NextPlay Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-12-15: Form 8-K; Period of report 2021-12-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 5.02.
- 2021-11-30: Form 8-K; Period of report 2021-11-23; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-11-12: Form 8-K; Period of report 2021-11-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-11-03: Form 8-K; Period of report 2021-11-01; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-12-15 | 8-K | 2021-12-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 9, 2021, the Board of Directors (the “Board”) of NextPlay Technologies, Inc., a Nevada corporation (the “Company”), appointed Edward Terrence Gardner, Jr. as an independent director of the Company. 7.01 On December 15, 2021, the Company issued a press release announcing the appointment of Mr. Gardner and Farooq Moosa as directors on the Company’s Board. | ea152347-8k_nextplay.htm |
| 2021-11-30 | 8-K | 2021-11-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 23, 2021, the Board of Directors (the “Board”) of NextPlay Technologies, Inc., a Nevada corporation (the “Company”), appointed Farooq Moosa as an independent director of the Company to fill the vacant Board seat resulting from Stacey Riddell’s resignation on November 9, 2021, as disclosed in that Current Report on Form 8-K filed by the Company on November 12, 2021. | ea151530-8k_nextplaytec.htm |
| 2021-11-12 | 8-K | 2021-11-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 9, 2021, Stacey Riddell resigned as a member of the Board of Directors (the “Board”) of NextPlay Technologies, Inc., a Nevada corporation (the “Company”). | ea150511-8k_nextplay.htm |
| 2021-11-03 | 8-K | 2021-11-01 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 1, 2021, the Company issued a press release announcing the pricing of the Offering, and on November 3, 2021, the Company issued a press release announcing closing of the Offering. | ea149872-8k_nextplaytech.htm |
| 2021-10-25 | 8-K | 2021-10-22 | 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; 3.03 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 “October 2021 Streeterville Capital LLC Note Purchase” (including, but not limited to, the description of the October 2021 Streeterville Note), to the extent required by this Item 2.03, is incorporated herein by reference. 3.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, under the heading “October 2021 Streeterville Capital LLC Note Purchase” (including, but not limited to, the description of the October 2021 Streeterville Note Purchase Agreement and the October 2021 Streeterville Note), each to the extent required by this Item 3.03, is incorporated herein by reference. | nxtp-8k_102221.htm |
| 2021-10-04 | 8-K | 2021-09-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As described above in Item 1.01, which information is incorporated by reference into this Item 3.02 by reference in its entirety, on September 28, 2021, the Company entered into the Preferred Exchange Agreement with NextBank, pursuant to which on October 1, 2021, the Company exchanged 5,070,000 Exchanged Common Shares for the NextBank Preferred Shares. | nxtp-8k_092821.htm |
| 2021-09-24 | 8-K | 2021-09-22 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 1.02 To the extent required by Item 1.02, the information in, and incorporated by reference in, Item 1.01 hereof relating to the Exchange Agreement and the exchange of the Warrant, are incorporated by reference in this Item 1.02 by reference. 2.03 To the extent required by Item 3.03, the information in, and incorporated by reference in, Item 1.01 hereof relating to the Note, is incorporated by reference in this Item 2.03 by reference. 3.03 To the extent required by Item 3.03, the information in, and incorporated by reference in, Item 1.01 hereof is incorporated by reference in this Item 3.03 by reference. | nxtp-8k_092221.htm |
| 2021-09-22 | 8-K | 2021-09-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 16, 2021, NextPlay Technologies, Inc. (the “Company”, “we” and “us”) entered into an Employment Agreement with Nithinan ‘Jess’ Boonyawattanapisut, its Co-Chief Executive Officer and member of its board of directors, which agreement has an effective date of October 1, 2021. 8.01 On September 16, 2021, the Board of Directors approved an updated compensation plan setting forth compensation payable to the non-executive members of the Board of Directors. | nxtp-8k_091621.htm |
| 2021-09-08 | 8-K/A | 2021-06-30 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | nxtp-8ka_063021.htm |
| 2021-09-03 | 8-K | 2021-09-01 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 To the extent required by Item 2.03, the disclosures in Item 1.01 hereof are incorporated by reference in this Item 2.03 by reference. 3.02 The disclosure of the September Streeterville Exchange Agreement and the issuance of the Exchange Shares discussed in Item 1.01 above is incorporated by reference into this Item 3.02 in their entirety. | next-8k_090121.htm |
| 2021-08-25 | 8-K | 2021-08-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on August 19, 2021, the Board of Directors of NextPlay Technologies, Inc. (the “Company”, “we” and “us”), appointed Mr. Andrew Greaves to serve as the Company’s Chief Operating Officer and changed Mr. Timothy Sikora’s titles from Chief Operating Officer of the Company and Chief Information Officer of NextTrip, to Chief Information Officer of the Company and President and Chief Operating Officer of NextTrip. | next-8k_081921.htm |
| 2021-08-25 | 8-K | 2021-08-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The offer and sale of the shares of common stock in connection with the IPP Agreement (as discussed in Item 1.01 above, which information is incorporated by reference into this Item 3.02) 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 will not involve a public offering, the recipient has confirmed that they are an “accredited investor”, and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. 8.01 On August 25, 2021, the Company published a press release announcing the entry into the Token IQ IPP Agreement. | next-8k_081921.htm |
| 2021-08-23 | 8-K | 2021-08-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The offer and sale of the shares of common stock in connection with the IPP Agreement (as discussed in Item 1.01 above, which information is incorporated by reference into this Item 3.02) 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 will not involve a public offering, the recipient have confirmed that they are an “accredited investor”, and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. 8.01 On August 23, 2021, the Company published a press release announcing the entry into the Fighter Base IPP Agreement. | next-8k_081921.htm |
| 2021-07-27 | 8-K | 2021-07-21 | 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; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 As described in greater detail above in Item 1.01, which information is incorporated by reference into this Item 2.01, on April 7, 2021, we entered into the Bill of Sale with the Initial IFEB Sellers and on July 21, 2021, we entered into and closed the IFEB Exchange Agreement with the Additional Sellers, each of which closed on July 21, 2021, at which time, as a result of the closing of both transactions, we acquired control of 100% of IFEB. 2.03 To the extent required by Item 2.03, the disclosures in Item 1.01 hereof relating to the modification of the November 2020 Streeterville Note are incorporated by reference in this Item 2.03 by reference. 3.02 On July 15, 2021, the Company entered into a letter agreement with The Benchmark Company, LLC (“Benchmark”) whereby Benchmark agreed to serve as the Company’s exclusive financial advisor to provide capital markets advisory services and guidance for a term of 12 months, unless earlier terminated due to breach or cause. 3.03 The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference. 5.03 As described in greater detail in the Current Report on Form 8-K filed by the Company with the Commission on July 7, 2021, on June 30, 2021, the Company entered into a Securities Purchase Agreement (the “Go Game SPA”) with David Ng, an individual (the “Go Game Seller”). 8.01 On July 27, 2021, the Company issued a press release announcing the acquisition of IFEB. | nxtp-8k_72121.htm |
| 2021-07-22 | 8-K | 2021-07-22 | 7.01 Regulation FD Disclosure | 7.01 NextPlay Technology, Inc. (the “Company”, “we” and “us”) has prepared a presentation relating to among other things, the Company’s operations, platform, senior leadership, board of directors and potential growth. | nxtp-8k_070221.htm |
| 2021-07-09 | 8-K | 2021-07-02 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On July 2, 2021, NextPlay Technologies, Inc., formerly known as Monaker Group, Inc. (the “Company”, “we” and “us”) filed a Certificate of Amendment (which was subsequently corrected by a Certificate of Correction to the Certificate of Amendment (the “Certificate of Correction”) in connection with a typographical error, as discussed below)(as corrected by the Certificate of Correction, the “Certificate of Amendment”) to its Articles of Incorporation (the “Articles”) with the Secretary of State of the State of Nevada, to change the Company’s name from “Monaker Group, Inc.” to “NextPlay Technologies, Inc.” (the “Name Change”), which Amendment became effective on July 9, 2021. 8.01 In connection with the Name Change, the Company’s common stock, par value $0.00001 per share (the “Common Stock”), will begin trading on the Nasdaq Capital Market under the new ticker symbol “NXTP,” effective as of the opening of trading hours on July 9, 2021 (the “Symbol Change”). | mkgi-8k_070221.htm |
| 2021-07-07 | 8-K | 2021-06-30 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.02 As previously disclosed, to date, HotPlay Enterprise Limited (“HotPlay”) has loaned Monaker Group, Inc. (“Monaker”, the “Company”, “we” and “us”) $15 million pursuant to the terms of the HotPlay Exchange Agreement (defined in Item 2.01, below)(collectively, the “HotPlay Loans”), pursuant to which HotPlay was required to have at least $15 million in cash on hand as of the closing of such HotPlay Exchange Agreement, less amounts loaned to the Company. 2.01 As disclosed in greater detail in the Current Report on Form 8-K filed by the Company with the SEC on July 23, 2020, on July 23, 2020, the Company entered into a Share Exchange Agreement (as amended by the first amendment thereto dated October 28, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2020, the second amendment thereto dated November 12, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, the third amendment thereto dated January 6, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on January 11, 2021, and the fourth amendment thereto dated February 22, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on February 26, 2021, the “HotPlay Exchange Agreement” and the transactions contemplated therein, the “HotPlay Share Exchange”) with HotPlay and the stockholders of HotPlay (the “HotPlay Stockholders”). 3.02 In connection with the closing of the HotPlay Exchange Agreement, we issued 52 million shares of common stock to the former stockholders of HotPlay. 5.01 As a result of the Closing, a change of control of the Company occurred, with the former stockholders of HotPlay obtaining control over the Company. 5.02 Effective upon the Closing of the HotPlay Share Exchange, the April 7, 2021, resignations of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, which were to be effective upon the Closing, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2021, became effective and such persons were deemed to have resigned from the Board of Directors of the Company. 8.01 On July 7, 2021, the Company issued a press release announcing the Closing. | mkgi-8k_063021.htm |
| 2021-07-07 | 8-K | 2021-06-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 In connection with the entry into the Go Game SPA, we agreed to issue 6.1 million shares of a to-be-designated series of Series D Preferred Stock (which will be convertible into shares of common stock of the Company) to the Seller, and agreed to issue additional shares of common stock to the Seller upon our exercise of the Go Game Option, to the extent exercised, as discussed in greater detail above in Item 1.01. | mkgi-8k_063021.htm |
| 2021-06-25 | 8-K | 2021-06-22 | 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 To the extent required by Item 2.03, the disclosures in Item 1.01 hereof are incorporated by reference in this Item 2.03 by reference. 3.02 The disclosure of the Streeterville Exchange Agreement and the issuance of the Exchange Shares discussed in Item 1.01 above is incorporated by reference into this Item 3.02. | mkgi-8k_062221.htm |
| 2021-06-14 | 8-K | 2021-06-14 | 8.01 Other Events | 8.01 On June 14, 2021, Monaker Group, Inc. (the “Company”, “we”, “us”, and “Monaker”) issued a press release announcing the approval by the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “Oficina del Comisionado de Instituciones Financieras” or (“OCIF”), of the Company’s acquisition of 57.1% of the outstanding Class A Common Stock of International Financial Enterprise Bank, Inc., a Puerto Rico corporation licensed as an Act 273-2012 international financial entity headquartered in San Juan Puerto Rico (“IFEB”), which acquisition is disclosed in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on April 7, 2021. | mkgi-8k_061421.htm |
| 2021-06-11 | 8-K | 2021-05-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | mkgi-8k_052021.htm |
| 2021-06-02 | 8-K | 2021-05-26 | 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 To the extent required by Item 2.03, the disclosures in Item 1.01 and Item 8.01 hereof are incorporated by reference in this Item 2.03 by reference. 8.01 We made a required monthly redemption payment of $1,250,000 to Streeterville under the November 2020 Streeterville Note on May 26, 2021, with funds obtained pursuant to our May 2021 underwritten offering. | mkgi-8k_052621.htm |
| 2021-05-21 | 8-K | 2021-05-18 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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. 1.02 To the extent required by Item 1.02, the description of the IP Purchase Amendment, and the termination of the Web Based Booking Engine Development Agreement, is incorporated by reference in this Item 1.02, in its entirety. 2.03 To the extent required by Item 2.03, the description of the IP Purchase Amendment, and the Required Payments, is incorporated by reference in this Item 2.03, in its entirety. | mkgi-8k_051821.htm |
| 2021-05-18 | 8-K | 2021-05-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On May 13, 2021, the Company issued a press release announcing the pricing of the Offering. | mkgi_8k.htm |
| 2021-05-11 | 8-K | 2021-05-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosures in Item 1.01 above are incorporated by reference into this Item 2.01 in their entirety, by reference. 3.02 The issuance of the Monaker Shares 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 will not involve a public offering, the recipient confirmed that it was an “accredited investor”, and the recipient will acquire 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_050621.htm |
| 2021-04-19 | 8-K | 2021-04-15 | 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 information in Item 1.01 above under the heading “April 2021 HotPlay Convertible Note”, including, but not limited to, the description of such April 2021 HotPlay Note and $2,000,000 HotPlay loan, are incorporated into this Item 2.03 in their entirety by reference. 3.02 The issuance of the April 2021 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. 5.02 As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2021, on April 7, 2021, the Company held a special meeting of stockholders (the “Meeting”). | mkgi-8k_041521.htm |
| 2021-04-09 | 8-K | 2021-04-07 | 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; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Convertible Promissory Notes above in Item 1.01, under “Convertible Promissory Notes”, is incorporated by reference in this Item 2.03 in its entirety. 3.02 As described in greater detail above under Item 1.01, under “Warrant Grants”, “Warrant Exchanges” and “Convertible Promissory Notes”, which information is incorporated by reference in this Item 3.02 in its entirety, we granted warrants to purchase an aggregate of 211,900 shares of common stock in March 2021 to various warrant holders, and issued an aggregate of $1,016,314 in Convertible Promissory Notes on April 8, 2021, to Mr. Kerby and MI Partners. 5.02 On April 7, 2021, each of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, each then members of the Board of Directors of the Company, provided letters of resignation to the Company, resigning as directors (and from any other positions they hold with the Company), with such resignations effective automatically as of the closing of the HotPlay Exchange Agreement. 8.01 Also on April 7, 2021, the Board of Directors of the Company ratified the current compensation payable to members of the Board of Directors, which provides that each non-executive member of the Board be paid (a) compensation of 20,000 shares per year; (b) compensation of 5,000 shares per year, if they are the chairperson of any committee of the Board of Directors; and (c) compensation of 10,000 shares per year, to the Chairman of the Board (collectively, the “Board Compensation Terms”), except that all shares due to the Directors serving as of March 1, 2021, for the fiscal year ending February 28, 2022, were agreed to be issued up front and to be fully-vested/earned on the date of grant, instead of vesting over time, as previously awarded. | mkgi-8k_040721.htm |
| 2021-04-08 | 8-K | 2021-04-07 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 7, 2021, Monaker Group, Inc. (the “Company”, “Monaker”, “we” and “us”) held a special meeting of stockholders (the “Meeting”). 8.01 On April 8, 2021, the Company issued a press release disclosing the approval, at the Meeting, of the HotPlay Share Exchange Agreement. | mkgi-8k_040721.htm |
| 2021-04-07 | 8-K | 2021-04-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 7, 2021, the Company issued a press release disclosing the Bill of Sale transaction. | mkgi-8k_040121.htm |
| 2021-04-06 | 8-K | 2021-03-31 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.01 As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended November 30, 2020, under “Part II-Other Information—Item 5. 3.02 We plan to claim an exemption from registration for the issuance of the Consulting Shares (described below in Item 8.01, which disclosure is incorporated by reference into this Item 3.02), as applicable, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the entry into the Consulting Agreements did not involve a public offering, the recipients are (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. 8.01 On March 26, 2021, the Company entered into an Agreement For Consulting Services to be Provided (the “Consulting Agreements”), with six individuals, pursuant to which such persons agreed to provide expertise to the Company in connection with the acceleration and expansion of the Company’s Longroot Initial Coin Offering (ICO) Portal, on a month-to-month basis, beginning on March 20, 2021, and continuing thereafter until the Company provides two weeks’ notice to such consultant of its intent to terminate the applicable consulting agreement. | mkgi-8k_033121.htm |
| 2021-03-26 | 8-K | 2021-03-22 | 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; 3.03 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 “March 2021 Streeterville Note Purchase” (including, but not limited to the description of the March 2021 Streeterville Note, and the effect of the Forbearance Letter on the March 2021 Streeterville Note), each to the extent required by this Item 2.03, is incorporated herein by reference. 3.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, under the heading “2021 Streeterville Note Purchase” (including the description of the March 2021 Note Purchase Agreement, March 2021 Streeterville Note, and March 2021 Investor Note), to the extent required by this Item 3.03, is incorporated herein by reference. | mgki-8k_032221.htm |
| 2021-03-22 | 8-K | 2021-03-16 | 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 “March 2021 HotPlay Convertible Notes”, including, but not limited to, the description of such March 2021 HotPlay Notes and $9,000,000 and $1,000,000 HotPlay loans, are incorporated into this Item 2.03 in their entirety by reference. 3.02 The issuance of the 162,000 shares of restricted common stock pursuant to the Soma joint venture, described in Item 1.01 above, are exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D, or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances did not involve a public offering, and the securities were offered without any general solicitation by us or our representatives. | mkgi-8k_031621.htm |
| 2021-02-26 | 8-K | 2021-02-22 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K relating to the Voting Agreement is incorporated herein by reference. 5.07 Submission of Matters to a Vote of Security Holders. | mkgi-8k_022221.htm |
| 2021-01-13 | 8-K | 2021-01-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously disclosed in the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 31, 2020 (the “Prior Report”), on December 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) and Aegis Capital Corp. (“Aegis”), as representatives of the underwriters named 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 3,080,000 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, which offering closed on December 31, 2020. | mkgi-8k_011321.htm |
| 2021-01-11 | 8-K | 2021-01-06 | 1.01 Entry into a Material Definitive Agreement; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The A&R Series B Designation, as discussed in Item 5.03, below, changed the conversion rate of the outstanding Series B Convertible Preferred Stock of the Company, to fix such conversion rate at 0.74177 of a share of common stock, for each share of Series B Convertible Preferred Stock converted (subject to adjustment in connection with stock splits and stock dividends), which based on the 10,000,000 outstanding shares of Series B Convertible Preferred Stock would total 7,417,700 shares of common stock upon full conversion thereof. 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 Effective on January 5, 2021, the stockholders holding all of the outstanding shares of Series B Convertible Preferred Stock of the Company, via a written consent to action without meeting, approved an amendment and restatement of the designation of the Series B Convertible Preferred Stock, which was previously approved by the Board of Directors, and which amended and restated designation was filed with the Secretary of State of Nevada on January 7, 2021, and became effective on the same date. 5.07 As described above in Item 5.03, which information is incorporated by reference in this Item 5.07, effective on January 5, 2021, via a written consent to action without meeting, all of the shareholders of the Company’s outstanding Series B Convertible Preferred Stock approved the filing of the A&R Series B Designation. 8.01 The Company recently became aware of an error in the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 31, 2020 (the “Prior Report”), to report the closing of the Company’s firm commitment underwritten public offering. | mkgi-8k_010621.htm |
| 2021-01-11 | 8-K | 2021-01-11 | 8.01 Other Events | 8.01 On January 11, 2021, Monaker Group, Inc. (the “Company”, “we” and “us”), issued a press release announcing the entry by Longroot Holding (Thailand) Company Limited, a Thailand company, which the Company indirectly controls, into a formal engagement letter relating to a proposed initial coin offering (ICO). | mkgi-8k_011121.htm |
| 2021-01-07 | 8-K | 2021-01-05 | 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 The information in Item 1.01 above under the heading “January 2021 HotPlay Convertible Note”, including, but not limited to, the description of such January 2021 Note and $150,000 HotPlay loan, are incorporated into this Item 2.03 in their entirety by reference. 3.02 The issuance of the January 2021 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. 8.01 On October 28, 2020, the Company entered into a non-binding Letter of Intent with two stockholders of Axion Ventures, Inc. (“Axion”), which entity the Company acquired 33.85% of on November 16, 2020, as disclosed in the Current Report of Form 8-K, filed by the Company with the Securities and Exchange Commission on November 18, 2020. | mkgi-8k_010521.htm |