TOCCOA, Ga., July 17, 2018 (GLOBE NEWSWIRE) -- Galaxy Next Generation, Inc. (OTC:FLCR) ("Galaxy"), a U.S. distributor of interactive learning technology hardware and software that create fully collaborative instructional environments, announces a shareholder update related to its latest SEC filing. Shareholders are encouraged to read the filing in its entirety.
The following changes to the Company’s Articles of Incorporation, approved by stockholders representing a majority of the Company’s outstanding voting stock, are expected to take place on July 23, 2018:
- The Articles of Incorporation will be amended to change the name of the Company to Galaxy Next Generation, Inc.
- The Articles of Incorporation will be amended to increase the Company’s authorized shares of preferred stock from 50,000,000 shares to 200,000,000 shares and the common shares from 200,000,000 to 4,200,000,000 both with a par value of $.0001. The preferred shares are blank check preferred and they may be issued with the preferences determined by the Board of Directors.
- The Articles of Incorporation will be amended to effect a reverse stock split pursuant to which 350 shares of the Company’s common stock will be converted into one (1) share of common stock, and any fractional shares will be rounded up to one (1) whole share.
- The Articles of Incorporation will be amended to add a Section which will provide for the indemnification of the officers and directors of the Company when they are acting on behalf of the Company.
If the plan of recapitalization and reverse stock split is implemented by the Board of Directors, each three hundred fifty (350) shares of the Company’s outstanding common stock on the effective date (the “Old Common Stock”) of the reverse stock split (the “Effective Date”) will be automatically changed into and will become one share of the Company’s New Common Stock (the “New Common Stock”).
Even though a reverse stock split, by itself, does not impact a company’s assets or prospects we cannot predict the market’s reaction. A reverse stock split could result in a decrease in our aggregate market capitalization. Our Board of Directors, however, believes that this risk is offset by the prospect that the reverse stock split will improve the likelihood that by increasing the per share bid price, certain investors will be more likely to make an investment in our common stock. There can be no assurance, however, that approval of the reverse stock split will succeed in raising the bid price of our common stock or that a bid price, if achieved, would be maintained.
The result of this adjustment will be that the aggregate exercise or conversion price of such options or convertible securities required to be paid after the reverse split will be the same as that required prior to the reverse split and the proportionate ownership interest on exercise of such options or conversion of such securities will also remain the same.
Once again we urge shareholders to read the Information Statement filed with the SEC in its entirety.
About Galaxy Next Generation, Inc.
Galaxy Next Generation is a U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy's products include Galaxy's own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. Galaxy's distribution channel consists of 22+ resellers across the U.S. who primarily sell the Company's products within the commercial and educational market. Galaxy does not control where resellers focus their resell efforts, although generally, the K-12 education market is the largest customer base for Galaxy products - comprising nearly 90% of Galaxy's sales.
Forward-Looking Statements
Certain statements contained in this press release are forward-looking statements and are based on future expectations, plans and prospects for FLCR's business and operations and involve a number of risks and uncertainties. FLCR's forward-looking statements in this report are made as of the date hereof and FLCR disclaims any duty to supplement, update or revise such statements on a going forward basis, whether as a result of subsequent developments, change, expectations or otherwise. In connection with the "safe harbour" provision of the Private Securities Litigation Reform Act of 1995 FLCR is identifying certain forward-looking information regarding, among other things, the merger of GALAXY into GMS, which is a wholly owned subsidiary of FLCR. Actual events or results may differ materially from those contained in these forward-looking statements. Important factors that could cause further events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from the ability of FLCR to successfully complete the merger, to implementation of Galaxy's business plan; uncertainties relating to the ability to realize the expected benefits of the merger; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry in which GALAXY operates, and other risk factors as discussed in FLCR' s other filings made from time to time with the United States Securities and Exchange Commission.
Contact:
Craig Brelsford RedChip Companies 407.644.4256 craig@redchip.com
