Item 1.01Entry into a Material Definitive Agreement.

On November 15, 2021, Galaxy Gaming, Inc., a Nevada corporation ("Galaxy" or the "Company") issued a press release announcing that the Company had entered into a Term Loan Credit Agreement (the "Fortress Credit Agreement") with Fortress Credit Corp. as administrative agent, collateral agent and lender. Pursuant to the Fortress Credit Agreement, the Company borrowed $60 million of senior secured term loans. The proceeds of the loans will be used to (i) pay approximately $39.5 million to Triangulum as full payment of the settlement amount due under the previously filed settlement agreement between the Galaxy and Triangulum; (ii) repay approximately $11.1 million due and owing to Nevada State Bank under the CARES Act Main Street Loan Program and under the Amended and Restated Credit Agreement, dated as of May 13, 2021, made between Galaxy and Zions Bancorporation, N.A. dba Nevada State Bank, a Nevada state banking corporation, and (iii) approximately $4.1 million was used to pay fees and expenses. The remaining approximately $5.3 million was added to the Company's cash on hand and will be used for corporate and operating purposes.

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 The Wall Street Journal's "Prime Rate" and (iii) the one-month adjusted LIBOR rate plus 1.00%, plus 6.75%, subject to a reduction to 6.50% upon the achievement of a net leverage target. The loan has a final maturity of November 15, 2026. The obligations under the Fortress Credit Agreement are guaranteed by the Company's subsidiaries and are secured by substantially all of the assets of the Company and its subsidiaries. The Fortress Credit Agreement requires, among other things, amortization payments of $150,000 per quarter and includes an annual sweep of 50% of excess cash flow.

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 $0.01 (the "Warrants"). The Warrants are exercisable at any time, subject to certain restrictions.

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 November 15, 2021, the Company issued a press release regarding its financial results for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.2 to this report.

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 Equity Securities.

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.


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d) Exhibits



Exhibit
 Number    Description of Exhibit

10.1         Term Loan Credit Agreement, dated November 15, 2021, by and among
           Galaxy Gaming, Inc., a Nevada corporation, the lenders from time to
           time party and Fortress Credit Corp., as administrative agent and
           collateral agent.
10.2         Form of Warrant, dated November 15, 2021, issued by Galaxy Gaming,
           Inc., a Nevada corporation, in connection with the Fortress Term Loan
           Credit Agreement.
10.3         Guaranty and Security Agreement, dated November 15, 2021, made by
           Galaxy Gaming, Inc. and its subsidiaries in favor of Fortress 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).
99.1       Galaxy Gaming, Inc. Press Release Announcing Fortress Term Loan
           Credit Agreement, dated November 15, 2021.
99.2       Galaxy Gaming, Inc. Press Release Announcing Third Quarter Earnings,
           dated November 15, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).



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