Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 19, 2017, Monaker Group, Inc. (the Company,
we and us) issued Omar Jimenez, the Companys Chief
Financial Officer, Chief Operating Officer and director, 100,000
shares of restricted common stock valued at $250,000 or $2.50 per
share, as bonus compensation for the fiscal year ended February
28, 2017.
Item 3.02 Unregistered Sales of Equity
Securities.
We claim an exemption from registration for the issuance of the
shares described above inItem 1.01 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 issuance did not
involve a public offering, the recipient was (i) an accredited
investor; and/or (ii) had access to similar documentation and
information as would be required in a Registration Statement
under the Securities Act, and the recipient 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 issuance 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 8.01 Other Events.
On April 18, 2017, the Board of Directors of the Company adopted
charters of the Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee of the Board of the
Directors, copies of which are filed herewith as Exhibits
99.1, 99.2 and 99.3, respectively.
On the same date, the Board of Directors appointed Mr. Pat
LaVecchia (Chairman), Mr. Doug Checkeris and Mr. Robert Post, as
members of the Audit Committee; Mr. Simon Orange (Chairman) and
Mr. Post, as members of the Compensation Committee; and Mr.
Checkeris (Chairman) and Mr. LaVecchia, as members of the
Nominating and Corporate Governance Committee.
The Board of Directors also adopted the Whistleblower Protection
Policy, a copy of which is attached hereto as Exhibit
14.1, on April 18, 2017.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||
| 14.1* | Whistleblower Protection Policy | |||
| 99.1* | Charter of the Audit Committee | |||
| 99.2* | Charter of the Compensation Committee | |||
| 99.3* | Charter of the Nominating and Corporate Governance Committee | |||
* Filed herewith.
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. Monaker Group, Inc. (OTCMKTS:MKGI) Recent Trading Information
Monaker Group, Inc. (OTCMKTS:MKGI) closed its last trading session 00.00 at 2.78 with 200 shares trading hands.
