UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2015
| Next 1 Interactive, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
000-52669 |
|
26-3509845 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
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2690 Weston Road, Suite 200
Weston, FL 33331 |
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(Address of Principal Executive Offices) |
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(954) 888-9779
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 15, 2015, Next
1 Interactive, Inc. (the “Company”) entered into a Second Note Amendment with Mark A. Wilton (the “Second Note
Amendment”), which, among other things addressed the following: (i) an aggregate of $3,100,000 of promissory notes previously
issued by the Company to Mr. Wilton were converted into an aggregate of 6,200,000 shares of the Company’s common stock, par
value $.00001 per share (the “Common Stock”), at a price of $0.50 per share; (ii) extended the maturity date to December
1, 2016 on the three (3) promissory notes that remained outstanding subsequent to the conversion described above, which notes are
all dated April 15, 2011, in the respective principal amounts of $2,148,326 (reduced from a principal amount of $4,385,326 following
the conversion of $2,237,000 into shares of Common Stock), $550,000 (reduced from an original principal amount of $1,500,000 due
to prior reductions and exchanges into other promissory notes), and $211,000, (collectively, the “Notes”); (iii) permits
the Company to further extend the maturity date of the Notes until December 1, 2017 if all monthly interest payments are paid in
full; (iv) interest on the Notes is to be paid monthly; (v) the conversion price for the remaining $2,909,326 of Notes will remain
at a fixed $0.50 per share; and (vi) the Company will maintain the right to force a conversion of the Notes into shares of Common
Stock under certain circumstances.
In addition, in lieu
of the payment of interest on certain promissory notes, the Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of the Company’s
Series B Preferred Stock (the “Series B Preferred Stock”); and (ii) warrants (the “Warrants”) to purchase
1,500,000 shares of Common Stock at an exercise price of $0.01 per share. The Company also agreed to issue to Mr. Wilton 24,800,000
shares of common stock at a price of $0.03 per share.
The foregoing description
of the Second Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Second Note Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02. | Unregistered Sale of Equity Securities. |
As described above,
on May 15, 2015, the Company issued to Mr. Wilton an aggregate of 6,200,000 shares of Common Stock in connection with the conversion
of a total of $3,100,000 of principal amount of certain promissory notes at a conversion price of $0.50 per share of Common Stock.
The Company also issued on May 15, 2015, 24,800,000 shares of Common Stock to Mr. Wilton at a price of $0.03 per share. In addition,
in lieu of the payment of interest on certain promissory notes, the Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of
Series B Preferred Stock; and (ii) Warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.01 per
share.
The offer and issuance
of these shares of Common Stock, the Series B Preferred Stock and Warrants were not registered under the Securities Act of 1933,
as amended (the “Securities Act”), at the time of issuance, and therefore may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. For the issuance of the 6,200,000 shares
of Common Stock, the Company intends to rely on the exemption from federal registration under Section 3(a)(9) of the Securities
Act. For the issuance of the 24,800,000 shares of Common Stock, the Series B Preferred Stock and the Warrants, the Company intends
to rely on the exemption from federal registration under the Section 4(a)(2) of the Securities Act, based on the Company’s
belief that the offer and sale of these shares has not and will not involve a public offering and Mr. Wilton is an “accredited
investor” as defined under Section 501 promulgated under the Securities Act and no general solicitation has been involved
in the offering.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Second Note Amendment between Next 1 Interactive, Inc.
and Mark A. Wilton, dated May 15, 2015 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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NEXT 1 INTERACTIVE, INC. |
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| Date: May 21, 2015 |
By: |
/s/ William Kerby |
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William Kerby |
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|
Chief Executive Officer |
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Exhibit 4.1
SECOND AMENDED NOTE AMENDMENT
Reference is made to
those certain secured convertible promissory notes issued to Mark A Wilton (“Holder”) by Next 1 Interactive, Inc. (“Maker”
or “Next 1”), dated April 15, 2011, April 15, 2011, April 15, 2011, October 14, 2011, January 3, 2012, January 12,
2012, May 15, 2012 and October 4, 2012, respectively, in the amounts of $4,388,526, $1,500,000, $211,000, $83,000, $100,000, $100,000,
$75,000 and $505,000, respectively and totaling $6,962,526, copies of which are attached hereto (the “Notes”). Here
in and thereafter the note in the amount of $4,388,526 shall be known as Note A. The note in the amount of $1,500,000 shall be
known as Note B. The note in the amount of $211,000 shall be known as Note C. The remaining five notes total $863,000 ($83,000,
$100,000, $100,000, $75,000 and $505,000). The current balance of all of the above Notes after conversions, assignments and interest
totals $6,009,326 as of October 31, 2014. Capitalized terms used and not defined herein shall have the meanings set forth
in the respective Notes. The non-audited net total in dollars for all the above notes: is $6,009,326 as of October 31, 2014.
| 1. | Note A, originally issued at $4,388,526, previously reduced
to $4,385,326, will be further reduced to $2,148,326. $2,237,000 of this Note will be converted into Next 1 Interactive, Inc.
common shares at $0.50 per share, or 4,474,000 common shares. |
| 2. | Note B, originally issued at $1,500,000, has been
previously reduced to $550,000 due to principal reductions and exchanges, including the exchanges into other Notes. |
| 3. | Note C will remain the same - $211,000. |
| 4. | The remaining Notes of $863,000 will continue to
be convertible into Next 1 Interactive, Inc. common shares at $0.50 per share, or 1,726,000 common shares. |
| 5. | In summary, the total amount of $3,100,000 ($2,237,000
and $863,000 above) of Notes will be converted into Next 1 Interactive, Inc. common shares at $0.50 per share, or 6,200,000 (4,474,000
and 1,726,000) common shares. |
| 6. | The Company will also issue 24,800,000 shares at $0.03
per share on the date of this Second Amendment. |
WHEREAS, the
Maker has sought the Holder’s consent to amend the Notes to help Maker build its business operations while allowing it to
continue to only make interest payments to Holder.
NOW, THEREFORE,
in consideration of the mutual covenants contained herein below, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree to amend the Notes as follows:
| 1. | Interest
is to be paid monthly. It is understood that the interest is due on the first day of
each month and payable by the 15th of each month. On February 15, 2015 and March 15,
2015, the first two payments of $15,000 were made. |
| 2. | The Maturity Date of the remaining $2,909,326 of Notes
shall be extended to December 1st, 2016. In addition, on or after December 1, 2016, the Maker shall have the
right to extend the Maturity Date of each of the Notes to December 1st, 2017 provided that all monthly interest payments
of $15,000 due to Holder from Maker under the Notes have been paid. |
| 3. | Interest on the $2,909,326 of Notes will be 6% and be
paid monthly, with payments of $15,000 being made by the 15th of each month. The interest rate is tied to prime. As
prime rises or gets lower, the rate will adjust. |
| 4. | The remaining $2,909,326 of Notes will continue to carry
the right for Holder to convert at any time into Next 1 common stock at a fixed amount of fifty cents ($0.50) cents per share
AND will carry the right for Next 1 to force conversion into the Next 1 common stock based upon 80% of the 5 day trailing average
closing price of the Next 1 common stock. Upon the conversion of these remaining Notes by the Holder, the Company will issue 23,274,608
shares at the closing price per share on the previous date prior to this conversion. |
| 5. | The $90,000 interest payment that was due October 15,
2014, has be paid through the issuance of $75,000 of Preferred B Stock of Next 1 and the issuance of 1,500,000 of Next 1 warrants
at $0.01. The remaining $15,000 was paid by check prior to the execution of this agreement. |
The
$45,000 interest payment that was due January 15, 2015 was paid by check prior to the execution of this agreement.
Thereafter, starting
February 2015, monthly payments of $15,000 are to be made by the 15th of each month. The interest payment is due on
the first of each month and payable no later than the 15th of the month.
| 6. | The Notes, as amended by this Second Amendment along
with the First Amendment executed on February 24, 2014, contain the entire agreement between the parties hereto regarding same,
and there are no other agreements, warranties or representations which are not set forth therein or herein. This Amendment
may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto. |
| 7. | This Amendment shall be governed by and construed and
enforced in accordance with the local laws of the State of Florida applicable to agreements made and to be performed entirely
within the State, without regard to conflict of laws principles. |
| 8. | This Amendment may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument. |
Executed
May 15, 2015.
| NEXT 1 INTERACTIVE,
INC. (“MAKER”) |
HOLDER: |
| By: |
/s/Bill Kerby |
|
By: |
/s/Mark A. Wilton |
|
| |
Bill Kerby – CEO |
|
Mark A. Wilton |