Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
on February 6, 2018, the Board of Directors of Monaker Group, Inc. (the “
Company
”, “
we
”
or “
us
”), approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “
Reverse
Split
”).
The
Company’s majority stockholders, effective on September 13, 2017, via a written consent to action without a meeting, provided
the Board of Directors authority to affect a reverse stock split of the Company’s outstanding common stock in a ratio of
between one-for-one and one-for-four, in their sole discretion, without further stockholder approval, by amending the Company’s
Articles of Incorporation, at any time prior to the earlier of (a) September 13, 2018; and (b) the date of the Company’s
2018 annual meeting of stockholders (the “
Stockholder Authority
”). The Reverse Split was affected and approved
by the Board of Directors pursuant to the Stockholder Authority.
Effective
on February 8, 2018, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary
of State of Nevada to effect the 1-for-2.5 Reverse Split of all of the Company’s outstanding shares of common stock, anticipated
to be effective on Monday, February 12, 2018. The Certificate of Amendment is filed herewith as
Exhibit 3.1
.
The
effect of the Reverse Split will be to combine each 2.5 shares of outstanding common stock into one new share, with no change
in authorized shares or par value per share, and to reduce the number of common stock shares outstanding from approximately 20.3
million pre-split shares to approximately 8.1 million post-split shares (prior to rounding). Proportional adjustments will be
made to the exercise prices of, and shares of common stock issuable upon exercise of, the Company’s outstanding warrants,
and to the number of shares issuable under the Company’s equity incentive plan. The Reverse Split will not affect any shareholder’s
ownership percentage of the Company’s common stock, except to the limited extent that the reverse stock split would result
in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.
The
Company’s trading symbol of “
MKGI
” will not change as a result of the Reverse Split, although it is expected
that the letter “
D
” will be appended to the Company’s ticker for approximately 20 trading days following
the effective date to indicate the completion of the Reverse Split. In addition, the common stock will trade under a new CUSIP
number, 609011200.
Item
8.01
Other Events.
On
February 12, 2018, the Company filed a press release disclosing the approval by the Board of Directors of a 1-for-2.5 reverse
stock split and the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect such reverse
stock split. A copy of the press release is furnished herewith as
Exhibit 99.1
.
The
information contained in this Item 7.01 and in Exhibit 99.1 attached to this report is being furnished to the Commission and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a
filing.