|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/28/21 Galaxy Next Generation, Inc. S-1/A 80:7M Yes International/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amended Registration Statement to Include XBRL HTML 50K
8: R1 Document and Entity Information HTML 35K
9: R2 Consolidated Balance Sheets HTML 122K
10: R3 Consolidated Statements of Operations HTML 106K
11: R4 Consolidated Statements of Changes in HTML 129K
Stockholders' Equity (Deficit)
12: R5 Consolidated Statements of Cash Flows HTML 145K
13: R6 Summary of Significant Accounting Policies HTML 158K
14: R7 Contract Balances HTML 29K
15: R8 Property and Equipment HTML 34K
16: R9 Intangible Assets HTML 47K
17: R10 Line of Credit HTML 27K
18: R11 Notes Payable HTML 112K
19: R12 Fair Value Measurements HTML 68K
20: R13 Related Party Transactions HTML 49K
21: R14 Lease Agreements HTML 33K
22: R15 Equity HTML 29K
23: R16 Income Taxes HTML 58K
24: R17 Commitments, Contingencies, and Concentrations HTML 31K
25: R18 Material Agreements HTML 38K
26: R19 Acquisitions HTML 58K
27: R20 Stock Plan HTML 26K
28: R21 Going Concern HTML 28K
29: R22 Subsequent Events HTML 30K
30: R23 Summary of Significant Accounting Policies HTML 226K
(Policies)
31: R24 Summary of Significant Accounting Policies HTML 106K
(Tables)
32: R25 Contract Balances (Tables) HTML 26K
33: R26 Property and Equipment (Tables) HTML 33K
34: R27 Intangible Assets (Tables) HTML 57K
35: R28 Notes Payable (Tables) HTML 111K
36: R29 Fair Value Measurements (Tables) HTML 69K
37: R30 Related Party Transactions (Tables) HTML 46K
38: R31 Lease Agreements (Tables) HTML 33K
39: R32 Income Taxes (Tables) HTML 54K
40: R33 Acquisitions (Tables) HTML 56K
41: R34 Summary of Significant Accounting Policies HTML 118K
(Narrative) (Details)
42: R35 Summary of Significant Accounting Policies HTML 50K
(Schedule of Capital Structure) (Details)
43: R36 Summary of Significant Accounting Policies HTML 38K
(Schedule of Useful lives of Property and
Equipment) (Details)
44: R37 Summary of Significant Accounting Policies HTML 52K
(Schedule of Finite Lived Assets) (Details)
45: R38 Contract Balances (Narrative) (Details) HTML 24K
46: R39 Contract Balances (Schedule of Contract Assets and HTML 28K
Contract Liabilities) (Details)
47: R40 Property and Equipment (Schedule of Property and HTML 38K
Equipment) (Details)
48: R41 Intangible Assets (Schedule of Finite Lived HTML 52K
Assets) (Details)
49: R42 Intangible Assets (Schedule of Amortization HTML 37K
Expense) (Details)
50: R43 Line of Credit (Details) HTML 42K
51: R44 Notes Payable (Narrative) (Details) HTML 401K
52: R45 Notes Payable (Schedule of long-term Notes HTML 44K
Payable) (Details)
53: R46 Notes Payable (Schedule of Future minimum HTML 42K
principal payments on the non-related party long
term notes payable) (Details)
54: R47 Notes Payable (Schedule of Convertible Notes HTML 73K
Payable) (Details)
55: R48 Fair Value Measurements (Schedule of Fair Values HTML 73K
Determined by Level 3 Inputs) (Details)
56: R49 Fair Value Measurements (Schedule of Derivative HTML 34K
Liability Valued Using Monte Carlo Pricing Model)
(Details)
57: R50 Fair Value Measurements (Schedule of HTML 36K
Reconciliation of Changes in Fair Value of
Convertible Debt) (Details)
58: R51 Related Party Transactions (Narrative) (Details) HTML 68K
59: R52 Related Party Transactions (Schedule of Notes HTML 45K
Payable Obligations to Related Parties Assumed in
Acquisition) (Details)
60: R53 Related Party Transactions (Schedule of Future HTML 34K
Maturities of Notes Payable) (Details)
61: R54 Lease Agreements (Narrative) (Details) HTML 47K
62: R55 Lease Agreements (Schedule of Operating Lease HTML 39K
Right-of-Use Assets and Operating Lease
Liabilities) (Details)
63: R56 Lease Agreements (Schedule of Operating Leases) HTML 28K
(Details)
64: R57 Lease Agreements (Schedule of Operating Leases 1) HTML 32K
(Details)
65: R58 Equity (Details) HTML 72K
66: R59 Income Taxes (Narrative) (Details) HTML 28K
67: R60 Income Taxes (Schedule of Effective Tax Rate HTML 33K
Differed from Federal Statutory Income Tax Rate)
(Details)
68: R61 Income Taxes (Schedule of Deferred Tax Assets and HTML 35K
Liabilities) (Details)
69: R62 Income Taxes (Schedule of Significant Components HTML 40K
of Deferred Tax Assets) (Details)
70: R63 Commitments, Contingencies, and Concentrations HTML 60K
(Details)
71: R64 Material Agreements (Details) HTML 141K
72: R65 Acquisition (Narrative) (Details) HTML 56K
73: R66 Acquisition (Schedule of preliminary allocation of HTML 93K
fair value of assets and liabilities) (Details)
74: R67 Acquisition (Schedule of identifiable assets and HTML 57K
liabilities) (Details)
75: R68 Stock Plan (Details) HTML 29K
76: R69 Going Concern (Details) HTML 30K
77: R70 Subsequent Events (Details) HTML 126K
79: XML IDEA XML File -- Filing Summary XML 157K
78: EXCEL IDEA Workbook of Financial Reports XLSX 142K
2: EX-101.INS XBRL Instance -- gaxy-20200930 XML 2.72M
4: EX-101.CAL XBRL Calculations -- gaxy-20200930_cal XML 252K
5: EX-101.DEF XBRL Definitions -- gaxy-20200930_def XML 883K
6: EX-101.LAB XBRL Labels -- gaxy-20200930_lab XML 1.51M
7: EX-101.PRE XBRL Presentations -- gaxy-20200930_pre XML 1.12M
3: EX-101.SCH XBRL Schema -- gaxy-20200930 XSD 250K
80: ZIP XBRL Zipped Folder -- 0001091818-21-000008-xbrl Zip 229K
As filed with the Securities and Exchange Commission on January 28, 2021
Registration No. 333-252183
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
————————
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
————————
![[gaxys1001.jpg]](/DB/SEC/2021-000/1091/818-0000/08-008.jpg "Photo -- [gaxys1001.jpg]")
Galaxy Next Generation, Inc.
(Exact name of Registrant as specified in its charter)
————————
Nevada | 8211 | 61-1363026 |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
incorporation or organization) | Classification Code Number) | Identification Number) |
————————
285 N Big A Road
(706) 391-5030
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Chief Executive Officer and
Chairman of the Board of Directors
Galaxy Next Generation, Inc.
285 N Big A Road
(706) 391-5030
(Name, address, including zip code, and telephone number, including area code, of agent for service)
————————
Copies to:
Leslie Marlow, Esq. Hank Gracin, Esq. Patrick J. Egan, Esq. The Chrysler Building 405 Lexington Avenue, 26th Floor (212) 907-6457 |
————————
-1-
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. [X]
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.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [X] | Smaller reporting company | [X] |
| Emerging growth company | [ ] |
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- 333-252183 ) (the "Registration Statement") as an exhibits only filing to file Exhibit 101 - XBRL. 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.
-2-
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. | Description | |||||
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 ) | ||||||
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) | ||||||
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) | ||||||
Employees, Directors, and Consultants Stock Plan for the Year 2020 (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-8, File No. 333-229532, filed with the Securities and Exchange Commission on September 18, 2020) | ||||||
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). | ||||||
Opinion of Parsons Behl & Latimer | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
-3-
|
| |||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
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) | ||||||
Amended and Restated Purchase Agreement dated December 29, 2020, by and between Galaxy Next Generation, Inc. and Tysadco Partners LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021). | ||||||
Registration Rights Agreement, dated December 29, 2020, by and between Galaxy Next Generation, Inc. and Tysadco Partners LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021). | ||||||
Securities Purchase Agreement, dated December 29, 2020, by and between Galaxy Next Generation, Inc. and Tysadco Partners LLC (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021). | ||||||
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) | ||||||
Consent of Independent Registered Public Accounting Firm | ||||||
Consent of Parsons Behl & Latimer (contained in Exhibit 5.1) | ||||||
24.1 | Power of Attorney (Included on the signature page of the S-1 registration statement dated January 15, 2021) | |||||
101 | XBRL Interactive Data (1) | |||||
(1) Filed herewith
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No.1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toccoa, Georgia, January 28, 2021.
| GALAXY NEXT GENERATION, INC. | |
|
|
|
| By: |
/s/Gary LeCroy |
| Name: | |
| Title: | Chief Executive Officer |
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.
/s/ Gary LeCroy |
| Chief Executive Officer and Director (principal executive officer) | |
|
|
|
|
|
/s/ Magen McGahee |
| Chief Operating Officer, Chief Financial Officer, Secretary and Director (principal financial and accounting officer) | |
|
|
|
|
/s/ Carl R. Austin |
| Director | |
|
|
|
-5-
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/28/21 | CORRESP | ||
| 1/15/21 | S-1 | |||
| 1/5/21 | 8-K | |||
| 12/29/20 | 8-K | |||
| 10/16/20 | 10-K/A, 8-K | |||
| 10/1/20 | ||||
| 9/28/20 | 10-K | |||
| 9/18/20 | S-8 | |||
| 9/1/20 | ||||
| 8/18/20 | ||||
| 7/10/20 | 8-K | |||
| 7/9/20 | ||||
| 5/31/20 | 8-K | |||
| 1/13/20 | S-1 | |||
| 1/1/20 | ||||
| 12/4/19 | 8-K | |||
| 11/25/19 | 8-K | |||
| 10/29/19 | ||||
| 10/28/19 | ||||
| 9/5/19 | 8-K | |||
| 9/3/19 | ||||
| 2/13/19 | 8-K | |||
| 2/6/19 | S-8 | |||
| 1/24/19 | 8-K | |||
| 12/3/18 | 8-A12G | |||
| 6/7/18 | 8-K | |||
| 6/6/18 | 8-K | |||
| 1/1/17 | ||||
| List all Filings | ||||