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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 10, 2023

Date of Report (Date of earliest event reported): February 24, 2023

GEX MANAGEMENT INC.

(Exact name of registrant as specified in its charter)

Texas		~~001~~56-~~38288~~2428818		~~56-2428818~~
(State or other jurisdiction of incorporation or organization)		(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification No.)~~

3662 W Camp Wisdom Rd, Dallas, Texas		75237
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (877) 210-4396

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:

☐ 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))

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock GXXM OTC Pink

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. ☐

~~Item~~Check the appropriate box below if the Form 8~~.01~~-K ~~Other~~filing ~~Events.~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~On February~~☐ ~~24,~~Written ~~2023,~~communications ~~the~~pursuant ~~Board of Directors resolved~~ to ~~file~~Rule ~~additional~~425 ~~disclosures~~under ~~related~~the toSecurities aAct ~~convertible~~(17 ~~note~~CFR ~~transaction~~230.425) ~~executed in~~☐ Q4Soliciting ~~2021,~~material inpursuant ~~order~~ to ~~satisfy~~Rule ~~certain~~14a-12 ~~covenant~~under ~~requirements related to~~ the ~~note.~~Exchange OnAct ~~November 16, 2021, GEX Management, Inc.~~ (~~the~~17 ~~“Company” or~~CFR ~~“Registrant”~~240.14a-12), in☐ ~~the~~Pre-commencement ~~ordinary~~communications ~~course of its business and~~ pursuant to ~~its~~Rule ~~ongoing~~14d-2(b) ~~plan~~under ~~of operations to fund its business by~~ the ~~use~~Exchange ofAct ~~convertible~~(17 ~~note~~CFR ~~transactions,~~240.14d-2(b)) ~~entered~~☐ ~~into~~Pre-commencement acommunications ~~Securities~~pursuant ~~Purchase~~to ~~Agreement~~Rule 13e-4(~~“SPA”~~c) ~~with~~under ~~BHP Capital NY, Inc., an institutional investor and~~ the ~~Lead~~Exchange ~~Investor~~Act (~~“BHP”)~~17 ~~dated~~CFR ~~November 16, 2021~~240.13e-4(c))

~~Pursuant to~~Securities ~~the~~registered ~~terms~~pursuant ~~of the SPA, the Company issued and sold~~ to ~~BHP~~Section an 12~~% Senior Convertible Note dated November 16, 2021 in the principal amount~~(b) of ~~$155,000 (~~the ~~“Note”), due and payable on November 16, 2022.~~Act:

~~Item 9.01~~Title ~~Financial~~of ~~Statements~~each ~~and~~class ~~Exhibits~~Trading Symbol(s) Name of each exchange on which registered Common Stock GXXM OTC Pink

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 4.01. Changes in Registrant’s Certifying Accountant.

On November 9, 2023, the Board of Directors of GEX Management, Inc (the “Company”) approved the engagement of BF Borgers CPA PC (“Borgers”) as the Company’s new independent registered public accounting firm. In connection with the selection of Borgers, the Company dismissed Hudgens CPA PLLC (“Hudgens”) as the Company’s independent registered public accounting firm.

During the years ended December 31, 2021 and 2022 and the subsequent interim period through September 30, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused Hudgens to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on the Company’s consolidated financial statements as of and for the years ended December 31, 2021 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2022, 2020, 2019, 2018, 2017 and 2016, and the subsequent interim period through September 30, 2023, neither the Company nor anyone on its behalf has consulted Borgers with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

SIGNATURE

Pursuant to the requirements 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.

Date: February 24, 2023	GEX Management, Inc
Date: November 10, 2023	GEX Management, Inc
	By:	/s/ Sri Vanamali
		Sri Vanamali
		Chief Executive Officer

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