Amended Current Report Filing (8-k/a)
June 29 2022 - 04:05PM
Edgar (US Regulatory)
0001127993 true --06-30 Amendment No. 1
to Form 8-K 0001127993 2022-06-23 2022-06-23 iso4217:USD
xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K/A
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
June 23, 2022
GALAXY NEXT GENERATION, INC.
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
Nevada
|
|
000-56006
|
|
61-1363026
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
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
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
N/A
|
N/A
|
N/A
|
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. ☐
-i-
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 5.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 3.02. Galaxy
Next Generation, Inc., a Nevada corporation (the “Company”) issued
shares of the Company’s Series G Preferred Stock to Gary LeCroy and
Magen McGahee pursuant to the terms of their respective employment
agreements with the Company in reliance on the exemption from
registration provided for under Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item
5.01 Changes in Control of Registrant.
On June
23, 2022, pursuant to the terms of their respective employment
agreements with the Company, the Company issued 26 shares of Series
G Preferred Stock to Gary Lecroy and 25 shares of Series G
Preferred Stock to Magen McGahee.
Except as otherwise required by law, the Series G Preferred Stock
votes together with the holders of the Company’s common stock (the
“Common Stock”) as a single series and are entitled to such number
of votes per share of Series G Preferred as equals one percent (1%)
of the voting power of all voting securities of the Company then
entitled to vote, inclusive of the Series G Preferred Stock and
Common Stock, such that fifty-one (51) shares of Series G Preferred
Stock shall together shall be entitled to such number of votes as
equals, in the aggregate, 51% of the voting power of all voting
securities of the Company then entitled to vote, inclusive of the
Common Stock and any preferred stock.
Ms. McGahee and Mr. LeCroy have agreed to vote the fifty-one (51)
shares of Series G Preferred Stock held by them as a group.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On June 23, 2022, the Company filed a Certificate of Designation of
Series G Preferred Stock (the “Certificate of Designation”) with
the Secretary of State of the State of Nevada. The Certificate of
Designation authorized the issuance of 51 shares of Series G
Preferred Stock with a stated value of $0.0001 per share.
The shares of Series G Preferred Stock are not entitled to receive
any dividends and rank together with the Company’s Common Stock
with respect to rights on liquidation. Except as otherwise required
by law, the holders of shares of Series G Preferred vote together
with the holders of the Common Stock as a single series and are
entitled to such number of votes per share of Series G Preferred as
equals one percent (1%) of the voting power of all voting
securities of the Company then entitled to vote, inclusive of the
Series G Preferred Stock and Common Stock, such that fifty-one (51)
shares of Series G Preferred Stock shall together shall be entitled
to such number of votes as equals, in the aggregate, 51% of the
voting power of all voting securities of the Company then entitled
to vote, inclusive of the Common Stock and any preferred stock.
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 Exhibits
(d)
Exhibits.
The following exhibits are
filed with this Current Report on Form 8-K:
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
3.1
|
|
Certificate of Designation of Series G Preferred Stock
(incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on June 27, 2022 (File No.
000-56006)
|
104
|
|
Cover Page Interactive Data File (the cover page XBRL tags
are embedded within the inline XBRL document)
|
-1-
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.
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Dated: June 29, 2022
|
|
|
|
By:
|
/s/ Magen McGahee
|
|
|
Magen McGahee, Secretary
|
-2-
Galaxy Next Generation (QB) (USOTC:GAXY)
Historical Stock Chart
From Dec 2022 to Jan 2023
Galaxy Next Generation (QB) (USOTC:GAXY)
Historical Stock Chart
From Jan 2022 to Jan 2023