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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): 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. ☐

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth under Item 8.01 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 5.03 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 Convertible Preferred Stock are not entitled to receive any dividends and rank together with the Company’s common stock (the “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 8.01. Other Events.

 

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.

 

(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
104   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.

 

  GALAXY NEXT GENERATION, INC.
Dated: June 27, 2022    
  By: /s/ Magen McGahee
    Magen McGahee, Secretary

 

 

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Exhibit 3.1

[nvstateform001.jpg]

 

CERTIFICATE OF DESIGNATION OF SERIES G PREFERRED STOCK OF GALAXY NEXT GENERATION, INC. PURSUANT TO SECTION 78.195 OF THE NEVADA REVISED STATUTES

 

The undersigned, Gary LeCroy, does hereby certify that:

 

1. He is the Chief Executive Officer of Galaxy Next Generation, Inc., a Nevada corporation (the “Corporation”).


2. The Corporation is authorized to issue 200,000,000 shares of preferred stock.


3. The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

 

WHEREAS, the Articles of Incorporation of the Corporation, as amended, provides for a Series of its authorized capital stock known as preferred stock, consisting of 200,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;

 

WHEREAS, the Board of Directors is authorized to provide for the issuance of the shares of preferred stock in series and to establish, from time to time, the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon; and

 

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of up to fifty one (51) shares of the preferred stock which the Corporation has the authority to issue;

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock to be designated the “Series G Preferred Stock” and does hereby fix and determine the number, rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

 

TERMS OF PREFERRED STOCK

 

1. Number of Shares. The number of shares constituting the Series G Preferred is hereby fixed at Fifty One (51) shares.

 

2. Par Value and Stated Capital. Each share of Series G Preferred Stock shall have a par value of $.0001 per share and a stated value equal to $.0001.

 

3. Dividends. The holders of outstanding Series G Preferred Stock shall not be entitled to receive any dividends.

 

4. Rank. The Series G Preferred Stock shall, with respect to rights on liquidation, rank equivalent to the common stock, par value $.0001 per share (the ‘Common Stock”), of the Corporation.

 

5. Voting. Except as otherwise required by law, the holders of shares of Series G Preferred shall vote together with the holders of the Common Stock as a single series. The holders of Series G Preferred shall be entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Series G Preferred shall be entitled to such number of votes per share as equals one percent (1%) of the voting power of all voting securities of the Corporation 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 be entitled to such number of votes as equals, in the aggregate, 51% of the voting power of all voting securities of the Corporation then entitled to vote, inclusive of the Common Stock and any preferred stock. If the Corporation affects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series G Preferred Stock shall not be subject to adjustment unless specifically authorized. So long as any shares of Series G Preferred Stock are outstanding, the Corporation shall not and shall cause its subsidiaries not to, without the affirmative vote of the Holders of the Series G Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series G Preferred Stock, (b) alter or amend this Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series G Preferred Stock, (d) increase the authorized or designated number of shares of the Series G Preferred Stock, (e) issue any additional shares of Series G Preferred Stock, or (f) enter into any agreement with respect to the foregoing.

 

6. Redemption. Shares of Series G Preferred Stock may not be redeemed by the Corporation absent the consent of the holder thereof.

 

*********************

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IN WITNESS WHEREOF, the undersigned has executed this Certificate this 22nd day of June, 2022.


GALAXY NEXT GENERATION, INC.


By:/s/ Gary LeCroy

 

Name: Gary LeCroy

 

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