Current Report Filing (8-k)
30 January 2016 - 9:02AM
Edgar (US Regulatory)
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): January 25, 2016
Monaker Group, Inc.
( Exact name of Registrant as specified
in its charter )
Nevada |
(State or other jurisdiction of incorporation) |
000-52669 |
26-3509845 |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2690 Weston Road, Suite 200
Weston, Florida 33331
(Address of principal executive offices
zip code)
(954) 888-9779
(Registrant’s telephone number,
including area code)
Next 1 Interactive, Inc.
(Former name or former
address, if changed since last report)
________________________
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On January 25, 2016,
Monaker Group, Inc. (the “Company”) closed an offering (the “Offering”) of an aggregate of 240,000
units to Donald P. Monaco Insurance Trust (“Monaco Insurance Trust”), an accredited investor, at a price per unit of
$2.50 (the “Units”) with each Unit consisting of (i) one (1) share of the Company’s common stock, par value $0.00001
per share (the “Common Stock”), and (ii) one (1) warrant (the “Warrant”) to acquire one (1) share of Common
Stock at an exercise price of $1.50 per share, for aggregate cash proceeds of $600,000. Donald P. Monaco, a member of our
Board of Directors, is the trustee of the Monaco Insurance Trust.
The Warrants issued
in the Offering expire on January 21, 2017, may be exercised on a cashless basis, and contain certain anti-dilution protection
provisions, including those that are triggered upon the payment by the Company of a stock dividend, if the Company subdivides or
reclassifies its outstanding shares of Common Stock into a greater number of shares, or if the Company combines or reclassifies
its outstanding shares of Common Stock into a smaller number of shares. The foregoing description of the Warrants is qualified
in its entirety by reference to the full text of the form of Warrant, a copy of which is included as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The Company intends
to use the net proceeds of the above-described Offering for working capital and general corporate purposes, including without limitation,
to purchase assets to enhance the Company’s strategy. The Offering constitutes a private placement offering in which
the Company had offered for sale up to 240,000 Units, all of which were purchased for gross proceeds of $600,000 by the Monaco
Insurance Trust. Mr. Monaco is the trustee of the Monaco Insurance Trust. The private placement is now terminated.
Item 3.02. |
Unregistered Sales of Equity Securities. |
The information set
forth in Item 1.01 of this Current Report is incorporated by reference in response to this Item 3.02.
The 240,000 Units and
related shares of Common Stock and Warrants and the shares of Common Stock underlying the Warrants sold in the Offering were
not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state,
and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506)
under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving
any public offering. The investor is an “accredited investor” as such term is defined in Regulation D promulgated under
the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements and certificates evidencing such securities contain a legend stating the same.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
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Description |
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4.1 |
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Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (000-52669) filed with the Securities and Exchange Commission on October 7, 2015) |
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SIGNATURES
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 hereunto duly authorized.
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MONAKER GROUP, INC. |
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Date: January 29, 2016 |
By: |
/s/ William Kerby |
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Name: |
William Kerby |
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Title:
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Chief Executive Officer |
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