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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/20 Galaxy Next Generation, Inc. 10-K 6/30/20 81:12M Yes International/FA |
Document/Exhibit Description Pages Size
1: 10-K Year End Report - June 30, 2020 HTML 518K
2: EX-3.3 Series D Preferred Stock HTML 27K
3: EX-3.4 Series E Preferred Stock HTML 27K
4: EX-10.11 Material Contract HTML 21K
5: EX-10.12 Material Contract HTML 21K
6: EX-10.13 Material Contract HTML 23K
7: EX-10.14 Material Contract HTML 23K
8: EX-23.1 Auditor Consent HTML 20K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
68: R1 Document and Entity Information HTML 60K
57: R2 Consolidated Balance Sheets HTML 105K
46: R3 Consolidated Statements of Operations HTML 84K
35: R4 Consolidated Statements of Changes in HTML 107K
Stockholders' Equity (Deficit)
24: R5 Consolidated Statements of Cash Flows HTML 131K
22: R6 Summary of Significant Accounting Policies HTML 85K
21: R7 Property and Equipment HTML 28K
20: R8 Line of Credit HTML 25K
19: R9 Notes Payable HTML 77K
78: R10 Fair Value Measurements HTML 47K
77: R11 Related Party Transactions HTML 35K
76: R12 Lease Agreements HTML 29K
75: R13 Equity HTML 26K
74: R14 Income Taxes HTML 39K
73: R15 Commitments, Contingencies, and Concentrations HTML 27K
72: R16 Material Agreements HTML 34K
71: R17 Acquisitions HTML 48K
70: R18 Stock Plan HTML 25K
69: R19 Going Concern HTML 26K
67: R20 Subsequent Events HTML 28K
66: R21 Summary of Significant Accounting Policies HTML 150K
(Policies)
65: R22 Summary of Significant Accounting Policies HTML 50K
(Tables)
64: R23 Property and Equipment (Tables) HTML 28K
63: R24 Notes Payable (Tables) HTML 80K
62: R25 Fair Value Measurements (Tables) HTML 49K
61: R26 Related Party Transactions (Tables) HTML 34K
60: R27 Lease Agreements (Tables) HTML 30K
59: R28 Income Taxes (Tables) HTML 40K
58: R29 Acquisitions (Tables) HTML 46K
56: R30 Summary of Significant Accounting Policies HTML 110K
(Narrative) (Details)
55: R31 Summary of Significant Accounting Policies HTML 49K
(Schedule of Capital Structure) (Details)
54: R32 Summary of Significant Accounting Policies HTML 37K
(Schedule of Useful lives of Property and
Equipment) (Details)
53: R33 Summary of Significant Accounting Policies HTML 50K
(Schedule of Finite Lived Assets) (Details)
52: R34 Property and Equipment (Schedule of Property and HTML 37K
Equipment) (Details)
51: R35 Line of Credit (Details) HTML 40K
50: R36 Notes Payable (Narrative) (Details) HTML 307K
49: R37 Notes Payable (Schedule of long-term Notes HTML 43K
Payable) (Details)
48: R38 Notes Payable (Schedule of Future minimum HTML 41K
principal payments on the non-related party long
term notes payable) (Details)
47: R39 Notes Payable (Schedule of Convertible Notes HTML 68K
Payable) (Details)
45: R40 Fair Value Measurements (Schedule of Fair Values HTML 70K
Determined by Level 3 Inputs) (Details)
44: R41 Fair Value Measurements (Schedule of Derivative HTML 34K
Liability Valued Using Monte Carlo Pricing Model)
(Details)
43: R42 Fair Value Measurements (Schedule of HTML 35K
Reconciliation of Changes in Fair Value of
Convertible Debt) (Details)
42: R43 Related Party Transactions (Narrative) (Details) HTML 61K
41: R44 Related Party Transactions (Schedule of Notes HTML 44K
Payable Obligations to Related Parties Assumed in
Acquisition) (Details)
40: R45 Lease Agreements (Narrative) (Details) HTML 44K
39: R46 Lease Agreements (Schedule of Operating Lease HTML 35K
Right-of-Use Assets and Operating Lease
Liabilities) (Details)
38: R47 Lease Agreements (Schedule of Operating Leases) HTML 28K
(Details)
37: R48 Equity (Details) HTML 55K
36: R49 Income Taxes (Narrative) (Details) HTML 28K
34: R50 Income Taxes (Schedule of Effective Tax Rate HTML 33K
Differed from Federal Statutory Income Tax Rate)
(Details)
33: R51 Income Taxes (Schedule of Deferred Tax Assets and HTML 34K
Liabilities) (Details)
32: R52 Income Taxes (Schedule of Significant Components HTML 40K
of Deferred Tax Assets) (Details)
31: R53 Commitments, Contingencies, and Concentrations HTML 49K
(Details)
30: R54 Material Agreements (Details) HTML 94K
29: R55 Acquisition (Narrative) (Details) HTML 54K
28: R56 Acquisition (Schedule of preliminary allocation of HTML 91K
fair value of assets and liabilities) (Details)
27: R57 Acquisition (Schedule of identifiable assets and HTML 57K
liabilities) (Details)
26: R58 Stock Plan (Details) HTML 26K
25: R59 Going Concern (Details) HTML 29K
23: R60 Subsequent Events (Details) HTML 91K
80: XML IDEA XML File -- Filing Summary XML 138K
79: EXCEL IDEA Workbook of Financial Reports XLSX 111K
13: EX-101.INS XBRL Instance -- gaxy-20200630 XML 1.62M
15: EX-101.CAL XBRL Calculations -- gaxy-20200630_cal XML 227K
16: EX-101.DEF XBRL Definitions -- gaxy-20200630_def XML 800K
17: EX-101.LAB XBRL Labels -- gaxy-20200630_lab XML 1.36M
18: EX-101.PRE XBRL Presentations -- gaxy-20200630_pre XML 1.00M
14: EX-101.SCH XBRL Schema -- gaxy-20200630 XSD 219K
81: ZIP XBRL Zipped Folder -- 0001091818-20-000204-xbrl Zip 171K
Exhibit 3.3
D. Series D Preferred Stock
1. Designations and Amount. One Million (1,000,000) shares of the Preferred Stock of the Corporation, $0.001 par value per share, shall constitute a class of Preferred Stock designated as “Series D Preferred Stock” (the “Series D Preferred Stock”) with a face value of $0.001 per share (the “Face Amount”).
The Series D Preferred Shares shall have the following rights, preferences, powers, privileges, restrictions, qualifications and limitations:
Section 1. Designation, Amount and Par Value.
This series of preferred stock shall be designated as this Corporation’s Series D Preferred Stock (the “Series D Stock”) and the number of shares so designated shall be up to 1,000,000. Each share of Series D Preferred Stock shall have a par value of $.001 per share and a stated value equal to $.001.
Section 2. Dividends.
The Holders of outstanding Series D Preferred Stock shall be entitled to receive dividends equal to the dividends received by the common stock on a per share basis.
Section 3. Voting Rights.
The Series D stock shall be non-voting.
Section 4. Rank.
The Series D Stock shall, with respect to the rights on liquidation equal to the amounts to be paid to the common stock on a per share basis.
Section 5. Redemption.
Shares of Series D Preferred Stock may not be redeemed by the Corporation absent the consent of the holder thereof.
Section 6. Conversion.
(a) The Series D stock may be converted into 20% of all the outstanding shares of common stock at the time of conversion. The Series D Stock shall be convertible, without any payment of additional consideration by the holder thereof and at the option of the holder thereof, upon approval of the Board of Directors of the Corporation, which approval shall not be unreasonably withheld, at any time after the Series D Issue Date until 18 months after the issue of such shares and at that time conversion is mandatory. No approval of the Board of Directors for conversion is necessary in the event of the merger of the Corporation into another corporation, the sale by the Corporation of substantially all the assets of the Corporation or upon a liquidation of winding up of the Corporation.
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(b) The number of conversion shares shall be subject to adjustment in accordance with the following:
i. If the Corporation shall be a party to any transaction including without limitation, a merger, consolidation, sale of all or substantially all of the Corporation’s assets or a reorganization, reclassification or recapitalization of the capital stock, (such actions being referred to as a “Transaction), in each case, as a result of which shares of Common Stock are converted into the right to receive stock securities or other property (including cash or any combination thereof), all the shares of Series D Stock shall thereafter be convertible into the number of shares of stock or securities or property to which a holder of 20% of the stock or securities received or to be received by all the common stock holders which would have been deliverable upon conversion of such Series D Stock; and, in any such case, appropriate adjustment (as determined by the Board) shall be made in the application of the provisions set forth in this Subsection, with respect to the rights and interest thereafter of the holders of the Series D Preferred Stock, to the end that the provisions set forth in this Subsection shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series D Stock. The Corporation shall not effect any Transaction (other than a consolidation or merger in which the Corporation is the continuing corporation) unless prior to or simultaneously with the consummation thereof the Corporation, or the successor corporation or purchaser, as the case may be, shall provide in its charter document that each share of Series D Stock shall be converted into such shares of stock, securities or property as, in accordance with the foregoing provisions, each such holder is entitled to receive. The provisions of this paragraph shall similarly apply to successive Transactions.
(c) The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of Section (b) above and in taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series D Stock against impairment.
(d) In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Corporation shall mail to each holder of Series D Stock a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution at least ten (10) day prior to such record date.
(e) The Corporation shall, at or prior to the time of any conversion, take any and all actions necessary to increase its authorized, but unissued Common Stock and to reserve and keep available out of its authorized, but unissued Common Stock, such number of shares of Common Stock as shall, from time to time, be sufficient to effect conversion of the Series D Stock.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/18/20 Galaxy Next Generation, Inc. S-8 9/18/20 5:109K Yes International/FA 7/10/20 Galaxy Next Generation, Inc. 8-K:1,3,9 5/31/20 3:237K Yes International/FA 1/13/20 Galaxy Next Generation, Inc. S-1 4:1.7M Yes International/FA 12/04/19 Galaxy Next Generation, Inc. 8-K:1,2,3,911/25/19 5:446K Yes International/FA 9/05/19 Galaxy Next Generation, Inc. 8-K:1,2,3,9 9/04/19 2:113K Yes International/FA 2/13/19 Galaxy Next Generation, Inc. 8-K:2,9 1/24/19 2:49K Yes International/FA 2/06/19 Galaxy Next Generation, Inc. S-8 2/06/19 5:84K Yes International/FA 12/03/18 Galaxy Next Generation, Inc. 8-A12G 3:130K Yes International/FA 6/07/18 Galaxy Next Generation, Inc. 8-K:1,9 6/06/18 2:210K Yes International/FA |