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): March 7, 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 3.03.
Material Modification to Rights of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information regarding the Reverse
Stock Split (as defined below) contained in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2022, Galaxy Next Generation, Inc., a Nevada
corporation (the “Company”), filed a certificate of amendment to
its certificate of incorporation with the Secretary of State of the
State of Nevada (the “Certificate of Amendment”) to effectuate a
reverse stock split (the “Reverse Stock Split”) of its issued and
outstanding shares of common stock on a 1-for-200 basis to become
effective at 12:01 a.m. (Eastern Time) on March 7, 2022 (the
“Effective Date”).
Split Adjustment;
Treatment of Fractional Shares
As of the Effective
Date, every 200 shares of issued and outstanding common stock will
be converted into one share of common stock. No fractional shares
will be issued in connection with the Stock Split. Instead, a
holder of record of old common stock on the Effective Date who
would otherwise be entitled to a fraction of a share will, in lieu
thereof, be entitled to receive an additional fraction of a share
of common stock to round up to the next whole share.
Certificated and
Non-Certificated Shares
The Company’s transfer
agent, Madison Stock Transfer, LLC (“Madison Stock Transfer”), is
also acting as the exchange agent for the Reverse Stock Split, will
send instructions to stockholders of record who hold stock
certificates regarding the exchange of their old certificates for
new certificates, should they wish to do so. Madison Stock Transfer
will issue a new stock certificate reflecting the Reverse Stock
Split to each requesting stockholder. Stockholders who hold their
shares in brokerage accounts or “street name” are not required to
take action to effect the exchange of their shares, as the effect
of the Reverse Stock Split will automatically be reflected in their
brokerage accounts.
All book-entry or other
electronic positions representing issued and outstanding shares of
the Company’s common stock will be automatically adjusted. Those
stockholders holding common stock in “street name” will receive
instructions from their brokers.
Capitalization;
Adjustment of Outstanding Securities
The Reverse Stock Split
did not alter the par value of the Company’s common stock or modify
any voting rights or other terms of the common stock.
In addition, pursuant
to their terms, a proportionate adjustment will be made to the per
share exercise price and number of shares issuable under all of the
Company’s outstanding stock options and warrants to purchase shares
of common stock, and the number of shares authorized and reserved
for issuance pursuant to the Company’s equity incentive plans will
be reduced proportionately. In addition, the conversion price
of the Series F Convertible Preferred Stock will also be
proportionately adjusted.
Trading Symbol; New
CUSIP
After the Reverse Stock
Split, the ticker symbol for the Company’s common stock will
continue to be “GAXY”, except that a “D” will be placed on the
ticker symbol for 20 business days. The new CUSIP number for the
Company’s common stock following the Reverse Stock Split is 36320A
203.
Certificate of
Amendment
The above description
of the Certificate of Amendment and the Reverse Stock Split is a
summary of the material terms thereof and is qualified in its
entirety by reference to the Certificate of Amendment, a copy of
which is attached hereto as Exhibit 3.1, as filed with the
Secretary of State of the State of Nevada on March 4, 2022.
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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 Amendment filed with the Secretary of State of
Nevada
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104
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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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: March 8, 2022
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By:
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/s/ Magen McGahee
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Magen McGahee, Secretary
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