Entry into a Material Definitive

On January 25, 2016, Monaker Group, Inc. (the Company)closed an offering (the Offering) of an aggregate of 240,000 units to Donald P. Monaco Insurance Trust (Monaco Insurance Trust), an accredited investor, at a price per unit of $2.50 (the Units) with each Unit consisting of (i) one (1) share of the Companys common stock, par value $0.00001 per share (the Common Stock), and (ii) one (1) warrant (the Warrant) to acquire one (1) share of Common Stock at an exercise price of $1.50 per share, for aggregate cash proceeds of $600,000. Donald P. Monaco, a member of our Board of Directors, is the trustee of the Monaco Insurance Trust.

The Warrants issued in the Offering expire on January 21, 2017, may be exercised on a cashless basis, and contain certain anti-diluti on protection provisions, including those that are triggered upon the payment by the Company of a stock dividend, if the Company subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares, or if the Company combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. The foregoing description of the Warrants is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Company intends to use the net proceeds of the above-described Offering for working capital and general corporate purposes, including without limitation, to purchase assets to enhance the Companys strategy. TheOffering constitutes a private placement offering in which the Company had offered for sale up to 240,000 Units, all of which were purchased for gross proceeds of $600,000 by the Monaco Insurance Trust. Mr. Monaco is the trustee of the Monaco Insurance Trust. The private placement is now terminated.

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item1.01 of this Current Report is incorporated by reference in response to this Item3.02.

The 240,000 Units and related shares of Common Stock and Warrants and the shares of Common Stock underlying the Warrants sold in the Offeringwere not registered under the Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investor is an accredited investor as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.

Item 9.01.

Financial Statements and Exhibits.







Form of Warrant (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (000-52669) filed with the Securities and Exchange Commission on October 7, 2015)


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.


Date: January 29, 2016


/s/ William Kerby


William Kerby


Chief Executive Officer

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