Attached files
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): May 18,
2021
Monaker Group,
Inc.
(Exact name of Registrant as specified in its
charter)
Nevada
(State
or other jurisdiction of incorporation)
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001-38402
(Commission
File Number)
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26-3509845
(I.R.S.
Employer Identification No.)
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1560 Sawgrass Corporate Parkway, Suite 130 Sunrise,
Florida
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33323
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
(954) 888-9779
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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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock,
$.0001
Par Value Per Share
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MKGI
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The
NASDAQ Stock Market LLC
(Nasdaq
Capital Market)
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2021, Monaker Group, Inc. (the
“Company”),
entered into an underwriting agreement (the
“Underwriting
Agreement”) with
Kingswood Capital Markets, division of Benchmark Investments, Inc.
(“Kingswood”),
as representatives of the underwriters name therein (the
“Underwriters”),
pursuant to which the Company agreed to sell to the Underwriters in
a firm commitment underwritten public offering (the
“Offering”)
an aggregate of 3,230,000 shares of the Company’s common
stock, par value $0.00001 per share (the “Common
Stock”), at a public
offering price of $2.50 per share. The
Company also granted the
underwriters a 45-day option to purchase up to an additional
484,500 shares of Common Stock to cover over-allotments, if any,
which over-allotment option was exercised in
full. The Offering closed
on May 18, 2020.
Kingswood acted as sole book-running managers for
the Offering. The shares of Common Stock sold in the Offering were
offered and sold by the Company pursuant to an effective shelf
registration statement on Form S-3, which was filed with the
Securities and Exchange Commission (the “SEC”) on April 17, 2018 and declared effective
on July 2, 2018 (File No. 333-224309) (the
“Registration
Statement”). The Offering
was made by means of a prospectus forming a part of the effective
registration statement. The Company paid the Underwriters a cash
fee equal to 6% of the aggregate gross proceeds received by the
Company in connection with the Offering, paid the Underwriters a
non-accountable expense allowance equal to 1% of the aggregate
gross proceeds received by the Company in connection with the
Offering, and reimbursed certain expenses of the
Underwriters.
The net proceeds to the Company from the Offering,
after deducting the underwriting discounts and commissions and
Offering expenses, are expected to be approximately $8.5 million.
The Company intends to use the net proceeds from the Offering to
repay approximately $4.2 million owed to Streeterville Capital,
LLC, provide capital to International Financial Enterprise Bank,
Inc. (“IFEB”)
in advance of the closing of the acquisition of control of IFEB
(which acquisition is pending, subject to closing conditions, and
may not be completely timely, if at all), for general corporate
purposes and working capital or for other purposes that the Board
of Directors, in their good faith, deems to be in the best interest
of the Company. We may also use all or a portion of the remaining
net proceeds from this offering (after the payments described
above) to fund possible investments in, or acquisitions of,
complementary businesses, technologies or products; however, we
currently have no definitive agreements or commitments with respect
to any investment or acquisition.
The
Underwriting Agreement contains customary representations and
warranties that the parties made to, and solely for the benefit of,
the other party in the context of all of the terms and conditions
of that agreement and in the context of the specific relationship
between the parties. The provisions of the Underwriting Agreement,
including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such
agreements and are not intended as documents for investors and the
public to obtain factual information about the current state of
affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained
in the Company’s filings with the Securities and Exchange
Commission.
Pursuant
to the Underwriting Agreement, the Company agreed, subject to
certain exceptions, not to offer, issue or sell any shares of
Common Stock or securities convertible into or exercisable or
exchangeable for shares of Common Stock for a period of 45 days
following the Offering, without the prior written consent of
Kingswood.
In
connection with the Offering, each of our officers and directors
agreed, subject to certain exceptions, not to offer, issue, sell,
contract to sell, encumber, grant any option for the sale of or
otherwise dispose of any shares of our Common Stock or other
securities convertible into or exercisable or exchangeable for
shares of our Common Stock for a period of 45 days after the
Offering is completed, without the prior written consent of
Kingswood.
The foregoing summary of the terms of the
Underwriting Agreement and Lock-Up Agreement is subject to, and
qualified in its entirety by reference to, a copy of the
Underwriting Agreement and form of Lock-Up Agreement that are filed
as Exhibits
1.1 and 10.1 to
this Current Report on Form 8-K and are incorporated herein by
reference.
This
Current Report on Form 8-K does not constitute an offer to sell any
securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
A copy of the opinion of The McGeary Law Firm,
P.C., relating to the validity of the issuance of the shares of
Common Stock, is attached as Exhibit
5.1 hereto.
Item 8.01. Other Events.
On May 13, 2021, the Company issued a press
release announcing the pricing of the Offering. On May 18, 2021,
the Company issued a press release announcing the closing of the
Offering. Copies of the press releases are attached hereto
as Exhibits
99.1 and 99.2,
respectively, and are incorporated herein by
reference.
Forward- Looking Statements
This Current Report on Form 8-K contains
forward-looking statements that are made pursuant to the safe
harbor provisions within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended and the Private Securities
Litigation Reform Act, as amended. Forward-looking statements are
based on management’s current expectations and are subject to
risks and uncertainties, many of which are beyond our control, that
may cause actual results or events to differ materially from those
projected. These risks and uncertainties, many of which are beyond
our control, include the ability of the Company to satisfy certain
conditions to closing the Offering on a timely basis or at all, as
well as other risks described in the section entitled
“Risk
Factors” and elsewhere in
our Annual Report on Form 10-K filed with the SEC on May 29, 2020
and in our other filings with the SEC, including, without
limitation, our reports on Forms 8-K and 10-Q, all of which can be
obtained on the SEC website at www.sec.gov.
Readers are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date on
which they are made and reflect management’s current
estimates, projections, expectations and beliefs. We expressly
disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations or any changes in
events, conditions or circumstances on which any such statement is
based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
Exhibit Number
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Description
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* Filed herewith.
** Furnished herewith.
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: May 18,
2021
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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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