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): December 15, 2022

GALAXY NEXT GENERATION, INC.

(Exact name of registrant as specified in its charter)

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.

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.

On December 15, 2022, Galaxy Next Generation, Inc. (the “Company”) issued an aggregate of 23,540,539 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), upon the optional conversion (the “Conversion”) of 8,710 shares of the Company’s Series F Convertible Preferred Stock (the “Series F Preferred”) at the conversion price of $0.37 per share pursuant to its stated terms as set forth in the Certificate of Designation of the Series F Preferred.

The shares of Common Stock were issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended as the Conversion of the Series F Preferred into Common Stock was made by existing security holders of the Company and no commission or other remuneration was paid or given directly or indirectly in connection with the Conversion

Item 9.01. Financial Statements and Exhibits.

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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