UNITED STATES
SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
FORM8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934
Report date (date of first reported event): June 23, 2022
GALAXY NEXT GENERATION, INC.
(Exact name of the declarant as specified in its charter)
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Nevada |
000-56006 |
61-1363026 |
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(State or other jurisdiction of incorporation) |
(Commission File number) |
(IRS Employer ID number.) |
Galaxy Next Generation, Inc.
285 main road A
Toccoa, Georgia30577
(Address of main executive offices and postal code)
(706)391-5030
(Telephone number of holder, including area code)
N / A
(old name and old address)
Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:
☐Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)
☐Solicit material pursuant to Rule 14a-12(b) of the Exchange Act (17 CFR 240.14a-12)
☐Pre-opening communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
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Title of each class |
Trading Symbol(s) |
Name of each exchange listed on |
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N / A |
N / A |
N / A |
Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter). Growing emerging company ☐
If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐
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Section 3.02. Unrecorded sales of equity securities.
The information set forth in Section 5.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02. Galaxy Next Generation, Inc., a Nevada corporation (the “Company”) issued Series G preferred stock of the Company to Gary LeCroy and Magen McGahee pursuant to the terms of their respective employment agreements with the Company based on exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Section 5.01 Changes in Control of Holder.
On June 23, 2022, pursuant to the terms of their respective employment agreements with the Company, the Company issued 26 Series G Preferred Shares to Gary Lecroy and 25 Series G Preferred Shares to Magen McGahee.
Except as otherwise provided by law, the Series G Preferred Shares vote with the holders of common stock of the Company (the “Common Shares”) in a single series and are entitled to a number of votes per Series G Preferred Share equal one percent (1%) of the voting rights of all voting securities of the Company then entitled to vote, including the Series G Preferred Shares and the Common Shares, so that fifty-one (51) Series G Preferred Shares shall together be entitled to a number of votes equal, in the aggregate, to 51% of the voting rights of all voting securities of the Company then entitled to vote, including Common Shares and Preferred Shares. .
Ms. McGahee and Mr. LeCroy have agreed to vote the fifty-one (51) Series G Preferred Shares held by them as a group.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.
On June 23, 2022, the Company filed a Series G Preferred Share Designation Certificate (the “Designation Certificate”) with the Secretary of State of the State of Nevada. The designation certificate authorized the issuance of 51 Series G Preferred Shares with a stated value of $0.0001 per share.
The Series G Preferred Shares do not have the right to receive dividends and rank with the common shares of the Company with respect to rights in the event of liquidation. Except as otherwise provided by law, holders of Series G Preferred Shares vote with holders of common shares in a single series and are entitled to a number of votes per Series G Preferred Share equal to one percent (1% ) the voting rights of all of the voting securities of the Company then entitled to vote, including the Series G Preferred Shares and the Common Shares, so that fifty-one (51) Series G Preferred Shares will together have entitled to such number of votes equal, in the aggregate, to 51% of the voting rights of all the voting securities of the Company then entitled to vote, including common shares and preferred shares.
The foregoing description of the designation certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the designation certificate which is filed as Exhibit 3.1 to this current report on Form 8-K and incorporated herein by reference.
Article 9.01 Supporting documents
(d) Exhibits.
The following exhibits are filed with this current report on Form 8-K:
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part number |
The description |
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3.1 |
Series G Preferred Share Designation Certificate (incorporated by reference in Form 8-K filed with the Securities and Exchange Commission on June 27, 2022 (File No. 000-56006) |
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104 |
Cover page interactive data file (cover page XBRL tags are embedded in the XBRL document online) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
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GALAXY NEXT GENERATION, INC. |
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Dated: June 29, 2022 |
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By: |
/s/ Magen McGahee |
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Magen McGahee, Secretary |
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