Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2020, Galaxy Next Generation, Inc., a Nevada corporation (the "Company") and Tysadco Partners LLC, a Delaware limited company (the "Investor"), entered into an Amended and Restated Purchase Agreement between the Company and the Investor (the "Amended Purchase Agreement"), which amends and restates the Purchase Agreement entered into with the Investor on May 31, 2020, as amended on July 9, 2020 between the Company and the Investor. Also, on December 29, 2020, the Company executed a Registration Rights Agreement (the "Registration Rights Agreement"), and a Securities Purchase Agreement (the "SPA") with the Investor.

Pursuant to the Amended Purchase Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $10.0 million worth (the "Commitment") of the Company's common stock over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Amended Purchase Agreement. The Company has issued 50.0 million shares of its common stock (the "Commitment Shares") to the Investor as a commitment fee.

The Amended Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company, the Company shall have the right, but not the obligation, to direct the Investor to buy the lesser of 500,000 shares of its common stock per sale or 300% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 85% of the lowest average daily traded price during the ten trading days commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $200,000. The payment for the shares covered by each request notice will occur on the business day the Investor receives the trade settlement for the purchased shares.





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In addition, the Investor will not be obligated to purchase shares if the Investor's total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company's common stock as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.

The Amended Purchase Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Amended Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Amended Purchase Agreement. The Amended Purchase Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Amended Purchase Agreement or Registration Rights Agreement.

The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Amended Purchase Agreement following the Commencement Date (as defined therein). In addition, the Amended Purchase Agreement automatically terminates upon certain bankruptcy events, if the commencement of Investor's purchase of shares thereunder shall not have occurred on or before March 31, 2021, or if the Company sells the entire $10.0 million of shares of common stock subject to the Amended Purchase Agreement.

Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC within thirty (30) days after entering into the Amended Purchase Agreement to register the shares issuable under the Amended Purchase Agreement and the Commitment Shares.

Pursuant to the terms and conditions of the SPA, the Company sold and the Investor purchased 100 million shares of the Company's common stock for an aggregate purchase price of $500,000 (the "Private Placement Shares").

The foregoing descriptions of the Amended Purchase Agreement. the Registration Rights Agreement and the SPA are qualified in their entirety by reference to the Amended Purchase Agreement, the Registration Rights Agreement and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference in this Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Commitment Shares, the Private Placement Shares and the offering and sale of up to $10.0 million of shares of common stock from time to time under the Amended Purchase Agreement is incorporated by reference into this Item 3.02.

The Company issued the Commitment Shares and the Private Placement Shares to the Investor in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration for private placements based in part on the representations made by the Investor, including the representations with respect to the Investor's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Investor's investment intent.



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Item 9.01. Financial Statements and Exhibits





(d) Exhibits



The following exhibits are being filed as part of this Current Report on Form
8-K.


Exhibit    Description
  10.1     Amended and Restated Purchase Agreement, dated December 29, 2020, by and
           between Galaxy Next Generation, Inc. and Tysadco Partners LLC
  10.2     Registration Rights Agreement, dated December 29, 2020, by and between
           Galaxy Next Generation, Inc. and Tysadco Partners LLC.
  10.3     Securities Purchase Agreement, dated December 29, 2020, by and between
           Galaxy Next Generation, Inc. and Tysadco Partners LLC.

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