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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