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): February 24, 2014

 

Next 1 Interactive, Inc.
(Exact name of registrant as specified in its charter)



Delaware  

000-52669

 

26-3509845  

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

 

2690 Weston Road, Suite 200

Weston, FL 33331

 
  (Address of Principal Executive Offices)  


 

(954) 888-9779

Registrant’s telephone number, including area code
  

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On February 24, 2014, Next 1 Interactive, Inc. (the “Company”) entered into a Note Amendment with Mark A. Wilton which, among other things: (i) extended the maturity date to December 1, 2014 on those certain promissory notes dated April 15, 2011, April 15, 2001, April 15, 2011, October 14, 2011, January 3, 2012, January 12, 2012, May 15, 2012 and October 4, 2012, in the respective amounts of $4,388,526, $211,000, $1,500,000, $83,000, $100,000, $100,000, $75,000 and $505,000 (collectively, the “Notes”); (ii) permits the Company to further extend the maturity date of the Notes until December 1, 2015 if all quarterly interest payments are paid in full; (iii) sets the conversion price at a fixed $0.50 per share; and (iv) permits the Company to force a conversion of the Notes into its common stock under certain circumstances .

 

In addition, the Company arranged for Realbiz Media Group, Inc. to issue to Mr. Wilton a warrant exercisable for 12,000,000 shares of the common stock of Realbiz Media Group, Inc. at an exercise price of $0.50 per share.

 

The foregoing description of the Note Amendment and Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Amendment which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are being filed as part of this Report.

 

Exhibit

Number

 

Description

   
4.1 Note Amendment by and between the Company and Mark A. Wilton, as countersigned by Realbiz Media Group, Inc., dated February 24, 2014 *

 

*Filed herewith.

 

 
 

 

SIGNATURE

 

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.

  

  NEXT 1 INTERACTIVE, INC.
     
     
Date: February 27 , 2014 By: /s/William Kerby  
    William Kerby
    Chief Executive Officer
     

 

 

 

 

NOTE AMENDMENT

 

Reference is made to those certain secured convertible promissory notes issued to Mark A Wilton (“Holder”) by Next 1 Interactive, Inc. (“Maker” or “Next 1”), dated April 15, 2011, April 15, 2001, April 15, 2011, October 14, 2011, January 3, 2012, January 12, 2012, May 15, 2012 and October 4, 2012, respectively, in the amounts of $4,388,526, $211,000, $1,500,000, $83,000, $100,000, $100,000, $75,000 and $505,000, respectively and totaling $6,962,526 , copies of which are attached hereto (the “Notes”). The current balance of these Notes after conversions, assignments and interest totals $6,055,095 as of November 30, 2013. Capitalized terms used and not defined herein shall have the meanings set forth in the respective Notes.

 

WHEREAS , the Maker has sought the Holder’s consent to amend the Notes to help Maker build its business operations while allowing it to continue to only make interest payments to Holder.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Notes as follows:

 

1. The Maturity Date of each of the Notes shall be extended to December 1 st , 2014. In addition, on or after December 1, 2014, the Maker shall have the right to extend the Maturity Date of each of the Notes to December 1 st , 2015 provided that all quarterly interest payments of $90,000 due January 15, April 15, July 15 and October 15, 2014 due to Holder from Maker under the Notes have been paid.

 

2. The Variable Conversion Price as applied to each of the Notes shall no longer be based or determined on Market Price and shall instead be defined as a fixed amount of fifty cents ($.50) per share. The adjustment of the conversion price to this agreed to floor will allow Next 1 to obtain additional financing and implement certain new programs as described in Attachment “A”.

 

 
 

 

3. The Maker shall have the right to convert the unpaid principal amount of the Notes and any interest accrued thereon into the Next 1 Interactive, Inc. Stock upon ninety (90) days prior written notice to Holder following the earlier to occur of: (i) the Maker’s filing of a quarterly or annual report with the Securities and Exchange Commission which reports that the Company (Maker or its subsidiary RealBiz Media Group, Inc.) generated operating profit from its operations during the fiscal quarter to which the report relates; or (ii) the closing price for the Maker’s common stock on its principal market equals or exceeds one dollar and fifty cents ($1.50) and has held that value or better for more than 10 consecutive days and that all Next 1 Interactive, Inc. Common shares given to Holder shall be free and clear with no restrictions .

 

4. In addition, Holder shall receive on the date hereof a warrant to purchase 12,000,000 shares of RealBiz Media Group, Inc. at a warrant exercise price of fifty cents ($.50) per share, exercisable for a period of one (1) year from issuance provided that Holder has not declared any default under the Notes. The exercise of warrants into common shares of RealBiz will have no Company restrictions imposed and will only be subject to those restrictions imposed by SEC. The Holder shall have the right to extend the exercisable period of these warrants for an additional year in the event he extends the Notes.

 

5. The Notes, as amended by this Amendment, contain the entire agreement between the parties hereto regarding same, and there are no other agreements, warranties or representations which are not set forth therein or herein. This Amendment may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto.

 

6. This Amendment shall be governed by and construed and enforced in accordance with the local laws of the State of Florida applicable to agreements made and to be performed entirely within the State, without regard to conflict of laws principles.

 

7. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

 

 

 
 

 

Executed February 24, 2014.

 

NEXT 1 INTERACTIVE, INC. (“MAKER”)HOLDER:

 

 

By: /s/Bill Kerby   /s/ Mark A. Wilton  
  Bill Kerby – CEO Mark A. Wilton

 

 

 

ACKNOWLEDGED AND AGREED

 

Regarding Section 4 above

 

 

 

REALBIZ MEDIA GROUP, INC.

 

 

By: /s/ Bill Kerby  
  Bill Kerby – CEO

 

 

 

 

 

 

 
 

 

Attachment “A”

 

As part of this agreement the Company undertakes to use its best efforts to begin to implement new travel programs in efforts to cause revenue generation. As part of these efforts the company will complete the following projects within 90 days of the execution of this note.

 

 

1. To complete a joint venture transaction with Mark Travel for co-ownership of the VoyageTV film assets and website.

 

2. To cause Realbiz to issue not less than an additional 22 million Preferred A shares to Next 1.

 

 

3. To cause Realbiz to transfer to Next 1 the necessary rights required to allow Next 1 to utilize the RealBiz technology platforms such that Next 1 can adapt the technology at its expense for use in a travel agent environment. Such transfer will be done at no cost to Next 1 and all modifications will be done at Next 1’s expense.