As filed with the Securities and Exchange Commission on October 27, 2020

Registration No. 333-249561

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

————————

AMENDMENT NO.1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

————————

[GAXY10192020FORMS8001.JPG]

Galaxy Next Generation, Inc.

(Exact name of Registrant as specified in its charter)

————————

Nevada

8211

61-1363026

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification Number)

————————

286 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

————————

Gary LeCroy

Chief Executive Officer and

Chairman of the Board of Directors

Galaxy Next Generation, Inc.

286 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

————————

Copies to:


Leslie Marlow, Esq.

Hank Gracin, Esq.

Patrick J. Egan, Esq.
Gracin & Marlow, LLP

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

(212) 907-6457

-1-

 

————————

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

 

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[x]

Smaller reporting company

[x]

 

[ ]

Emerging growth company

[ ]

 

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 7(a)(2)(B) of the Securities Act. []

 

EXPLANATORY NOTE

 

Galaxy Next Generation, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment") to its Registration Statement on Form S-1 (File No. 333-249561) (the "Registration Statement") as an exhibits only filing to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. This Amendment does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.

-2-

 

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Annual Report on Form 10-K/A, File No. 000-56006, filed with the Securities and Exchange Commission on October 16, 2020)

3.2

Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant's Form 8A-12G, File No. 000-56006, filed with the Securities and Exchange Commission on December 3, 2018)

4.1

Galaxy Next Generation, Inc. Employees, Directors, and Consultants Stock Plan for the Year 2019 (incorporated herein by reference to Exhibit 4.4 to the Registration Statement Form S-8, File No. 333-229532, filed with the Securities and Exchange Commission on February 6, 2019)

4.2

Employees, Directors, and Consultants Stock Plan for the Year 2020 (incorporated herein by reference to Exhibit 4.2 to the the Registration Statement on Form S-8, File No. 333-229532, filed with the Securities and Exchange Commission on September 18, 2020)

4.3

Description of Securities (incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on October 16, 2020).

5.1

Opinion of Parsons Behl & Latimer (2)

10.1

Agreement and Plan of Merger between Full Circle Registry, Inc. and Galaxy Next Generation, Inc. dated June 6, 2018 (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on June 7, 2018)

10.2

Share Purchase Agreement dated January 24, 2019 between Galaxy Next Generation, Inc. and CIA LLC. (incorporated herein  by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on February 13, 2019)

10.3

Stock Purchase Agreement dated September 3, 2019 between Galaxy Next Generation, Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc., its sister company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 5, 2019)

10.4

Secured Convertible Debenture issued by Galaxy Next Generation, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on December 4, 2019)

10.5

Securities Purchase Agreement, initially dated as of October 28, 2019 and amended and restated as of November 25, 2019, between Galaxy Next Generation, Inc. and YA II PN, LTD. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on December 4, 2019)

10.6

Security Agreement dated as of October 29, 2019 between Galaxy Next Generation, Inc. and YA II PN, LTD. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on December 4, 2019)

10.7

Registration Rights Agreement initially dated as of October 28, 2019 and amended and restated as of November 25, 2019 between Galaxy Next Generation, Inc. and YA II PN, LTD. (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on December 4, 2019)

10.8

Employment Agreement between the Company and Magen McGahee dated January 1, 2017 (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1, File No. 333-235905, filed with the Securities and Exchange Commission on January 13, 2020)

10.9

Amendment to Purchase Agreement, dated July 9, 2020 by and between Galaxy Next Generation, Inc. and Tysadco Partner, LLC. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on July 10, 2020)

-3-

 

10.10

Registration Rights Agreement dated May 31, 2020 by and between Galaxy Next Generation, Inc. and Tysadco Partner, LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 000-56006, filed with the Securities and Exchange Commission on July 10, 2020)

10.11

Employment Agreement between the Company and Gary LeCroy dated January 1, 2020 (incorporated herein by reference to Exhibit 10.11 to the Annual Report on Form 10-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 28, 2020)

10.12

Employment Agreement between the Company and Magen McGahee dated January 1, 2020 (incorporated herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 28, 2020)

10.13

 Amendment to Employment Agreement between the Company and Gary LeCroy dated September 1, 2020 (incorporated herein by reference to Exhibit 10.13 to the Annual Report on Form 10-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 28, 2020)

10.14

Amendment to Employment Agreement between the Company and Magen McGahee dated September 1, 2020 (incorporated herein by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 28, 2020)

10.15

Form of Secured Convertible Debenture issued by Galaxy Next Generation, Inc. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020)

10.16

Securities Purchase Agreement, initially dated as of August 18, 2020 and amended and restated as of October 1, 2020, between Galaxy Next Generation, Inc. and YA II PN, LTD. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020)

10.17

Security Agreement dated as of August 18, 2020 and amended and restated as of October 1, 2020 between Galaxy Next Generation, Inc. and YA II PN, LTD. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020)

10.18

Registration Rights Agreement initially dated as of August 18, 2020 and amended and restated as of October 1, 2020 between Galaxy Next Generation, Inc. and YA II PN, LT (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020)

21.1

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Annual Report on Form 10-K, File No. 000-56006, filed with the Securities and Exchange Commission on September 28, 2020)

23.1

Consent of Independent Registered Public Accounting Firm (1)

23.2

Consent of Parsons Behl & Latimer (contained in Exhibit 5.1)  (2)

24.1

Power of Attorney (Included on the signature page of the registration statement) (1)

101

XBRL Interactive Data (2)

(1) Previously filed

(2) Filed herewith

-4-

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toccoa, Georgia, October 27, 2020.

 

 

GALAXY NEXT GENERATION, INC.

 

 

 

 

By:

/s/ Gary LeCroy

 

Name:

Gary LeCroy

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-1 has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated..

 

/s/ Gary LeCroy

Gary LeCroy

 

Chief Executive Officer and Director

(principal executive officer)

October 27, 2020

 

 

 

 

/s/ Magen McGahee

Magen McGahee

 

 

Chief Operating Officer, Chief Financial Officer

Secretary and Director

(principal financial and accounting officer)

October 27, 2020

 

 

 

 

                 

 

Director

October 27, 2020

Carl R. Austin

 

 

 

 

 

 

-5-

Galaxy Next Generation (QB) (USOTC:GAXY)
Historical Stock Chart
From Oct 2020 to Nov 2020 Click Here for more Galaxy Next Generation (QB) Charts.
Galaxy Next Generation (QB) (USOTC:GAXY)
Historical Stock Chart
From Nov 2019 to Nov 2020 Click Here for more Galaxy Next Generation (QB) Charts.