Securities Registration Statement (s-1/a)
October 27 2020 - 04:50PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 27, 2020
Registration No.
333-249561
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
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AMENDMENT NO.1
to
FORM S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF
1933
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![[GAXY10192020FORMS8001.JPG]](https://content.edgar-online.com/edgar_conv_img/2020/10/27/0001091818-20-000230_GAXY10192020FORMS8001.JPG)
Galaxy Next Generation,
Inc.
(Exact name of Registrant
as specified in its charter)
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Nevada
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8211
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61-1363026
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(State
or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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286 Big A Road
Toccoa, Georgia
30577
(706) 391-5030
(Address, including zip
code, and telephone number, including area code, of Registrant's
principal executive offices)
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Gary LeCroy
Chief Executive Officer
and
Chairman of the Board of
Directors
Galaxy Next Generation,
Inc.
286 Big A Road
Toccoa, Georgia
30577
(706) 391-5030
(Name, address, including
zip code, and telephone number, including area code, of agent for
service)
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Copies to:
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Leslie
Marlow, Esq.
Hank
Gracin, Esq.
Patrick J. Egan, Esq.
Gracin & Marlow, LLP
The
Chrysler Building
405
Lexington Avenue, 26th Floor
New
York, New York 10174
(212)
907-6457
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-1-
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Approximate date of
commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration
statement.
If any of the securities
being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. þ
If this Form is filed to
register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
¨
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
Indicate by check mark
whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act of 1934.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[x]
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Smaller reporting company
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[x]
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[ ]
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Emerging growth company
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[ ]
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If an emerging growth
company, indicate by check mark 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
7(a)(2)(B) of the Securities Act. []
EXPLANATORY NOTE
Galaxy Next Generation, Inc.
(the "Company") is filing this Amendment No. 1 (this "Amendment")
to its Registration Statement on Form S-1 (File No. 333-249561)
(the "Registration Statement") as an exhibits only filing to file
Exhibit 5.1. Accordingly, this Amendment consists only of the
facing page, this explanatory note, Item 16(a) of Part II of the
Registration Statement, the signature pages to the Registration
Statement and the filed exhibits. This Amendment does not modify
any provision of the prospectus that forms a part of the
Registration Statement. Accordingly, a preliminary prospectus has
been omitted.
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PART II -
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
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Exhibit No.
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Description
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3.1
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Amended and Restated
Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 to Amendment No. 1 to the Annual Report on Form 10-K/A,
File No. 000-56006, filed with the Securities and Exchange
Commission on October 16, 2020)
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3.2
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Bylaws (incorporated herein
by reference to Exhibit 3.2 to the Registrant's Form 8A-12G, File
No. 000-56006, filed with the Securities and Exchange Commission on
December 3, 2018)
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4.1
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Galaxy Next Generation, Inc.
Employees, Directors, and Consultants Stock Plan for the Year 2019
(incorporated herein by reference to Exhibit 4.4 to the
Registration Statement Form S-8, File No. 333-229532, filed with
the Securities and Exchange Commission on February 6,
2019)
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4.2
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Employees, Directors, and Consultants Stock Plan
for the Year 2020 (incorporated herein by reference to Exhibit 4.2
to the the Registration Statement on Form S-8, File No. 333-229532,
filed with the Securities and Exchange Commission on September 18,
2020)
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4.3
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Description of Securities (incorporated herein by
reference to Exhibit 4.3 to Amendment No. 1 to the Annual Report on
Form 10-K/A filed with the Securities and Exchange Commission on
October 16, 2020).
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5.1
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Opinion of Parsons Behl &
Latimer (2)
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10.1
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Agreement and Plan of Merger
between Full Circle Registry, Inc. and Galaxy Next Generation, Inc.
dated June 6, 2018 (incorporated herein by reference to Exhibit
10.01 to the Current Report on Form 8-K, File No. 000-56006, filed
with the Securities and Exchange Commission on June 7,
2018)
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10.2
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Share Purchase Agreement
dated January 24, 2019 between Galaxy Next Generation, Inc. and CIA
LLC. (incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K, File No. 000-56006, filed with the
Securities and Exchange Commission on February 13, 2019)
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10.3
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Stock Purchase Agreement
dated September 3, 2019 between Galaxy Next Generation, Inc.,
Interlock Concepts, Inc., and Ehlert Solutions Group, Inc., its
sister company (incorporated herein by reference to Exhibit 10.1 to
the Current Report on Form 8-K, File No. 000-56006, filed with the
Securities and Exchange Commission on September 5, 2019)
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10.4
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Secured Convertible Debenture
issued by Galaxy Next Generation, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K, File
No. 000-56006, filed with the Securities and Exchange Commission on
December 4, 2019)
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10.5
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Securities Purchase
Agreement, initially dated as of October 28, 2019 and amended and
restated as of November 25, 2019, between Galaxy Next Generation,
Inc. and YA II PN, LTD. (incorporated herein by reference to
Exhibit 10.2 to the Current Report on Form 8-K, File No. 000-56006,
filed with the Securities and Exchange Commission on December 4,
2019)
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10.6
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Security Agreement dated as
of October 29, 2019 between Galaxy Next Generation, Inc. and YA II
PN, LTD. (incorporated herein by reference to Exhibit 10.3 to the
Current Report on Form 8-K, File No. 000-56006, filed with the
Securities and Exchange Commission on December 4, 2019)
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10.7
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Registration Rights Agreement
initially dated as of October 28, 2019 and amended and restated as
of November 25, 2019 between Galaxy Next Generation, Inc. and YA II
PN, LTD. (incorporated herein by reference to Exhibit 10.4 to the
Current Report on Form 8-K, File No. 000-56006, filed with the
Securities and Exchange Commission on December 4, 2019)
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10.8
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Employment Agreement between
the Company and Magen McGahee dated January 1, 2017 (incorporated
herein by reference to Exhibit 10.8 to the Registration Statement
on Form S-1, File No. 333-235905, filed with the Securities and
Exchange Commission on January 13, 2020)
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10.9
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Amendment to Purchase
Agreement, dated July 9, 2020 by and between Galaxy Next
Generation, Inc. and Tysadco Partner, LLC. (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K, File
No. 000-56006, filed with the Securities and Exchange Commission on
July 10, 2020)
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10.10
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Registration Rights Agreement
dated May 31, 2020 by and between Galaxy Next Generation, Inc. and
Tysadco Partner, LLC (incorporated herein by reference to Exhibit
10.2 to the Current Report on Form 8-K, File No. 000-56006, filed
with the Securities and Exchange Commission on July 10,
2020)
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10.11
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Employment Agreement between
the Company and Gary LeCroy dated January 1, 2020 (incorporated
herein by reference to Exhibit 10.11 to the Annual Report on Form
10-K, File No. 000-56006, filed with the Securities and Exchange
Commission on September 28, 2020)
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10.12
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Employment Agreement between
the Company and Magen McGahee dated January 1, 2020 (incorporated
herein by reference to Exhibit 10.12 to the Annual Report on Form
10-K, File No. 000-56006, filed with the Securities and Exchange
Commission on September 28, 2020)
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10.13
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Amendment to Employment
Agreement between the Company and Gary LeCroy dated
September 1, 2020 (incorporated herein by reference to Exhibit
10.13 to the Annual Report on Form 10-K, File No. 000-56006, filed
with the Securities and Exchange Commission on September 28,
2020)
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10.14
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Amendment to Employment
Agreement between the Company and Magen McGahee dated
September 1, 2020 (incorporated herein by reference to Exhibit
10.14 to the Registrant's Annual Report on Form 10-K, File No.
000-56006, filed with the Securities and Exchange Commission on
September 28, 2020)
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10.15
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Form of Secured Convertible Debenture issued by
Galaxy Next Generation, Inc. (incorporated herein by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 16, 2020)
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10.16
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Securities Purchase Agreement, initially dated as
of August 18, 2020 and amended and restated as of October 1, 2020,
between Galaxy Next Generation, Inc. and YA II PN, LTD.
(incorporated herein by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on October 16, 2020)
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10.17
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Security Agreement dated as of August 18, 2020 and
amended and restated as of October 1, 2020 between Galaxy Next
Generation, Inc. and YA II PN, LTD. (incorporated herein by
reference to Exhibit 10.3 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 16,
2020)
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10.18
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Registration Rights Agreement initially dated as of
August 18, 2020 and amended and restated as of October 1, 2020
between Galaxy Next Generation, Inc. and YA II PN, LT (incorporated
herein by reference to Exhibit 10.4 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on October
16, 2020)
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21.1
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List of Subsidiaries (incorporated herein by
reference to Exhibit 21.1 to the Annual Report on Form 10-K, File
No. 000-56006, filed with the Securities and Exchange Commission on
September 28, 2020)
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23.1
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Consent of Independent
Registered Public Accounting Firm (1)
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23.2
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Consent of Parsons Behl &
Latimer (contained in Exhibit 5.1) (2)
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24.1
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Power of Attorney (Included on the signature page
of the registration statement) (1)
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101
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XBRL Interactive Data (2)
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(1) Previously filed
(2) Filed herewith
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant has duly caused this
Amendment No. 1 to Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Toccoa, Georgia, October 27, 2020.
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GALAXY NEXT GENERATION, INC.
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By:
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/s/
Gary LeCroy
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Name:
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Gary LeCroy
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Title:
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Chief Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Amendment No. 1 to
Registration Statement on Form S-1 has been signed by the following
persons on behalf of the Registrant in the capacities and on the
dates indicated..
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/s/ Gary
LeCroy
Gary LeCroy
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Chief Executive Officer and Director
(principal executive officer)
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October 27, 2020
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/s/ Magen
McGahee
Magen McGahee
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Chief Operating Officer, Chief Financial Officer
Secretary and Director
(principal financial and accounting officer)
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October 27, 2020
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Director
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October 27, 2020
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Carl R. Austin
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