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Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 9, 2020, Galaxy Next Generation, Inc., a Nevada corporation (the "Company") and Tysadco Partners LLC, a Delaware limited company (the "Investor"), entered into an Amendment (the "RPA") to the Purchase Agreement entered into on May 31, 2020 between the Company and the Investor (the "Purchase Agreement"), which amends and restates the Purchase Agreement. Also, on May 31, 2020, the Company executed a Registration Rights Agreement (the "Registration Rights Agreement"), with the Investor.
Pursuant to the RPA, the Investor committed to purchase, subject to certain restrictions and conditions, up to $2,000,000 (the "Commitment") worth of the Company's common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the RPA. The Company has issued 2,500,000 shares of its common stock (the "Commitment Shares") to the Investor as a commitment fee.
The RPA provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company (the "Purchase Date"), the Company shall have the right, but not the obligation, to direct the Investor to buy the lesser of 100,000 shares of its common stock per sale or 200% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 80% of the lowest average daily traded price during the ten trading days commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $25,000. The payment for the shares covered by each request notice will occur on the business day the Investor receives the trade settlement for the purchased shares.
In addition, the Investor will not be obligated to purchase shares if the Investor's total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company's common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.
The RPA also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the RPA and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the RPA. RPA further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the RPA or Registration Rights Agreement.
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The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the RPA. In addition, the RPA automatically terminates upon certain bankruptcy events, if the commencement of Investor's purchase of shares thereunder shall not have occurred on or before October 31, 2020, or if the Company sells the entire $2.0 million of shares of common stock subject to the RPA.
Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC within sixty (60) days after the date of agreement to register the resale by the Investor of the shares of common stock issued or issuable under the RPA.
The foregoing descriptions of the RPA and the Registration Rights Agreement are qualified in their entirety by reference to the RPA and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference in this Item 1.01.