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Transaction retires 778,320 warrants representing approximately three per cent of fully diluted shares
Galaxy Gaming, a leading developer and distributor of casino table games, bonusing systems, and technology solutions, has eliminated all outstanding warrants, removing the ‘last remaining overhang’ from its prior capital structure.
Galaxy has cancelled 778,320 common stock purchase warrants held by affiliated entities of former lender Fortress Credit Corp. The cancellation eliminates approximately three per cent of the company’s fully diluted share count.
The warrants, which carried an exercise price of $0.01 per share, were issued in connection with the Company’s prior term loan facility. That facility was repaid in full and terminated in January 2025, when Galaxy refinanced the debt through its current credit agreement with Bank of Montreal. The warrants remained outstanding following the refinancing with Bank of Montreal.
Galaxy paid approximately $1.2m in cash to cancel the warrants in their entirety, funded from cash on hand. Following the transaction, the Company has no warrants outstanding.
The cancellation eliminates 778,320 shares that would have been issuable upon exercise of the warrants. The transaction was applied against the $4.0 million share repurchase authorization adopted by the Company’s Board of Directors on July 22, 2026. Together with the Company’s privately negotiated repurchase of 330,758 shares completed on July 31, 2026, approximately $2.3 million remains available under the program.
“These warrants were the last remaining overhang from our prior capital structure, and we retired all of them in a single transaction at an attractive price,” said Matt Reback, President and Chief Executive Officer of Galaxy Gaming. “The objective of our repurchase program is to reduce share count on the best terms available, and this transaction accomplished that more efficiently than comparable open market purchases. By eliminating these warrants, we have simplified our capital structure, removed potential dilution, and increased the effectiveness of future share repurchases.
“These actions benefit every shareholder and reflect the same conviction that led our Board to authorize the program last month. Galaxy continues to generate strong free cash flow, and we remain disciplined about how we deploy it: investing first in our products and the people who build them, then in selective acquisitions that align with our overall strategy, and then in strengthening the balance sheet when transactions like this are available on attractive terms.”
