Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 9.01
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective on February 6, 2018, the Board of Directors of Monaker Group, Inc. (the “Company”, “we” or “us”), approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “Reverse Split”).
The Company’s majority stockholders, effective on September 13, 2017, via a written consent to action without a meeting, provided the Board of Directors authority to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between one-for-one and one-for-four, in their sole discretion, without further stockholder approval, by amending the Company’s Articles of Incorporation, at any time prior to the earlier of (a) September 13, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders (the “Stockholder Authority”). The Reverse Split was affected and approved by the Board of Directors to the Stockholder Authority.
Effective on February 8, 2018, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effect the 1-for-2.5 Reverse Split of all of the Company’s outstanding shares of common stock, anticipated to be effective on Monday, February 12, 2018. The Certificate of Amendment is filed herewith as Exhibit 3.1.
The effect of the Reverse Split will be to combine each 2.5 shares of outstanding common stock into one new share, with no change in authorized shares or par value per share, and to reduce the number of common stock shares outstanding from approximately 20.3 million pre-split shares to approximately 8.1 million post-split shares (prior to rounding). Proportional adjustments will be made to the exercise prices of, and shares of common stock issuable upon exercise of, the Company’s outstanding warrants, and to the number of shares issuable under the Company’s equity incentive plan. The Reverse Split will not affect any shareholder’s ownership percentage of the Company’s common stock, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.
The Company’s trading symbol of “MKGI” will not change as a result of the Reverse Split, although it is expected that the letter “D” will be appended to the Company’s ticker for approximately 20 trading days following the effective date to indicate the completion of the Reverse Split. In addition, the common stock will trade under a new CUSIP number, 609011200.
Item 9.01
Other Events.
On February 12, 2018, the Company filed a press release disclosing the approval by the Board of Directors of a 1-for-2.5 reverse stock split and the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect such reverse stock split. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in this Item 9.01 and in Exhibit 99.1 attached to this report is being furnished to the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 3.1 | Certificate of Amendment to Articles of Incorporation (1-for-2.5 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on February 8, 2018 and effective on February 12, 2018 |
| 99.1 | Press Release dated February 12, 2018 |
Monaker Group, Inc. ExhibitEX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION 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.
