Current Report Filing (8-k)
December 28 2018 - 5:03PM
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 24, 2018
Monaker
Group, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
|
(State
or other jurisdiction of incorporation)
|
|
000-52669
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26-3509845
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2893
Executive Park Drive, Suite 201
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. ☐
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
, pursuant to
the requirements of
Item 3.02
of Form 8-K:
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•
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On October 16, 2018 and effective September 1, 2018, the Company
entered into a Consulting Agreement, pursuant 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.
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•
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On
November 26, 2018, the Company issued 45,000 shares of restricted common stock to a consultant, pursuant to a consulting agreement,
in consideration for the consultant providing media management services valued at $58,050.
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|
•
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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
”).
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|
•
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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.
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•
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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.
|
|
•
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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.
|
|
•
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On December 19, 2018, the Company issued 15,000 shares of restricted
common stock, valued at $30,000, to an employee pursuant to the terms of an Employment Incentive Agreement. The shares were issued
under the Plan.
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•
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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.
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•
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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.
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•
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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.
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We claim an exemption from
registration for the issuances and grants 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 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 pursuant 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.
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:
December 28, 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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