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): February 10, 2022
GALAXY NEXT GENERATION,
INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-56006
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61-1363026
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Galaxy Next Generation,
Inc.
285 Big A Road
Toccoa, Georgia 30577
(Address of principal executive
offices and zip code)
(706) 391-5030
(Registrant’s telephone number
including area code)
N/A
(Former Name and Former
Address)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
None.
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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. ☐
Item
5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On
February 10, 2022, Galaxy Next Generation, Inc., a Nevada
corporation (the “Company”) filed a Certificate of Designation of
Series F Convertible Preferred Stock (the “Certificate of
Designation”) with the Secretary of State of the State of Nevada.
The Certificate of Designation authorized the issuance of 15,000
shares of Series F Convertible Preferred Stock with a stated value
of $1,000 per share.
The
shares of Series F Convertible Preferred Stock are initially
convertible at any time, in whole or in part, at the option of the
holders, at an initial conversion price of $0.37 per share into
shares of the Company’s common stock, have no voting rights (except
as required by law) and are entitled to dividends on an
as-converted basis in the event dividends are declared on shares of
the Company’s common stock. The Certificate of Designation further
provides for a mandatory conversion of the shares of Series F
Convertible Preferred Stock upon the listing of the Company’s
company stock on the New York Stock Exchange, the NYSE American,
the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq
Global Select Market.
The
foregoing description of the Certificate of Designation does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Designation which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
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Exhibit
Number
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Description
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3.1
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Certificate
of Designation of Series F Convertible Preferred Stock
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SIGNATURES
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 undersigned hereunto duly authorized.
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GALAXY
NEXT GENERATION, INC.
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Dated:
February 14, 2022
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By:
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/s/
Magen McGahee
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Magen
McGahee, Secretary
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