Galaxy Next Generation Inc (fka GAXYQ)

[Magnum7419]

Under the terms of the Convertible Debenture, a Selling Stockholder may not convert the Convertible Debenture to the extent such conversion or exercise would cause such Selling Stockholder, together with its affiliates, to beneficially own a number of shares of Common stock which would exceed 4.99% of our then outstanding shares of Common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Convertible Debenture which have not been converted. The number of shares in the second column does not reflect this limitation. The Selling Stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”



Name of Selling Stockholder


Number of Shares Owned Prior to Offering

Maximum Number of Shares to be Sold Pursuant to this Prospectus


Number of Shares Owned After Offering

YA II PN, Ltd. (1)

4,000,000

4,000,000

-0-

(1) YAII PN, Ltd. is a Cayman Island exempt company. YAII PN, Ltd. is managed by Yorkville Advisors Global, LP. Investment decisions for Yorkville Advisors Global, LP are made by Mark Angelo. This amount includes 500,000 shares of common stock and 3,500,000 shares of common stock issued upon conversion of the convertible note; assuming a conversion of $0.2875 and without applying the 4.99% limit.
PLAN OF DISTRIBUTION