Current Report Filing (8-k)
November 27 2017 - 5:23PM
Edgar (US Regulatory)
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): November 21, 2017
Monaker
Group, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
|
(State
or other jurisdiction of incorporation)
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000-52669
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26-3509845
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2690
Weston Road, Suite 200
Weston,
Florida 33331
(Address
of principal executive offices zip code
)
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry
into a Material Definitive Agreement.
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Property
Purchases Agreement
On
November 21, 2017, Monaker Group, Inc. (the “
Company
”, “
we
” and “
us
”)
entered into a Purchase Agreement (the “
Property Purchase Agreement
”) with A-Tech LLC on behalf of its wholly-owned
subsidiary Parula Village Ltd. (“
A-Tech
”). Pursuant to the Property Purchase Agreement, on November 21, 2017,
we purchased from A-Tech ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “
Property
”).
Additionally, pursuant to the Property Purchase Agreement and an addendum thereto (the “
Purchase Addendum
”),
A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “
Construction
”).
In
consideration for the acquisition of the Property and the Construction obligation, we issued A-Tech 600,000 shares of restricted
common stock valued at $1.5 million or $2.50 per share (the “
Property Shares
”). In the event the average closing
price of the Company’s common stock for the 10 trading days prior to the 90
th
day after the closing of the transaction
is less than $2.50 per share, we have the option to issue up to an additional 100,000 shares of our restricted common stock such
that the value of the shares issued to A-Tech totals $1.5 million (subject to the 100,000 share maximum). In the event any encumbrances,
taxes, levies, claims or liens of any kind are brought against the Property within 24 months of the closing, we have the right
at our sole discretion to either unwind the transaction and cancel all the shares issued to A-Tech or have A-Tech take actions
to settle such claims. A-Tech also agreed to a leak out provision which prohibits it from selling shares of common stock exceeding
30% of the weekly volume of the our common stock, up to a maximum of 240,000 shares each quarter, starting 180 days from the closing
(provided that A-Tech is prohibited from selling any shares prior to the 180
th
day following the closing). Additionally,
A-Tech granted us (or our assigns) a 48 hour first right of refusal to purchase any shares of common stock proposed to be sold
by A-Tech at $2.50 per share, prior to A-Tech selling any such shares in the open market.
A-Tech
agreed to warrant the Construction for one year after occupancy and in the event there are any repairs required in connection
with such Construction, A-Tech agreed that if it did not pay such repairs we could cancel up to 200,000 of the shares issued to
A-Tech based on a valuation for cancellation purposes of $1 per share.
The
Purchase Addendum requires that A-Tech provide architectural plans for the Construction within 90 days of the closing of the acquisition
and complete the Construction within 270 days from the closing.
The
description of the Property Purchase Agreement and Purchase Addendum above is not complete and is qualified in its entirety by
the full text of the Property Purchase Agreement and Purchase Addendum, copies of which are filed herewith as
Exhibits 10.1
and 10.2
, respectively, and which are incorporated by reference in this
Item 1.01
in their entirety.
Item 2.01
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Completion
of Acquisition or Disposition of Assets.
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As
described above in
Item 1.01
, which information is incorporated in this
Item 2.01
by reference, on
November 21, 2017, we entered into the Property Purchase Agreement and acquired rights to the Property.
Item 3.02
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Unregistered
Sales of Equity Securities.
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As
described above in
Item 1.01
, in connection with the Property Purchase Agreement and Purchase Addendum, we issued
600,000 shares of restricted common stock to A-Tech. We claim an exemption from registration for the issuance and sale described
above pursuant 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 did not involve a public offering, the recipient was (a) an “
accredited
investor
”; and/or (b)
had access to similar documentation and information as would be required in a Registration Statement under the Securities Act,
the recipient acquired 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 sold are
subject to transfer restrictions, and the certificates evidencing the securities 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 pursuant to
an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or
sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state
securities laws.
Item 9.01
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Financial
Statements and Exhibits
.
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(d)
Exhibits
Exhibit
Number
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Description
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10.1*
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Purchase
Agreement Between Monaker Group, Inc. and A-Tech LLC dated November 21, 2017
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10.2*
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Addendum
to Purchase Agreement Between Monaker Group, Inc. and A-Tech LLC dated November 21, 2017
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*
Filed herewith.
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SIGNATURES
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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MONAKER
GROUP, INC.
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Date:
November 27, 2017
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By:
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/s/
William Kerby
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Name:
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William
Kerby
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX