Entry into a Material Definitive

From February 6, 2017 to March 10, 2017, Monaker Group, Inc. (the

Company

,

we

and

us

) raised $1,550,000 from the sale of 775,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock (the

Units

), to fourteen accredited investors in a private offering, at $2 per Unit. Investors in the offering included an entity owned by Don Monaco, the Companys director (100,000 Units for $200,000), and Robert J. Post, the Companys director (50,000 Units for $100,000). The warrants have an exercise price of $2.00 per share and a term of three years, and include no cashless exercise rights.

Item 3.02

Unregistered Sales of Equity Securities.

We claim an exempt ion from registration for the issuances and sales of the Units described above inItem 1.01(which descriptions are incorporated in thisItem 3.02by reference) 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 issuances did not involve a public offering, the recipients were accredited investors, 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. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.

Description

10.1*

Form of Subscription Agreement for Units (February and March 2017)

10.2*

Form of Warrant (February and March 2017 Subscriptions)

* Filed 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.

MONAKER GROUP, INC.

Date: March 10, 2017

By:

/s/ William Kerby

Name:

William Kerby

Title:

Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

10.1*

Form of Subscription Agreement for Units (February and March 2017)

10.2*

Form of Warrant (February and March 2017 Subscriptions)

* Filed herewith.

makes a similar move, sign up!

Other recent filings from the company include the following:

Notice of Exempt Offering of Securities, item 06b - April 26, 2017
Next 1 Interactive, Inc.'s CFO and COO just picked up 100,000 shares - April 25, 2017
Next 1 Interactive: Monaker Group, Inc. 8-K/A - April 25, 2017
Next 1 Interactive: Monaker Group, Inc. 8-K - April 25, 2017
Registration Withdrawal Request - April 25, 2017

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