Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On March 5, 2019, a First Amendment to Warrant agreement (the Amendment) between Monaker Group, Inc. (the Company, we and us) and the Donald P. Monaco Insurance Trust (the Trust), which is beneficially owned by Donald P. Monaco, the Chairman of the Board of Directors of the Company, became effective and binding on the parties.
to the Amendment, the Company and the Trust agreed to reduce the exercise price of warrants to purchase 35,750 shares of common stock of the Company which were acquired by the Trust to the Common Stock and Warrant Purchase Agreement entered into between the Company and the purchasers named therein (including the Trust) dated July 31, 2017 and in consideration for liquidated damages due to the terms thereof, from $5.23 per share to $2.85 per share, in consideration for the Trusts immediate exercise of such warrants for cash.
Total consideration received by the Company from the exercise of the 35,750 warrants exercised by the Trust was $101,887.50.
The Amendment and the transactions contemplated therein were approved by all of the disinterested members of the Board of Directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
We claim an exemption from registration for the issuance described above in Item 1.01 (which descriptions are incorporated in this Item 3.02 by reference) to Section 4(a)(2) and/or Rule 506(b) 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 is (a) an accredited investor; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, 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 may not be offered or sold absent registration or to an exemption therefrom.
(d) Exhibits
| 10.1* | First Amendment to Warrant dated March 5, 2019, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust |
* Filed herewith.
Monaker Group, Inc. Exhibit
EX-10.1 2 ex10-1.htm FIRST AMENDMENT TO WARRANT Monaker Group,…
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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.
