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): May 15, 2015

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

¨ 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 May 15, 2015, Next 1 Interactive, Inc. (the “Company”) entered into a Second Note Amendment with Mark A. Wilton (the “Second Note Amendment”), which, among other things addressed the following: (i) an aggregate of $3,100,000 of promissory notes previously issued by the Company to Mr. Wilton were converted into an aggregate of 6,200,000 shares of the Company’s common stock, par value $.00001 per share (the “Common Stock”), at a price of $0.50 per share; (ii) extended the maturity date to December 1, 2016 on the three (3) promissory notes that remained outstanding subsequent to the conversion described above, which notes are all dated April 15, 2011, in the respective principal amounts of $2,148,326 (reduced from a principal amount of $4,385,326 following the conversion of $2,237,000 into shares of Common Stock), $550,000 (reduced from an original principal amount of $1,500,000 due to prior reductions and exchanges into other promissory notes), and $211,000, (collectively, the “Notes”); (iii) permits the Company to further extend the maturity date of the Notes until December 1, 2017 if all monthly interest payments are paid in full; (iv) interest on the Notes is to be paid monthly; (v) the conversion price for the remaining $2,909,326 of Notes will remain at a fixed $0.50 per share; and (vi) the Company will maintain the right to force a conversion of the Notes into shares of Common Stock under certain circumstances.

 

In addition, in lieu of the payment of interest on certain promissory notes, the Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”); and (ii) warrants (the “Warrants”) to purchase 1,500,000 shares of Common Stock at an exercise price of $0.01 per share. The Company also agreed to issue to Mr. Wilton 24,800,000 shares of common stock at a price of $0.03 per share.

 

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

 

Item 3.02. Unregistered Sale of Equity Securities.

 

As described above, on May 15, 2015, the Company issued to Mr. Wilton an aggregate of 6,200,000 shares of Common Stock in connection with the conversion of a total of $3,100,000 of principal amount of certain promissory notes at a conversion price of $0.50 per share of Common Stock. The Company also issued on May 15, 2015, 24,800,000 shares of Common Stock to Mr. Wilton at a price of $0.03 per share. In addition, in lieu of the payment of interest on certain promissory notes, the Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of Series B Preferred Stock; and (ii) Warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.01 per share.

 

The offer and issuance of these shares of Common Stock, the Series B Preferred Stock and Warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time of issuance, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For the issuance of the 6,200,000 shares of Common Stock, the Company intends to rely on the exemption from federal registration under Section 3(a)(9) of the Securities Act. For the issuance of the 24,800,000 shares of Common Stock, the Series B Preferred Stock and the Warrants, the Company intends to rely on the exemption from federal registration under the Section 4(a)(2) of the Securities Act, based on the Company’s belief that the offer and sale of these shares has not and will not involve a public offering and Mr. Wilton is an “accredited investor” as defined under Section 501 promulgated under the Securities Act and no general solicitation has been involved in the offering.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

4.1 Second Note Amendment between Next 1 Interactive, Inc. and Mark A. Wilton, dated May 15, 2015

 

 

 
 

 

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: May 21, 2015 By: /s/ William Kerby  
    William Kerby
    Chief Executive Officer
     

 

 

 

 

Exhibit 4.1

 

SECOND AMENDED 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, 2011, 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, $1,500,000, $211,000, $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”). Here in and thereafter the note in the amount of $4,388,526 shall be known as Note A. The note in the amount of $1,500,000 shall be known as Note B. The note in the amount of $211,000 shall be known as Note C.  The remaining five notes total $863,000 ($83,000, $100,000, $100,000, $75,000 and $505,000). The current balance of all of the above Notes after conversions, assignments and interest totals $6,009,326 as of October 31, 2014.  Capitalized terms used and not defined herein shall have the meanings set forth in the respective Notes. The non-audited net total in dollars for all the above notes: is $6,009,326 as of October 31, 2014.

 

1. Note A, originally issued at $4,388,526, previously reduced to $4,385,326, will be further reduced to $2,148,326. $2,237,000 of this Note will be converted into Next 1 Interactive, Inc. common shares at $0.50 per share, or 4,474,000 common shares.

 

2. Note B, originally issued at $1,500,000, has been previously reduced to $550,000 due to principal reductions and exchanges, including the exchanges into other Notes.

 

3. Note C will remain the same - $211,000.

  

4. The remaining Notes of $863,000 will continue to be convertible into Next 1 Interactive, Inc. common shares at $0.50 per share, or 1,726,000 common shares.

 

5. In summary, the total amount of $3,100,000 ($2,237,000 and $863,000 above) of Notes will be converted into Next 1 Interactive, Inc. common shares at $0.50 per share, or 6,200,000 (4,474,000 and 1,726,000) common shares.

 

 

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6. The Company will also issue 24,800,000 shares at $0.03 per share on the date of this Second Amendment.

 

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. Interest is to be paid monthly. It is understood that the interest is due on the first day of each month and payable by the 15th of each month. On February 15, 2015 and March 15, 2015, the first two payments of $15,000 were made.

 

2. The Maturity Date of the remaining $2,909,326 of Notes shall be extended to December 1 st , 2016.  In addition, on or after December 1, 2016, the Maker shall have the right to extend the Maturity Date of each of the Notes to December 1 st , 2017 provided that all monthly interest payments of $15,000 due to Holder from Maker under the Notes have been paid.

 

3. Interest on the $2,909,326 of Notes will be 6% and be paid monthly, with payments of $15,000 being made by the 15 th of each month. The interest rate is tied to prime. As prime rises or gets lower, the rate will adjust.

 

4. The remaining $2,909,326 of Notes will continue to carry the right for Holder to convert at any time into Next 1 common stock at a fixed amount of fifty cents ($0.50) cents per share AND will carry the right for Next 1 to force conversion into the Next 1 common stock based upon 80% of the 5 day trailing average closing price of the Next 1 common stock. Upon the conversion of these remaining Notes by the Holder, the Company will issue 23,274,608 shares at the closing price per share on the previous date prior to this conversion.

 

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5. The $90,000 interest payment that was due October 15, 2014, has be paid through the issuance of $75,000 of Preferred B Stock of Next 1 and the issuance of 1,500,000 of Next 1 warrants at $0.01.  The remaining $15,000 was paid by check prior to the execution of this agreement.

 

The $45,000 interest payment that was due January 15, 2015 was paid by check prior to the execution of this agreement.

 

Thereafter, starting February 2015, monthly payments of $15,000 are to be made by the 15 th of each month. The interest payment is due on the first of each month and payable no later than the 15th of the month.

 

6. The Notes, as amended by this Second Amendment along with the First Amendment executed on February 24, 2014, 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.

 

7. 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.

 

8. 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.

 

 

 

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Executed May 15, 2015.

 

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

 

 

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

 

 

 

 

 

 

 

 

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