Item 3.02 Unregistered Sales of Equity Securities.

On September 23, 2020, Generation Alpha, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with YA II PN Ltd. (the "Investor"), pursuant to which the Company sold and issued the following:





  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.

Pursuant to the Securities Purchase Agreement, the Company secured its obligations thereunder pursuant to (i) the 4th Amended and Restated Security Agreement previously entered into with the Investor on October 29, 2019, whereby the Company and all of its subsidiaries pledged all of their assets as collateral for the repayment of the 2020 Note and (ii) the 3rd Amended and Restated Global Guaranty previously entered into by and between each of the Company's subsidiaries and the Investor on October 29, 2019.

In connection with the Securities Purchase Agreement, the Company executed a registration rights agreement (the "Registration Rights Agreement") pursuant to which it is required to file a registration statement (the "Registration Statement") with the SEC for the resale of shares of the Company issuable upon conversion of the 2020 Note and the Warrant Shares. Pursuant to 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 the Registration Statement. The Company is obligated to file the Registration Statement no later than 30 days after receiving notice from the Investor and to have it declared effective by the SEC no later than 90 days after filing (the "Registration Obligations"). In the event the Company defaults on its Registration Obligations, 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 transaction closed on September 25, 2020 when the Company received the purchase price. The descriptions of the Securities Purchase Agreement, 2020 Note, Registration Rights Agreement and Warrant (the "Transaction Documents") 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.





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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




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