Current Report Filing (8-k)
January 05 2018 - 06:04AM
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): December 22, 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).
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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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On
or around December 22, 2017, Monaker Group, Inc. (the “
Company
”, “
we
” or “
us
”)
entered into a Settlement Agreement with RealBiz Media Group, Inc., our former consolidated subsidiary (“
RealBiz
”),
NestBuilder.com Corp. (“
Nestbuilder
”) and American Stock Transfer & Trust Company, LLC (“
AST
”)
relating to the dismissal with prejudice of the following lawsuits which were pending as of the date of the Settlement Agreement:
Case Number 1:16-cv-61017-FAM; Case No.: CACE-16-019818; Case No.: 16-24978-CIV-GRAHAM; Case No.: C.A 2017-0189; Case No.:
2017-0351 and Case No.: 2017-0189-JRS
(each as described in greater detail in our Quarterly Report on Form 10-Q for the quarter
ended August 31, 2017, as filed with the Securities and Exchange Commission on October 23, 2017)
.
As
part of the Settlement Agreement, we agreed to pay NestBuilder $100,000 and to issue 20,000 shares of our restricted common stock
to person(s) to be designated by NestBuilder; RealBiz agreed to reinstate to us 44,470,101 shares of RealBiz Series A Convertible
Preferred Stock and ratify all rights under the Certificate of Designation as reformed and amended of the RealBiz Series A Convertible
Preferred Stock (e.g., to provide for a conversion ratio of 1 share of RealBiz common stock for each 1 share of RealBiz Series
A Convertible Preferred Stock converted from time to time) and remove any dividend obligations. The RealBiz designation of the
Series A Convertible Preferred Stock was also amended to provide us with anti-dilution protection below $0.05 per share. The agreement
further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party.
Item 3.02
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Unregistered
Sales of Equity Securities.
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As
described above in
Item 1.01
above, in connection with the Settlement Agreement we agreed to issue 20,000 shares of
restricted common stock to person(s) to be designated by Nestbuilder. We claim/will claim an exemption from registration for the
issuance 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/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 pursuant to an exemption therefrom.
Item 9.01
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Financial
Statements and Exhibits
.
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(d)
Exhibits
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:
January 4, 2018
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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