8-K: Galaxy Gaming Transitions to Baker Tilly as Independent Auditor Following Moss Adams Merger

Galaxy Gaming, Inc. has announced a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025, following the merger of Moss Adams with Baker Tilly.

Summary

• Galaxy Gaming, Inc. (the "Company") was notified on June 3, 2025, that its independent registered public accounting firm, Moss Adams LLP, merged with Baker Tilly US, LLP.
• Effective June 3, 2025, the combined audit practices of Moss Adams and Baker Tilly now operate under the name Baker Tilly.
• Moss Adams LLP has resigned as the Company's auditors due to this merger.
• The Audit Committee of Galaxy Gaming's Board of Directors approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm.
• Audit reports issued by Moss Adams for the fiscal years ended December 31, 2024, and 2023, did not contain any adverse opinions, disclaimers, or qualifications.
• There were no disagreements on accounting principles, financial statement disclosure, or auditing scope or procedure with Moss Adams during the years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025.
• Neither the Company nor anyone on its behalf consulted with Baker Tilly regarding accounting principles or audit opinions, or any disagreements or reportable events, prior to their appointment.
• Moss Adams provided a letter to the SEC, dated June 5, 2025, confirming their agreement with the statements made by Galaxy Gaming in the Form 8-K.

Sentiment

Score: 7

Explanation: The sentiment is positive because the auditor change is due to an external merger, not internal issues. The transition appears smooth, with no reported disagreements or adverse audit opinions, and the new firm is a reputable successor. This indicates good corporate governance and financial transparency.

Positives

• The transition of the independent registered public accounting firm was a direct result of a merger between Moss Adams LLP and Baker Tilly US, LLP, indicating a structural change rather than performance-related issues.
• Moss Adams LLP's audit reports for the fiscal years ended December 31, 2024, and 2023, did not contain any adverse opinions, disclaimers of opinion, or qualifications regarding uncertainty, audit scope, or accounting principles.
• There were no disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the specified periods.
• No reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• The Company did not consult with Baker Tilly regarding accounting principles or audit opinions, or any disagreements or reportable events, prior to their appointment, suggesting a clean transition.
• Moss Adams confirmed their agreement with the Company's statements in the Form 8-K through a letter to the SEC.

Risks

• While the transition appears smooth, any change in a company's independent auditor carries an inherent, albeit low, risk of disruption to audit processes or institutional knowledge transfer.

Future Outlook

NA

Management Comments

• "Galaxy Gaming, Inc. was notified that Moss Adams LLP, the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. The combined audit practices operate as Baker Tilly."
• "In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and the Audit Committee of the Companys Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Companys independent registered public accounting firm."

Industry Context

The merger of accounting firms is a common occurrence in the professional services industry, driven by factors such as market consolidation, expansion of service offerings, and increased regulatory demands. Such mergers often lead to clients of the acquired firm transitioning to the acquiring firm, as seen with Moss Adams and Baker Tilly. For publicly traded companies like Galaxy Gaming, maintaining a reputable and independent auditing firm is crucial for financial transparency and investor confidence, and a smooth transition following a merger is generally viewed positively.

Comparison to Industry Standards

• The process followed by Galaxy Gaming, including the notification of the auditor change, the approval by the Audit Committee, and the confirmation from the outgoing auditor (Moss Adams) that there were no disagreements or reportable events, aligns with standard corporate governance practices and SEC requirements (specifically Item 4.01 of Form 8-K and Regulation S-K).
• The lack of adverse opinions or qualifications in prior audit reports from Moss Adams is consistent with expectations for a well-managed public company's financial statements.
• The transition to Baker Tilly, a large and reputable accounting firm, maintains the company's adherence to industry best practices for independent auditing.

Corporate Governance

Stakeholder Impact

• Shareholders: The smooth transition to a new, reputable auditing firm following a merger provides assurance regarding the continuity of independent financial oversight and transparency, which can maintain investor confidence.
• Management: The change requires coordination to ensure a seamless handover of audit responsibilities and documentation, but the lack of disagreements suggests a manageable process.
• Employees: No direct impact on employees is indicated by this administrative change.

Next Steps

• Galaxy Gaming will continue to be audited by Baker Tilly US, LLP for future financial periods.

Key Dates

Keywords

Galaxy Gaming, GLXZ, SEC filing, Form 8-K, auditor change, independent registered public accounting firm, Moss Adams, Baker Tilly, corporate governance, financial reporting, audit committee, accounting merger