Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
Monaker Group, Inc. (the “Company”, “we”, and “us”) is disclosing various issuances of restricted securities of the Company which have occurred since the filing of the Company’s last periodic report on Form 10-Q under this Item 3.02, to the requirements of Item 3.02 of Form 8-K:
| • | On October 16, 2018 and effective September 1, 2018, the Company entered into a Consulting Agreement, to which the Company issued 3,000 shares of restricted common stock to a consultant, valued at $6,300, and paid a cash payment of $5,000 to the consultant, for services rendered. |
| • | On November 26, 2018, the Company issued 45,000 shares of restricted common stock to a consultant, to a consulting agreement, in consideration for the consultant providing media management services valued at $58,050. |
| • | On December 11, 2018, the Company agreed to issue 50,000 shares of restricted common stock to Simon Orange, a director of the Company, in consideration for past services rendered to the Board, valued at $65,500. The shares were issued under the Company’s 2017 Equity Incentive Plan (the “Plan”). |
| • | On December 11, 2018, the Company agreed to issue 100,000 shares of restricted common stock to Donald P. Monaco, the Chairman of the Board of Directors of the Company, in consideration for past services rendered to the Board, valued at $131,000. The shares were issued under the Plan. |
| • | On December 19, 2018, the Company issued 40,000 shares of restricted common stock to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board, valued at $52,400. The shares were issued under the Plan. |
| • | On December 19, 2018, the Company issued 40,000 shares of restricted common stock to Pasquale LaVecchia, in consideration for past services rendered to the Board, a director of the Company, valued at $52,400. The shares were issued under the Plan. |
| • | On December 19, 2018, the Company issued 15,000 shares of restricted common stock, valued at $30,000, to an employee to the terms of an Employment Incentive Agreement. The shares were issued under the Plan. |
| • | On December 21, 2018, the Company entered into a Capital Markets Advisory Agreement and issued 32,000 shares of restricted common stock, vesting in quarterly installments of 8,000 shares, with a value of $64,000, in consideration for services agreed to be rendered. |
| • | On December 21, 2018, the Company entered into an Investor Relations Agreement and issued 50,000 shares of restricted stock, valued at $100,000, and issued 50,000 cashless warrants for the purchase of 50,000 common shares at an exercise price of $2.85 per share, expiring December 20, 2020, for services rendered. |
| • | On December 24, 2018, the Company entered into a Marketing and Consulting Agreement and issued 50,000 shares of restricted common stock, valued at $100,000, of which 50,000 shares shall vest on December 24, 2018 but are earned in monthly installments of 8,333 shares per month, during the term of the contract. In addition, the Company paid a cash retainer of $7,500. |
We claim an exemption from registration for the issuances and grants described above to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances and grants did not involve a public offering, the recipients were “accredited investors”, and/or had access to information regarding the Company similar to what would be required in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificate evidencing the securities contain or 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 26, 2018, Robert J. Post, a member of the Company’s Board of Directors, notified the Board of Directors of the Company of his intention to resign from the Board of Directors of the Company to pursue other business opportunities, with such resignation effective on January 24, 2019. Mr. Post does not currently serve on any committees of the Board.
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.
