Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On March 1, 2018, Monaker Group, Inc. (the “Company”, “we” and “us”) entered into a First Amendment to Warrant agreement (the “Amendment”) with Pacific Grove Capital LP (“Pacific”), one of the purchasers (collectively, the “Purchasers”) of shares and warrants to the terms of that certain Common Stock and Warrant Purchase Agreement entered into between the Company and the purchasers named therein dated July 31, 2017 (the “Purchase Agreement”).
to the Amendment, the Company and Pacific agreed to reduce the exercise price of the warrants to purchase 147,000 shares of common stock which Pacific was granted as penalty warrants in connection with the Company’s prior failure to obtain the timely listing of its common stock on the Nasdaq Capital Market (“Nasdaq”)(which uplisting occurred on February 22, 2018), from $5.125 per share to $2.625 per share, in consideration for Pacific immediately exercising such warrants for cash.
Total consideration received from the exercise of the warrants by Pacific to the Amendment was $385,875.
Previously, on January 10, 2018, as reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 16, 2018, the Company and Pacific entered into an amendment agreement, to among other things, amend the exercise price of the warrants to purchase 350,000 shares of common stock granted to Pacific to the Purchase Agreement and warrants to purchase 108,500 shares of common stock granted to Pacific as prior penalty warrants for the failure to timely uplist to Nasdaq to from $5.25 per share to $2.625 per share, in consideration for Pacific immediately exercising such warrants for cash.
to the anti-dilution provisions of the Purchase Agreement, the Purchasers are due their pro rata portion (less one of the Purchasers who has waived such rights) of an aggregate of an additional 4,390 shares of common stock in connection with the reduction in exercise price of the warrants held by Pacific as described above and the exercise price of all of the other un-exercised warrants previously granted to the Purchasers and the Agent were automatically reduced to $5.09 per share.
Item 3.02
Unregistered Sales of Equity Securities.
We claim/will claim an exemption from registration for the issuances described above in Item 1.01 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 issuances did not/will not involve a public offering, the recipients were/are (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired/will acquire 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 issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 10.1* | First Amendment to Warrant dated March 1, 2018, by and between Monaker Group, Inc. and Pacific Grove Capital LP |
* Filed herewith.
Monaker Group, Inc. ExhibitEX-10.1 2 ex10-1.htm FIRST AMENDMENT TO WARRANT 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.
