GALAXY NEXT GENERATION, INC. : Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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.

Exhibit
Number                           Exhibit Description
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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