Attached files
| file | filename |
|---|---|
| EX-99.1 - NextPlay Technologies Inc. | v200488_ex99-1.htm |
| EX-4.1 - NextPlay Technologies Inc. | v200488_ex4-1.htm |
| EX-10.1 - NextPlay Technologies Inc. | v200488_ex10-1.htm |
| EX-10.2 - NextPlay Technologies Inc. | v200488_ex10-2.htm |
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): October 26, 2010
NEXT
1 INTERACTIVE, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-52669
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26-3509845
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(State or other jurisdiction of
incorporation or organization)
|
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(Commission File Number)
|
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(IRS Employee Identification No.)
|
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2400
N Commerce Parkway, Suite 105
Weston, Florida 33326
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(Address
of principal executive offices)
|
(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:
¨ 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
October 26, 2010, Next 1 Interactive, Inc. (the “Company”), signed a $15 million
purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund,
LLC, an Illinois limited liability company (“LPC”). Upon signing the
Purchase Agreement, the Company received $200,000 from LPC as an initial
purchase payment under the $15 million commitment in exchange for (i) 400,000
shares of the Company’s common stock and (ii) a warrant to purchase 800,000
shares of the Company’s common stock at an exercise price of $1.00 per
share. The Company also entered into a registration rights agreement
with LPC (the “Registration Rights Agreement”), whereby the Company agreed to
file a registration statement related to the transaction with the U.S.
Securities & Exchange Commission (the “SEC”) covering the shares that may be
issued to LPC under the Purchase Agreement. After the SEC has declared effective
the registration statement related to the transaction, the Company has the
right, in its sole discretion, over a 30-month period to sell the Company’s
shares of common stock to LPC in amounts up to $500,000 per sale, depending on
certain conditions as set forth in the Purchase Agreement, up to the aggregate
maximum commitment of $15 million.
There are
no upper limits to the price LPC may pay to purchase the Company’s common stock
and the purchase price of the shares related to the potential $14.8 million of
future funding will be based on the prevailing market prices of the Company’s
shares immediately preceding the time of sales without any fixed discount, and
the Company will control the timing and amount of any future sales of shares to
LPC. LPC shall not have the right or the obligation to purchase any
shares of the Company’s common stock on any business day that the price of the
Company’s common stock is below $0.25.
As
further consideration for entering into the Purchase Agreement, the Company
issued 487,805 shares of the Company’s common stock to LPC as a commitment fee
and further, the Company shall issue up to 731,708 shares pro rata as LPC
purchases the remaining $14.8 million. The Purchase Agreement may be terminated
by the Company at any time at the Company’s discretion without any further cost
to the Company. Except for a limitation on variable priced
financings, there are no financial or business covenants, restrictions on future
fundings, rights of first refusal, participation rights, penalties, or
liquidated damages in the Purchase Agreement. The proceeds received
by the Company under the Purchase Agreement are expected to be used for the
further development of the R&RTV Network and the Travel and Real Estate
Video on Demand platforms. Any additional funds will be used to
improve other lines of business and to make acquisitions of companies in the
same sector.
The
foregoing description of the Purchase Agreement and the Registration Rights
Agreement are qualified in their entirety by reference to the full text of the
Purchase Agreement and the Registration Rights Agreement, a copy of each of
which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of
which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity
Securities.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02.
In
addition, the Company is relying on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Act”), for the
private placement of the securities the Company has issued under the Purchase
Agreement pursuant to Section 4(2) of the Act.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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4.1
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Warrant
issued to Lincoln Park Capital Fund, LLC.
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10.1
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Purchase
Agreement, dated as of October 26, 2010, by and between Next 1
Interactive, Inc. and Lincoln Park Capital Fund, LLC.
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10.2
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Registration
Rights Agreement, dated as of October 26, 2010, by and between Next 1
Interactive, Inc. and Lincoln Park Capital Fund, LLC.
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99.1
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Press Release |
SIGNATURES
P ursuant
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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Dated:
November 1, 2010
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By:
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/s/ William Kerby
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William
Kerby
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Chief
Executive Officer
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