Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Effective on November 14, 2017, we entered into a Purchase Agreement with Michael Heinze, Michael Kistner and Rebecca Dernbach (the “Licensors”). to the Purchase Agreement, the Licensors granted us a non-exclusive license to use certain source code owned by the Licensors in connection with an alternative lodging platform (the “License” and the “Source Code”). In consideration for the License, we paid the Licensors $75,000 in cash and 86,957 shares of restricted common stock with a market value of $2.30 per share and an aggregate value of $200,000 (the “License Shares”). to the Purchase Agreement the Licensors have the right to put the License Shares back to us six months after the date of the Purchase Agreement for $125,000 in cash (the “Put Right”), provided that we also have the right to arrange for the purchase of the License Shares by a separate party during such six month period, unless the Licensors waive the Put Right, assuming the purchase price agreed to be paid by such separate party is at least $125,000. The Purchase Agreement provides that in the event the Company creates a derivative work using the Source Code subject to the License, the Company is required to enter into a mutually agreeable agreement with the Licensors whereby they will be paid a share of the sale or licensing revenue generated by the Company as a result of such derivative work.
| Item 1.01 | Completion of Acquisition or Disposition of Assets. |
As described above in Item 1.01, which information is incorporated in this Item 1.01 by reference, on November 14, 2017, we entered into the Purchase Agreement and acquired rights to the Source Code.
| Item 1.01 | Unregistered Sales of Equity Securities. |
As described above in Item 1.01 in October 2017 we issued the XPO Shares to XPO to the Platform Purchase Agreement and in November 2017 we issued the License Shares to the Licensors to the Purchase Agreement. We claim an exemption from registration for the issuances and sales described above to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grants and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 10.1* | Platform Purchase Agreement by and between Monaker Group, Inc. and Exponential, Inc., dated October 17, 2017 |
| 10.2* | Marketing and Consulting Agreement by and between Monaker Group, Inc. and Exponential, Inc., dated October 16, 2017 |
| 10.3* | Purchase Agreement between Monaker Group, Inc., as purchaser and Michael Heinze, Michael Kistner and Rebecca Dernbach, as sellers, dated November 14, 2017 |
| * Filed herewith. |
Monaker Group, Inc. ExhibitEX-10.1 2 ex10-1.htm PLATFORM PURCHASE AGREEMENT Monaker Group,…To view the full exhibit click here
About Monaker Group, Inc. (OTCMKTS:MKGI)
Monaker Group, Inc., formerly Next 1 Interactive, Inc., is a technology driven travel and logistics company. The Company operates NextTrip.com, an online marketplace for the alternative lodging rental (ALR) industry. It operates through a segment consisting of various products and services related to its online marketplace of travel and related logistics, including destination tours/activities, accommodation rental listings, hotel listings, air and car rental. Its NextTrip.com has a capacity of uniting a range of travelers seeking ALR online with property owners and managers. As of February 29, 2016, the Company operated its online marketplace through 115 Websites in 16 languages, with Websites in Europe, Asia, South America and the United States. As of February 29, 2016, its global marketplace included approximately 100,000 paid listings on subscriptions and contracted with over 1.1 million listings under the performance based listing arrangement ALRs.
