UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2019
____________________________________

GALAXY NEXT GENERATION, INC.
(Exact Name of Registrant as Specified in its Charter)

_____________________________________

Nevada

 

333-51918

 

61-1363026

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

   

Galaxy Next Generation, Inc.

285 Big A Road

Toccoa, GA 30577

   

(Address of principal executive offices)

 

Registrant's telephone number:  (706) 391-5030

______________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]


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Item 3.02 - Unregistered Sale of Equity Securities.

On October 14, 2019 the Registrant issued 500,000 shares of its E Series Preferred Stock (the “Shares” ) in connection with a financing.  The shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The offering was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares and the manner of the offering.  In addition, the Purchaser represented that it had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates bearing a legend that stated that the securities were restricted pursuant to Rule 144 of the Securities Act.

Item 8.01- Other Events

On November 14, 2019 the Company paid off a one million five hundred-thousand-dollar convertible note.  Management believes that payment of this note was important to avoid and/or minimize the dilution of the shareholders.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GALAXY NEXT GENERATION, INC.

 

Dated:  November 14, 2019

By:  /s/Magen McGahee

                                                                                                Magen McGahee, Secretary




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