Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Sale of Bettwork Common Stock
On November 29, 2018 and December 6, 2018, Monaker Group, Inc. (the “Company”, “we” and “us”), entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and a member of the Board of Directors of the Company; and (b)Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “Purchasers” and the “Stock Purchase Agreements”). to the Stock Purchase Agreements, the Company agreed to sell each of the Purchasers 428,572 shares of restricted common stock (857,144 in total) of Bettwork Industries Inc. (“Bettwork”), which the Company then held (out of the 7 million shares of restricted common stock obtained by the Company to that certain Debt Conversion Agreement entered into with Bettwork, dated July 3, 2018, as previously disclosed) for an aggregate of $300,000 ($600,000 in total), or $0.70 per share. The purchase price for the Bettwork shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Bettwork’s common stock on the OTC Pink Market, as publicly reported. The sale contemplated by the Stock Purchase Agreement with the Donald P. Monaco Insurance Trust closed on November 29,2018 and the sale contemplated by the Stock Purchase Agreement with Charcoal Investment Ltd. is expected to close shortly after the date of this report.
As additional consideration for entering into the Stock Purchase Agreements, the Company granted each of the Purchasers an option to acquire an additional 1,000,000 shares of restricted common stock of Bettwork for $700,000 ($0.70 per share), which option is exercisable by the applicable Purchaser at any time prior to the twenty-fourth (24th) month anniversary of the closing date of the applicable Stock Purchase Agreement.
The above summary of the Stock Purchase Agreements is qualified in its entirety by reference to the actual terms and conditions of the Stock Purchase Agreements, which are filed asExhibit10.1 and Exhibit10.2hereto and incorporated into thisItem 1.01by reference.
Item 1.01 Completion of Acquisition or Disposition of Assets.
The information and disclosures in Item 1.01 above are incorporated into this Item 1.01 in their entirety, by reference.
Item 1.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1* | Stock Purchase Agreement between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust, dated November 29, 2018, relating to the sale of Bettwork Industries Inc. common stock |
| 10.2* | Stock Purchase Agreement between Monaker Group, Inc. and Charcoal Investment Ltd, dated December 6, 2018, relating to the sale of Bettwork Industries Inc. common stock |
* Filed herewith.
Monaker Group, Inc. ExhibitEX-10.1 2 ex10-1.htm STOCK 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.