NextPlay Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-31: Form 8-K; Period of report 2020-12-28; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2020-12-18: Form 8-K; Period of report 2020-12-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.08 Shareholder Director Nominations; 8.01 Other Events; Details 5.02.
- 2020-12-14: Form 8-K; Period of report 2020-12-08; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2020-12-01: Form 8-K; Period of report 2020-12-01; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-31 | 8-K | 2020-12-28 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 28, 2020, the Company issued a press release announcing the pricing of the Offering. | mkgi-8k_122820.htm |
| 2020-12-18 | 8-K | 2020-12-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.08 Shareholder Director Nominations; 8.01 Other Events | 5.02 On December 14, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”) promoted Mr. Sirapop ‘Kent’ Taepakdee to the position of Chief Financial Officer of the Company. 5.08 The information below under Item 8.01 of this Form 8-K, under the heading “Shareholder Proposals for 2021 Annual Meeting”, is incorporated by reference into this Item 5.08, to the extent applicable. 8.01 Effective on December 11, 2020, the Company entered into a letter agreement with Dr. Jason Morton (“Morton”), which revised the terms of the November 2, 2020 Stock Purchase Agreement entered into with Morton, as previously disclosed on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 19, 2020. | mkgi-8k_121120.htm |
| 2020-12-14 | 8-K | 2020-12-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 above under the heading “December 2020 HotPlay Convertible Note”, including, but not limited to, the description of such December 2020 Note and $350,000 HotPlay loan, are incorporated into this Item 2.03 in their entirety by reference. 3.02 The issuance of the December 2020 HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it was an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. | mkgi-8k_120820.htm |
| 2020-12-01 | 8-K | 2020-12-01 | 7.01 Regulation FD Disclosure | 7.01 On December 1, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”) filed a press release disclosing an entry into a letter of intent relating to an initial coin offering (ICO) planned to be undertaken by Longroot (Thailand) Limited, which the Company holds an indirect majority interest in, which is regulated by the Securities and Exchange Commission of Thailand. | mkgi-8k_120120.htm |
| 2020-11-27 | 8-K | 2020-11-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, under the heading “Streeterville Note Purchase” (including, but not limited to the description of the Streeterville Note), to the extent required by this Item 2.03, is incorporated herein by reference. 3.02 The issuance of the 2nd November 2020 HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it was an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. 3.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, under the heading “Streeterville Note Purchase” (including the description of the Note Purchase Agreement, Streeterville Note, and Investor Note), to the extent required by this Item 3.03, is incorporated herein by reference. | mkgi-8k_112320.htm |
| 2020-11-19 | 8-K | 2020-11-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information and disclosures in Item 1.01 above relating to the SPA and the Company’s acquisition of Longroot, and the related documents, agreements and disclosures associated therewith, are incorporated by reference in this Item 2.01 in their entirety. 2.03 The information in Item 1.01 above under the heading “Longroot Acquisition”, including the disclosures regarding the Company’s requirement to make the Remaining Cash Payments is incorporated by reference in this Item 2.03 in its entirety. 3.02 In connection with the closing of the SPA, as discussed in Item 1.01, above, the Company issued 200,000 shares of restricted common stock to Morton. 7.01 On November 19, 2020, the Company filed a press release announcing the acquisition of Longroot. 8.01 On November 2, 2020, the Company received a redemption notice from Iliad Research and Trading, L.P. (“Iliad”), pursuant to the terms of that certain Secured Promissory Note which the Company issued to Iliad on April 3, 2020 (the “Iliad Note”). | mkgi-8k_111620.htm |
| 2020-11-18 | 8-K | 2020-11-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 The information and disclosures in Item 1.01 above relating to the A&R Axion Exchange Agreement and the Company’s acquisition of the Axion Shares and Axion Debt, the related documents, agreements and disclosures associated therewith, are incorporated by reference in this Item 2.01 in their entirety. 3.02 In connection with the A&R Axion Exchange Agreement, as discussed in Item 1.01, above, the Company issued the Series B Shares to the Axion Stockholders, the Series C Shares to the Axion Creditors and granted the Creditor Warrants to Cern One. 3.03 To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 The Series B Designation, which was approved by the Board of Directors of the Company on November 12, 2020, and filed by the Company with the Secretary of State of Nevada on November 13, 2020, designated 10,000,000 shares of Series B Preferred Stock, $0.00001 par value per share. 7.01 On November 18, 2020, the Company filed a press release announcing the closing of the A&R Axion Exchange Agreement. | mkgi-8k_111220.htm |
| 2020-11-06 | 8-K | 2020-11-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 above under the heading “November 2020 HotPlay Convertible Note”, including, but not limited to, the description of such HotPlay November 2020 Note and loan, is incorporated into this Item 2.03 in its entirety by reference. 3.02 The issuance of the November 2020 HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it was an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. | mkgi-8k_110220.htm |
| 2020-10-29 | 8-K | 2020-10-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | mkgi-8k_102820.htm |
| 2020-10-06 | 8-K | 2020-10-06 | 8.01 Other Events | mkgi-8k_100620.htm | |
| 2020-10-05 | 8-K | 2020-09-30 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Monaker Group, Inc. (the “Company”, “we” and “us”), has been advised by Thayer O’Neal Company, LLC (“Thayer”), the Company’s independent registered public accounting firm, that Thayer has applied for de-registration from the Public Company Accounting Oversight Board (PCAOB). | mkgi-8k_093020.htm |
| 2020-10-01 | 8-K | 2020-09-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the HotPlay Note in Item 1.01 above is incorporated into this Item 2.03 in its entirety by reference. 3.02 The issuance of the HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it is an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. | mkgi-8k_093020.htm |
| 2020-09-24 | 8-K | 2020-09-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the HotPlay Note in Item 1.01 above is incorporated into this Item 2.03 in its entirety by reference. 3.02 The issuance of the HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it is an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. | mkgi-8k_091820.htm |
| 2020-09-08 | 8-K | 2020-09-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the HotPlay Note in Item 1.01 above is incorporated into this Item 2.03 in its entirety by reference. 3.02 The issuance of the HotPlay Note is intended to be exempt from registration 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 issuance did not involve a public offering, the recipient confirmed that it is an “accredited investor”, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | mkgi-8k_083120.htm |
| 2020-08-17 | 8-K | 2020-08-17 | 7.01 Regulation FD Disclosure | 7.01 Monaker Group, Inc. (the “Company”, “we” and “us”) has prepared a presentation relating to the anticipated benefits to the Company relating to the (a) Share Exchange Agreement with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay; and (b) Share Exchange Agreement with certain stockholders holding shares of Axion Ventures, Inc. (“Axion”) and certain debt holders holding debt of Axion, the entry into which agreements and the terms thereof, were previously disclosed in the Current Report on Form 8-K which we filed with the SEC on July 23, 2020. | mkgi-8k_081120.htm |
| 2020-07-27 | 8-K | 2020-07-24 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On July 24, 2020, the Company issued a press release announcing the pricing of the Offering. | mkgi-8k_072420.htm |
| 2020-07-23 | 8-K | 2020-07-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 On July 21, 2020, the Company borrowed an additional $50,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), under the terms of an Amended and Restated Promissory Note. 3.02 In total the HotPlay Percentage and Axion Percentage (without taking into account any of the Axion Creditor Warrants issuable upon closing of the Axion Exchange Agreement, which are subject to vesting), will total 82.6% of the Company’s Post-Closing Capitalization, and the current stockholders of Monaker will hold 17.4% of the Company’s Post-Closing Capitalization, at Closing. 8.01 On July 23, 2020, the Company published a press release announcing the entry into the Exchange Agreements and the related transactions. | mkgi-8k_072120.htm |
| 2020-07-08 | 8-K | 2020-07-07 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On July 7, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”), borrowed an additional $250,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), under the terms of an Amended and Restated Promissory Note. | mkgi-8k_070720.htm |
| 2020-06-12 | 8-K | 2020-06-10 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On June 10, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”), borrowed an additional $350,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), under the terms of an Amended and Restated Promissory Note. | mkgi-8k_061020.htm |
| 2020-05-13 | 8-K | 2020-05-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the New Note and PPP Note, to the extent required by this Item 2.03, is incorporated herein by reference. | mkgi-8k_050720.htm |
| 2020-04-29 | 8-K | 2020-04-27 | 8.01 Other Events | 8.01 As previously disclosed in the Current Report on Form 8-K filed by Monaker Group, Inc. (the “Company”, “we” or “us”) on August 22, 2019, on August 21, 2019, the Company closed the transactions contemplated by an Intellectual Property Purchase Agreement dated August 15, 2019 (the “IP Purchase Agreement”) by and between the Company, as buyer, and IDS Inc., as seller (“IDS”). | mkgi-8k_042720.htm |
| 2020-04-09 | 8-K | 2020-04-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by reference. 8.01 Although a formal extension agreement has not been entered into to date, the Company has been in discussions with National Bank of Commerce (“National Bank”) regarding an extension of the $1.2 million line of credit the Company maintains with National Bank. | mkgi-8k_040320.htm |
| 2020-03-30 | 8-K | 2020-03-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 above regarding the Second Note Amendments is incorporated by reference in this Item 2.03 in its entirety. | mkgi-8k_032620.htm |
| 2020-03-17 | 8-K | 2020-03-13 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On March 13, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”), borrowed an additional $100,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), under the terms of an Amended and Restated Promissory Note. | mkgi-8k_031320.htm |
| 2020-02-14 | 8-K | 2020-02-12 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On February 12, 2020, Monaker Group, Inc. (the “Company”, “we” and “us”), borrowed an additional $200,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), under the terms of an Amended and Restated Promissory Note. | mkgi-8k_021220.htm |
| 2020-01-31 | 8-K | 2020-01-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 above regarding the Note Amendments is incorporated by reference in this Item 2.03 in its entirety. | mkgi-8k_012920.htm |
| 2020-01-23 | 8-K | 2020-01-17 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On January 17, 2020, Mr. Omar Jimenez, the Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary of Monaker Group, Inc. (the “Company”), provided notice of his resignation as an officer of the Company, effective on January 31, 2020. | mkgi-8k_011720.htm |