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): August 18, 2020  

GALAXY NEXT GENERATION, INC.

(Exact name of registrant as specified in its charter)

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)

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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:

Securities registered pursuant to Section 12(b) of the Act: None.

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. ¨

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Pursuant to the terms of a Securities Purchase Agreement, initially dated as of August 18, 2020 and amended and restated as of October 9, 2020 (the “Securities Purchase Agreement”), between Galaxy Next Generation, Inc. (the “Company”) and YA II PN, LTD. (the “Selling Stockholder”), the Company issued and sold a Convertible Debenture (the “Initial Convertible Debenture”) to Selling Stockholder in the aggregate principal amount of $500,000.  The Initial Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to us of $465,000.  Pursuant to the Securities Purchase Agreement, the Selling Stockholder has agreed to purchase an additional $1,200,000 Convertible Debenture (the “Second Convertible Debenture”; and together with the Initial Convertible Debenture, the “Convertible Debentures”) from the Company upon the same terms as the Initial Convertible Debenture (subject to there being no event of default under the Initial Convertible Debenture or other customary closing conditions upon a registration statement registering the shares of our common stock, par value $0.0001 per share (the “Common Stock”) issuable under the Convertible Debentures (the “Conversion Shares”) being declared effective by the SEC. The net proceeds to the Company from the sale of the Second Convertible Debentures after a 7.0% original issue discount, will be $1,116,000. The Convertible Notes bear interest at a rate of 8% per annum.

The Convertible Debentures are secured by a security interest in all of the assets of the Company and each of the Company’s subsidiaries as evidenced by the Securities Purchase Agreement and subject to the security agreement executed by the Company and each of the Company’s subsidiaries, initially dated as of August 18, 2020 and amended and restated as of October 9, 2020 (the “Security Agreement”).

The holder of the Convertible Debentures, has the right, subject to certain limitations, at any time to convert all or a portion of the Convertible Debentures, up to $350,000 of the outstanding and unpaid Conversion Amount (as defined below) in any 30 day calendar period, into fully paid and nonassessable shares of Common Stock, below an initial price of $0.47 (subject to adjustment, the “Fixed Conversion Price”), provided however that the Holder will not be limited to conversions in the aggregate of $350,000 for conversions at the Fixed Conversion Price.  The number of shares of Common Stock issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) the Fixed Conversion Price or (z) the Market Conversion Price, as applicable (the “Conversion Rate”).  The “Conversion Amount” means the portion of the principal and accrued interest to be converted, redeemed or otherwise with respect to which this determination is being made. The “Market Conversion Price” means, as of any conversion date or other date of determination, 80% of the lowest VWAP (as defined in the Convertible Debentures) of the Common Stock during the 10 Trading Days immediately preceding the Conversion Date as defined in the Convertible Debentures. The Selling Stockholder, together with any affiliate, will also be limited from beneficially owning more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest (potentially limiting the Selling Stockholder’s conversion right).

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The Company at its option has the right to redeem (a “Redemption”), in part or in whole, subject to certain notice requirements, outstanding principal and interest under the Convertible Debentures prior to the Maturity Date provided that as of the date of the Selling Stockholder’s receipt of a Redemption notice the VWAP of the Company’s Common Stock is less than the Fixed Conversion Price and there is no Equity Conditions Failure (as defined in the Convertible Debentures).  The Company will pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 15% of the outstanding principal amount being redeemed plus outstanding and accrued interest (the “Redemption Premium”).  Other than as specifically permitted by the Convertible Debentures, the Company may not prepay or redeem any portion of the outstanding principal amount of the Convertible Debentures without the prior written consent of the Selling Stockholder.

The Convertible Debentures contain standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Convertible Debentures, the breach of any material representation or warranty contained therein, the bankruptcy or insolvency of the Company, failure to timely file a registration statement for the Conversion Shares in a timely manner, the suspension of trading of Common Stock, and a change of control of the Company (each, an “Event of Default”). If any Event of Default occurs, subject to any cure period, the full outstanding principal amount, together with interest (including default interest of 15% per annum) and other amounts owing in respect thereof to the date of acceleration will become, at the Selling Stockholder’s election, immediately due and payable in cash.

The Fixed Conversion Price of the Convertible Debentures is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock and certain dilutive issuances.

Pursuant to the terms of a registration rights agreement entered into between the Company and the Selling Stockholder, initially dated as of August 18, 2020 and amended and restated as of October 9, 2020 (the “Registration Rights Agreement”), which was entered into in connection with the Securities Purchase Agreement, the Company agreed to file a registration statement (the “Registration Statement”) for the resale of the shares of Common Stock into which the Convertible Debentures may be converted by October 19, 2020 and to obtain effectiveness of the Registration Statement within 75 days of the date of the agreement.

The foregoing description of the Convertible Debentures, the Securities Purchase Agreement, the Security Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the Form of Convertible Debenture, the Securities Purchase Agreement, the Security Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference in this Item 1.01.

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Item 2.03.  Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Convertible Debentures and the Conversion Shares is incorporated by reference into this Item 3.02.

The Company issued the Initial Convertible Debenture, and plans to issue the Second Convertible Debenture, to the Selling Stockholder in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration for private placements based in part on the representations made by the Selling Stockholder, including the representations with respect to the Selling Stockholder’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Selling Stockholder’s investment intent. 

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed as part of this Current Report on Form 8-K.

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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