Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017, on November 21, 2017, Monaker Group, Inc. (“Monaker”, the “Company”, “we” and “us”) entered into a Purchase Agreement and an addendum thereto (the “Purchase Addendum”) with A-Tech LLC (“A-Tech”) on behalf of its wholly-owned subsidiary Parula Village Ltd. (“Parula”) whereby Monaker purchased from A-Tech, through Parula, ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “Property”) for 240,000 shares of restricted common stock valued at a total of $1,500,000. As part of the same consideration, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “Construction Obligation”); and the agreement provided that if the vacation rental residences were not completed within the 270 days, Monaker would cancel 12,000 shares, valued at $75,000 (of the previously issued 240,000 shares of restricted common stock) for each residence not completed. Additionally, in the event the average closing price of Monaker’s common stock for the 10 trading days prior to the 90th day after the closing of the transaction was less than $6.25 per share, Monaker was required to issue additional shares of restricted common stock such that the value of the shares issued to A-Tech totaled $1.5 million. On February 20, 2018 (the first business day following the 90th day after the closing), Monaker issued an additional 66,632 shares of common stock at $4.80 for a total of $319,834, to meet the 90-day look-back provision for a guaranteed purchase price of $1.5 million.
On May 31, 2018 and effective February 28, 2018, Monaker and A-Tech entered into a First Amendment to the Purchase Agreement, to amend the terms of the Purchase Agreement to (a) provide for the acquisition by Monaker of a ‘right to own’ the Property instead of the ownership of the Property itself, as the title to the Property had not been legally transferred as of such date, which ‘right to own’ had an exercise price of $0 and was transferrable and exercisable by the Company at any time, (b) terminate the Construction Obligation and (c) to correct certain inaccuracies in the original agreement. The First Amendment also required A-Tech to return 144,000 shares of common stock to Monaker for cancellation for non-performance. The First Amendment to the Purchase Agreement had an effective date of November 21, 2017.
Immediately thereafter, also on May 31, 2018, Monaker and Bettwork Industries, Inc. (“Bettwork”) entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “Secured Note”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note is $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). Bettwork and A-Tech share a common principal.
The description of the First Amendment to Purchase Agreement, Bettwork acquisition agreement and Secured Note above are not complete and are qualified in their entirety by the full text of the First Amendment to Purchase Agreement, the Right to Own Acquisition Agreement and the Secured Note, filed herewith as Exhibits 10.3, 10.4 and 10.5, respectively, which are incorporated by reference into this Item 1.01 in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | Purchase Agreement Between Monaker Group, Inc. and A-Tech LLC dated November 22, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. on November 27, 2017) |
| 10.2 | Addendum to Purchase Agreement Between Monaker Group, Inc. and A-Tech LLC dated November 22, 2017 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Monaker Group, Inc. on November 27, 2017) |
| 10.3* | First Amendment to Purchase Agreement dated May 31, 2018, by and between Monaker Group, Inc. and A-Tech LLC |
| 10.4* | Right to Own Acquisition Agreement dated May 31, 2018, by and between Monaker Group, Inc. and Bettwork Industries, Inc. |
| 10.5* | $1.6 Million Secured Convertible Promissory Note owed by Bettwork Industries, Inc. to Monaker Group, Inc. |
* Filed herewith.
Monaker Group, Inc. ExhibitEX-10.3 2 ex10-3.htm FIRST AMENDMENT TO 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.