UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~May~~ 8September 23, 2020

GENERATION ALPHA, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53635

20-8609439

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1689-A Arrow Route, Upland, California 91786

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 998-8881

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Act: None

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Due~~Item to2.03 ~~the~~Creation ~~outbreak~~ of ~~coronavirus~~a ~~disease~~Direct ~~2019~~Financial ~~(“COVID-19”),~~Obligation ~~Generation~~or ~~Alpha,~~an ~~Inc.~~Obligation ~~(the~~under ~~“Company”) is~~an ~~filing this Current Report on Form 8~~Off-KBalance toSheet ~~avail~~Arrangement ~~itself~~ of an extension to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”), originally due on May 15, 2020, relying on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a ~~prior order issued on March 4, 2020) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No~~Registrant. ~~34-88318) (the “Order”), regarding exemptions granted to certain public companies.~~

~~The~~Item ~~Company’s~~3.02 ~~operations~~Unregistered ~~and~~Sales ~~business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the rest~~ of ~~world,~~Equity ~~and thus the Company’s business operations have been disrupted and it is unable to timely review and prepare the Company’s financial statements for the quarter ended March 31, 2020~~Securities.

InOn ~~December~~September ~~2019~~23, ~~a novel strain of coronavirus was reported to have surfaced in Wuhan~~2020, ~~China,~~Generation ~~which has spread throughout other parts of the world~~Alpha, ~~including the United States~~Inc. ~~On January 30, 2020,~~ (the ~~World~~“Company”) ~~Health~~entered ~~Organization~~into ~~declared~~a ~~the~~securities ~~outbreak~~purchase ofagreement (the ~~COVID-19 coronavirus disease a~~ “~~Public~~Securities ~~Health~~Purchase ~~Emergency of International Concern,~~Agreement”) ~~and~~with onYA ~~March~~II ~~11,~~PN ~~2020,~~Ltd. (the ~~World Health Organization characterized the outbreak as a~~ “~~pandemic.~~Investor”), Inpursuant ~~an effort~~ to ~~contain~~which ~~and mitigate~~ the ~~spread of~~Company ~~COVID-19,~~sold ~~many~~and ~~countries,~~issued ~~including~~ the United States, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19.following:

In particular, on March 19, 2020, California Governor Gavin Newsom issued an executive order requiring all California residents to stay home, making it the first state to impose that strict mandate on all residents to counteract a looming surge of new infections. The Company’s executive offices are located in Upland, California. The order, which took effect immediately on the date issued, is to remain in place until further notice. Californians are not allowed to leave home except for essential purposes. The Governor’s order comes with misdemeanor penalties for anyone who violates the restrictions.

	a)	A secured convertible debenture (the “2020 Note”) in the amount of $350,000. The Note bears interest at a rate of 10% per annum (15% on default) and has a maturity date of March 23, 2021. The 2020 Note is secured by all the assets of the Company and its subsidiaries pursuant to an amended and restated security agreement (as discussed below). The 2020 Note provides a conversion right, in which any portion of the principal amount of the 2020 Note, together with any accrued but unpaid interest, may be converted into the Company’s common stock at a conversion price equal to 75% of the lowest volume weighted average price of the Company’s common stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The 2020 Note may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 9.99% of the Company’s outstanding common stock (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The 2020 Note provides the Company with a redemption right, pursuant to which the Company, upon 10 business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the 2020 Note at a redemption price equal to 125% of the principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have nine (9) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the 2020 Note, subject to the Beneficial Ownership Limitation; and

	b)	A warrant (the “Warrant”) to purchase 7,000,000 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $0.05 per share. The Warrant expires on September 23, 2025 (the “Expiration Date”). The Investor may not exercise the Warrant to the extent that the Warrant Shares issuable pursuant to such exercise would cause the Investor to beneficially own more than 4.99% of the outstanding shares of the Company’s common stock following such exercise; provided, however, that the Investor may waive such limitation within 60 days of the Expiration Date upon not less than 65 days’ prior notice to the Company.

~~While~~Pursuant to the ~~Company~~Securities ~~currently~~Purchase ~~believes it is an “essential” business~~Agreement, the Company ~~has~~secured ~~been~~its ~~following~~obligations ~~the~~thereunder ~~recommendations~~pursuant ~~of local health authorities~~ to ~~minimize~~(i) ~~exposure risk for its employees for~~ the ~~past~~4th ~~several weeks, including the temporary closures~~Amended ofand ~~its~~Restated ~~offices~~Security ~~and~~Agreement ~~having~~previously ~~employees~~entered ~~work~~into ~~remotely~~with to the ~~extent~~Investor ~~possible,~~on ~~which~~October ~~has~~29, ~~to an extent adversely affected their efficiency. As a result~~2019, whereby the Company’s ~~books~~ and ~~records~~all ~~were~~of its ~~not~~subsidiaries ~~easily~~pledged ~~accessible,~~all ~~resulting~~of intheir ~~delays~~assets inas ~~preparation~~collateral ~~and~~for ~~completion of~~the ~~its~~repayment ~~financial~~of ~~statements.~~the ~~The~~2020 ~~Company~~Note ~~has~~and ~~also~~(ii) ~~been delayed in preparing~~ the ~~financial~~3rd Amended ~~statements~~and ~~due~~Restated toGlobal ~~delays~~Guaranty inpreviously ~~obtaining~~entered ~~information~~into ~~from~~by ~~third~~and ~~parties~~between ~~who~~each ~~have~~of ~~similarly~~the ~~been~~Company’s ~~unavailable~~subsidiaries and~~/or~~ ~~have~~the ~~not had sufficient~~Investor ~~time~~on toOctober ~~complete~~29, ~~the items requested~~2019.

AsIn ~~such~~connection with the Securities Purchase Agreement, the Company ~~will~~executed bea ~~relying~~registration ~~upon~~rights agreement (the ~~45-day~~“Registration Rights ~~grace~~Agreement”) ~~period~~pursuant ~~provided~~to bywhich it is required to file a registration statement (the “Registration Statement”) with the SEC’s ~~Order~~for the resale of shares of the Company issuable upon conversion of the 2020 Note and the Warrant Shares. Pursuant to ~~delay~~the Registration Rights Agreement, the Company is required to meet certain obligations with respect to, among other things, the timeliness of the filing and effectiveness of ~~its~~the ~~Quarterly Report~~Registration Statement. The Company ~~will~~is ~~file~~obligated ~~its~~to ~~Quarterly~~file ~~Report~~the byRegistration Statement no later than ~~June~~30 ~~29,~~days ~~2020,~~after 45receiving notice from the Investor and to have it declared effective by the SEC no later than 90 days after filing (the ~~original~~“Registration ~~due~~Obligations”). ~~date~~In ofthe event the Company defaults on its Registration ~~Quarterly~~Obligations, ~~Report~~it must pay to the Investor liquidated damages in the form of monthly payments equal to two percent (2.0%) of the aggregate purchase paid by the Investor for the 2020 Note (the “Liquidated Damages”); provided, however, that such Liquidated Damages, in the aggregate, shall not exceed 24%.

The ~~Company~~transaction isclosed ~~supplementing~~on ~~its~~September ~~risk~~25, ~~factors~~2020 ~~previously~~when ~~disclosed in~~ the Company’s ~~annual~~received ~~report~~the onpurchase ~~Form~~price. ~~10-K~~The ~~for~~descriptions of the ~~year~~Securities Purchase ~~ended~~Agreement, ~~December~~2020 31Note, ~~2019~~Registration ~~with~~Rights Agreement and Warrant (the ~~following~~“Transaction ~~risk~~Documents”) ~~factor:~~are only summaries and are qualified in their entirety by reference to the full text of the form of such Transaction Documents attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4,. respectively.

We face business disruption and related risks resulting from the COVID-19 pandemic, which is likely to negatively impact our operations.

In an effort to contain and mitigate the spread of COVID-19, which began at the beginning of 2020, many countries, including the United States, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. Repercussions of the ongoing COVID-19 outbreak continue to impact businesses throughout the world. These repercussions include, without limitation, limited access to capital, travel restrictions, human resource and logistical challenges resulting from social-distancing or quarantine obligations, and the extended shutdown of certain businesses in impacted geographic regions. The effects of, and response to, the COVID-19 pandemic, have limited access to our corporate offices, and disrupted the ability of our personnel and professional advisors to timely complete tasks. If the coronavirus outbreak situation should worsen, we may experience additional disruptions to our business. The extent to which the coronavirus impacts our operations or those of our third-party partners will depend on a number of uncertainties, including the ultimate duration of the outbreak and applicable social distancing measures, the availability of subsidies and other financial support, and the overall economic and business conditions in the jurisdictions in which we operate.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Item 9.01 Financial statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement, dated September 23, 2020
10.2		Form of Secured Convertible Debenture, dated September 23, 2020
10.3		Form of Registration Rights Agreement, dated September 23, 2020
10.4		Form of Warrant, dated September 23, 2020

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENERATION ALPHA, INC.
Date: May 8, 2020	By:	/s/ Tiffany Davis
Date: October 6, 2020	By:	/s/ Tiffany Davis
		Tiffany Davis
		Chief Executive Officer

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