UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION
INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
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[x]
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Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
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Definitive Information Statement
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GALAXY NEXT GENERATION,
INC.
(Exact name of registrant as
specified in charter)
Nevada
(State or other jurisdiction
of incorporation)
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000-56006
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61-1363026
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(Commission File Number)
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(IRS Employer Identification
No.)
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285 Big A Road
Toccoa, GA 30577
(Address of principal
executive offices and zip code)
(706) 391-5030
(Registrant’s telephone number
including area code)
Payment of Filing Fee (Check
the appropriate box):
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Fee computed on table below
per Exchange Act Rules 14(c)-5(g) and 0-11.
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1) Title of each class of
securities to which transaction applies:
2) Aggregate number of
securities to which transaction applies:
3) Per unit price or other
underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount of which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate
value of transaction:
5) Total fee paid:
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Fee paid previously with
preliminary materials.
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Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
-i-
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF GALAXY NEXT GENERATION, INC. WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
GALAXY NEXT GENERATION,
INC.
285 Big A Road
Toccoa, GA 30577
INFORMATION
STATEMENT
July ,
2022
NOTICE OF STOCKHOLDER
ACTION BY WRITTEN CONSENT
Dear Shareholders:
This notice and the
accompanying Information Statement are being distributed to the
holders of record (the “Shareholders”) of the voting capital stock
of Galaxy Next Generation, Inc., a Nevada corporation (the
“Company”), as of the close of business on July 7, 2022 (the
“Record Date”), in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the
notice requirements of the Nevada Revised Statutes. The purpose of
this notice and the accompanying Information Statement is to notify
the Shareholders of actions approved by our Board of Directors (the
“Board”) and taken by written consent in lieu of a meeting by the
holders of a majority of the voting power of our outstanding
capital stock as of the Record Date (the “Written Consent”). The
Written Consent approved the following actions:
The increase in the number of
authorized shares of Common Stock from twenty million (20,000,000)
shares of Common Stock to two hundred million (200,000,000) shares
of Common Stock (the “Authorized Share Increase” or the “Corporate
Action”). The two hundred million (200,000,000) authorized
preferred shares of the Company shall remain the same.
The Written Consent is the
only shareholder approval required to effect the Corporate Action
under the Nevada Revised Statutes, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being
requested from our Shareholders, and our Board is not soliciting
your consent or proxy in connection with the Corporate Action. The
Corporate Action, as approved by the Written Consent, will not
become effective until 20 calendar days after the accompanying
Information Statement is first mailed or otherwise delivered to the
Shareholders.
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you.
The accompanying Information Statement is furnished only to inform
our Shareholders of the actions described above before they take
place in accordance with Section 78.390 of the Nevada Revised
Statutes and Rule 14c-2 of the Securities Exchange Act of 1934.
This Information Statement is first mailed to you on or about July
, 2022.
Please feel free to call us
at (706) 391-5030 should you have any questions on the enclosed
Information Statement.
Galaxy Next Generation,
Inc.
/s/ Gary LeCroy
Gary LeCroy
Chief Executive Officer &
Director
-1-
GALAXY NEXT GENERATION, INC.
285 Big A Road
Toccoa, GA 30577
Telephone (706) 391-5030
INFORMATION STATEMENT
REGARDING ACTION TAKEN BY WRITTEN CONSENT OF THE
MAJORITY SHAREHOLDERS IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This notice and the
accompanying Information Statement are being distributed to the
holders of record (the “Shareholders” ) of the voting capital
stock of Galaxy Next Generation, Inc., a Nevada corporation (the
“Company”), as of the close of business on July 7, 2022 (the
“Record Date”), in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the
notice requirements of the Nevada Revised Statutes. The purpose of
this notice and the accompanying Information Statement is to notify
the Shareholders of actions approved by our Board of Directors (the
“Board”) and taken by written consent in lieu of a meeting by the
holders of a majority of the voting power of our outstanding
capital stock as of July , 2022 (the “Written
Consent”). The Written Consent approved the following actions:
The increase in the number of
authorized shares of Common Stock from twenty million (20,000,000)
shares of Common Stock to two hundred million (200,000,000) shares
of Common Stock (the “Authorized Share Increase” or the “Corporate
Action”). The two hundred million (200,000,000) authorized
preferred shares of the Company shall remain the same.
The Written Consent is the
only shareholder approval required to effect the Corporate Action
under the Nevada Revised Statutes, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being
requested from our Shareholders, and our Board is not soliciting
your consent or proxy in connection with the Corporate Action. The
Corporate Action, as approved by the Written Consent, will not
become effective until 20 calendar days after the accompanying
Information Statement is first mailed or otherwise delivered to the
Shareholders.
The Board of Directors has
fixed July 7, 2022, as the record date (the “Record Date”) for
determining those of our Shareholders entitled to receive this
information statement.
Section 78.320 of the Nevada
Revised Statutes (the “NRS”) provides that the written consent of
the holders of outstanding shares of voting capital stock having
not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted can approve an
action in lieu of conducting a special stockholders’ meeting
convened for the specific purpose of such action.
In accordance with the
foregoing, this Information Statement is first being mailed on or
about July , 2022, to our Shareholders and is
being delivered to inform you of the corporate action described
herein in accordance with Section 78.390 of the NRS and Rule 14c-2
of the Securities Exchange Act of 1934. We are not aware of any
substantial interest, direct or indirect, by security holders or
otherwise, that is in opposition to matters of action taken. In
addition, pursuant to the laws of Nevada, the actions taken by
majority written consent in lieu of a special shareholder meeting
do not create appraisal or dissenters’ rights.
The entire cost of furnishing
this Information Statement will be borne by us. We will request
brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this Information Statement to the beneficial
owners of our voting securities held of record by them and we will
reimburse such persons for out-of-pocket expenses incurred in
forwarding such material.
-2-
SHAREHOLDER
APPROVAL
This Information Statement
contains a brief summary of the material aspects of the Authorized
Share Increase approved by the Board of Galaxy Next Generation,
Inc. (the “Company,” “we,” “our,” or “us”) and the holders of a
majority of the voting power of our outstanding capital stock as of
the Record Date (the “Majority Shareholders”).
INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The number of authorized
shares of our Common Stock will be increased from twenty million
(20,000,000) shares of Common Stock to two hundred million
(200,000,000) shares of Common Stock (the “Authorized Share
Increase” or “Corporate Action”). The two hundred million
(200,000,000) shares of Preferred Stock authorized shall remain
authorized.
The Amendment, which will be in the
form of Appendix A hereto, will be effective upon filing
with the Secretary of State of the State of Nevada. The Company
will file the Amendment approximately, but not less than, 20 days
after the definitive information statement is mailed to
stockholders.
PURPOSE AND EFFECT OF
INCREASING THE NUMBER OF AUTHORIZED SHARES
Our Board of Directors
believes it is in the best interest of our Company to increase the
number of authorized shares of Common Stock in order to give us
greater flexibility in considering and planning for future
corporate needs, including, but not limited to, future financing
and recapitalization efforts as well as other general corporate
transactions. We currently have 19,169,128 shares of Common
Stock outstanding and [________] shares of Common Stock reserved
for issuance upon exercise or conversion of notes, warrants,
options and preferred stock. Accordingly, we only have
[________] shares of Common Stock authorized that are unreserved.
The Board of Directors believes that additional authorized shares
of Common Stock will enable us to take timely advantage of market
conditions and favorable financing and acquisition opportunities
that become available to us. We do not have any definitive plans,
arrangements, understandings or agreements regarding the issuance
of the additional shares of Common Stock that will result from our
adoption of the proposed Authorized Share Increase.
The additional shares of
Common Stock will have the same rights as the presently authorized
shares, including the right to cast one vote per share of Common
Stock. Although the authorization of additional shares will not, in
itself, have any effect on the rights of any holder of our Common
Stock, the future issuance of additional shares of Common Stock
(other than by way of a stock split or dividend) would have the
effect of diluting the voting rights and could have the effect of
diluting earnings per share and book value per share of existing
shareholders.
Potential Anti-Takeover Effects of the
Authorized Common Stock Increase
Release No. 34-15230 of
the staff of the SEC requires disclosure and discussion of the
effects of any action, including the proposals discussed herein,
that may be used as an anti-takeover mechanism. Since the amendment
to our Articles of Incorporation, as amended, will provide that the
number of authorized shares of Common Stock will be 200,000,000, if
effected, the increase in the number of shares authorized for
issuance will result in an increase in the number of authorized but
unissued shares of our Common Stock which could, under certain
circumstances, have an anti-takeover effect, although this is not
the purpose or intent of the Board of Directors. We have not
proposed the Authorized Share Increase with the intention of using
the additional authorized shares for anti-takeover purposes. An
increase in the number of authorized shares of Common Stock could
have other effects on our stockholders, depending upon the exact
nature and circumstances of any actual issuances of authorized but
unissued shares. An increase in our authorized shares could
potentially deter takeovers, including takeovers that the Board of
Directors has determined are not in the best interest of our
stockholders, in that additional shares could be issued (within the
limits imposed by applicable law) in one or more transactions that
could make a change in control or takeover more difficult. For
example, we could issue additional shares so as to dilute the stock
ownership or voting rights of persons seeking to obtain control of
the Company without our agreement. Similarly, the issuance of
additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal. The increase in the
number of shares authorized for issuance may therefore have the
effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited
takeover attempts, the increase in the number of shares authorized
for issuance may limit the opportunity for our stockholders to
dispose of their shares at the higher price generally available in
takeover attempts or that may be available under a merger
proposal.
Although the increase in the
number of shares authorized for issuance has been prompted by
business and financial considerations and not by the threat of any
known or threatened hostile takeover attempt, stockholders should
be aware that the effect of the increase in the number of shares
authorized for issuance could facilitate future attempts by us to
oppose changes in control of our Company and perpetuate our
management, including transactions in which the stockholders might
otherwise receive a premium for their shares over then current
market prices. We cannot provide assurances that any such
transactions will be consummated on favorable terms or at all, that
they will enhance stockholder value, or that they will not
adversely affect our business or the trading price of the Common
Stock.
-3-
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth, as of that date, information known to us relating to the
beneficial ownership of these shares by:
(i) each person who is the beneficial owner of more
than 5% of the outstanding shares of voting securities;
(ii) each director;
(iii) each executive officer; and
(iv) all executive officers and directors as a
group.
We believe that all persons
named in the table have sole voting and investment power with
respect to all shares beneficially owned by them. Under securities
laws, a person is considered to be the beneficial owner of
securities he owns and that can be acquired by him within 60 days
from July , 2022, upon the exercise of options,
warrants, convertible securities or other understandings. We
determine a beneficial owner’s percentage ownership by assuming
that options, warrants or convertible securities that are held by
him, but not those held by any other person and which are
exercisable within 60 days of July , 2022, have
been exercised or converted.
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Name of Beneficial
Owner
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Number of shares of common
stock Beneficially Owned
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Percentage
of common stock
Beneficially Owned
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Number of shares of
Series G preferred stock
Beneficially Owned
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Percentage of Series G
preferred stock
Beneficially Owned
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Directors and Executive Officers
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Gary
LeCroy1
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40,442
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*
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26(4)
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51%
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Magen McGahee(2)
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29,695
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*
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25(4)
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49%
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Carl Austin(3)
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2,642
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*
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All current executive officers and directors
as a group (3 persons)
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72,779
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*
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* less than 1%
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____________________________
(1) Gary LeCroy is our Chief Executive Officer,
President and Director
(2) Magen McGahee is our Chief Operating Officer
and Director.
(3) Carl Austin is our Director.
(4) Each share of Series G Preferred is 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.
-4-
DESCRIPTION OF
SECURITIES
The following description of
our capital stock is based upon our Articles of Incorporation, as
amended, our bylaws and applicable provisions of law, in each case
as currently in effect. This discussion does not purport to be
complete and is qualified in its entirety by reference to our
Articles of Incorporation, as amended, and our bylaws.
Common
Stock
The holders of Common Stock
are entitled to one vote per share on all matters submitted to a
vote of shareholders, including the election of directors. There is
no right to cumulate votes in the election of directors. The
holders of Common Stock are entitled to any dividends that may be
declared by the board of directors out of funds legally available
for payment of dividends subject to the prior rights of holders of
preferred stock and any contractual restrictions we have against
the payment of dividends on common stock. In the event of our
liquidation or dissolution, holders of Common Stock are entitled to
share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of
preferred stock. Holders of Common Stock have no preemptive rights
and have no right to convert their Common Stock into any other
securities.
Preferred
Stock
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
shares of Series G Convertible Preferred Stock are not entitled to
receive any dividends and rank together with the Common Stock with
respect to rights on liquidation.
VOTING PROCEDURES
Pursuant to the NRS and our
Articles of Incorporation, the affirmative vote of the holders of
shares in the Company representing at least a majority of the
voting power is sufficient to amend our Articles of Incorporation,
which vote was obtained by the written consent of the Majority
Shareholders as described herein. As a result, the amendment to our
Articles of Incorporation has been approved and no further votes
will be needed.
INTEREST OF CERTAIN PERSONS
IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The Corporate Action was
approved by the Majority Shareholders and unanimously by the Board.
We are not aware of any substantial interest, direct or indirect,
by stockholders or otherwise, that is in opposition to the
Corporate Action taken. No director, executive officer, associate
of any director or executive officer or any other person has any
substantial interest, direct or indirect, by security holdings or
otherwise, in the Corporate Action which is not shared by all other
holders of the Company's Common Stock.
NO DISSENTER’S RIGHT OF
APPRAISAL
Under the NRS, stockholders
are not entitled to appraisal rights with respect to the Corporate
Action, and we will not provide our stockholders with such
rights.
-5-
WHERE YOU CAN OBTAIN
ADDITIONAL INFORMATION
The Company is subject to the
informational requirements of the Exchange Act, and in accordance
therewith files reports, proxy statements and other information
including annual and quarterly reports on Forms 10-K and 10-Q,
respectively, with the SEC. Copies of such material can be obtained
upon written request addressed to the SEC, Public Reference
Section, 100 F Street NW, Washington D.C. 20549, at prescribed
rates. The SEC maintains a website (http://www.sec.gov) that
contains the filings of issuers that file electronically with the
SEC through the EDGAR system. Copies of such filings may also be
obtained without charge by writing to the Company at Galaxy Next
Generation, Inc., 285 Big A Road, Toccoa, Georgia 30577.
STOCKHOLDERS SHARING AN
ADDRESS
Unless we have received
contrary instructions from a stockholder, we are delivering only
one Information Statement to multiple stockholders sharing an
address. We will, upon request, promptly deliver a separate copy of
this Information Statement to a stockholder who shares an address
with another stockholder. A stockholder who wishes to receive a
separate copy of the Information Statement may make such a request
in writing to the Company at Galaxy Next Generation, Inc., 285 Big
A Road, Toccoa, Georgia 30577, or by calling (706) 391-5030.
You
may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Callers in the United
States can also call (202) 551-8090 for further information on the
operations of the public reference facilities.
DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the
materials are requested, we will send only one Information
Statement and other corporate mailings to Shareholders who share a
single address unless we received contrary instructions from any
Shareholder at that address. This practice, known as
“householding,” is designed to reduce our printing and postage
costs. However, the Company will deliver promptly upon written or
oral request a separate copy of the Information Statement to a
Shareholder at a shared address to which a single copy of the
Information Statement was delivered. You may make such a written or
oral request by (a) sending a written notification stating (i) your
name, (ii) your shared address and (iii) the address to which the
Company should direct the additional copy of the Information
Statement, to the Company at Galaxy Next Generation, Inc., 285 Big
A Road, Toccoa, Georgia 30577, Attention: Secretary.
If multiple Shareholders
sharing an address have received one copy of this Information
Statement or any other corporate mailing and would prefer the
Company to mail each Shareholder a separate copy of future
mailings, you may send notification to or call the Company’s
principal executive offices. Additionally, if current Shareholders
with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company
to mail one copy of future mailings to Shareholders at the shared
address, notification of such request may also be made by mail or
telephone to the Company’s principal executive offices.
By Order of the Board of
Directors
/s/ Gary LeCroy
Gary LeCroy
Chief Executive Officer and
Director
-6-
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