGalaxy Gaming, Inc. and its subsidiaries in favor ofFortress Credit Corp. , securing the obligations created by the Fortress Term Loan Credit Agreement; includes Form of Security Interest in Copyright Rights (Exhibit 2); Form of Security Interest in Patent Rights (Exhibit 3); and Form of Security Interest in Trademark Rights (Exhibit 4). 99.1Galaxy Gaming, Inc. Press Release Announcing Fortress Term Loan Credit Agreement, datedNovember 15, 2021 . 99.2Galaxy Gaming, Inc. Press Release Announcing Third Quarter Earnings, datedNovember 15, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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