Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On April 25, 2019,Monaker Group, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with the several Underwriters named in the Underwriting Agreement (the Underwriters) for whom Roth Capital Partners, LLC is acting as representative, relating to the public offering, issuance and sale by the Company of 870,000 shares of its common stock, par value $0.00001 per share (Common Stock), at an offering price to the public of $2.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 130,500 shares of Common Stock. The offering is being made to the Companys effective shelf registration statement on FormS-3 (File No.333-224309), that was filed with the Securities and Exchange Commission, including the related prospectus, dated April 17, 2018, as supplemented by a prospectus supplement dated April 25, 2019. The Underwriting Agreement is attached hereto as Exhibit1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement. A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit5.1.
The underwriters have agreed to sell 75,000 shares of common stock to an entity controlled by Donald P. Monaco, a director and chairman of the Companys board, 100,000 shares of common stock to an entity controlled by Simon Orange, a member of the Companys board, and 25,000 shares of common stock, to William Kerby, our Chief Executive Officer and member of the Companys board, at the $2.00 per share public offering price.
On April 25, 2019, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
(d) Exhibits
| 1.1 | Underwriting Agreement dated as of April 25, 2019 by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters. |
| 5.1 | Opinion of The Loev Law Firm, PC |
| 23.1 | Consent of The Loev Law Firm, PC (included in Exhibit 5.1) |
| 99.1 | Press Release dated April 25, 2019 |
Monaker Group, Inc. Exhibit
EX-1.1 2 ex1-1.htm UNDERWRITING AGREEMENT 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.
