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 4, 2019 

 

Monaker Group, Inc.

(Exact name of Registrant as specified in its charter) 

 

Nevada
(State or other jurisdiction of incorporation)
 
001-38402 26-3509845
(Commission File Number) (I.R.S. Employer Identification No.)

 

2893 Executive Park Drive, Suite 201

Weston, Florida 33331

(Address of principal executive offices zip code )  

 

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 
     
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Donald P. Monaco Insurance Trust Promissory Note

 

On February 4, 2019, Monaker Group, Inc. (the “ Company ”, “ we ” and “ us ”), borrowed $150,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “ Monaco Trust ”). The loan is evidenced by a Promissory Note in the amount of up to $700,000 (the “ Monaco Trust Note ”). The amount owed pursuant to the Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and is due and payable on February 1, 2020, provided that the note may be prepaid at any time without penalty. The Monaco Trust Note contains standard and customary events of default. The balance of the Monaco Trust Note ($550,000) can be accessed by the company at any time over the next 12 months with the approval of Mr. Monaco.

 

The foregoing description of the Monaco Trust Note is not complete and is qualified in its entirety by reference to the full text thereof, filed as  Exhibit 10.1  to this Current Report on Form 8-K, and is incorporated by reference in this  Item 1.01 .  

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in  Item 1.01  regarding the Monaco Trust Note is incorporated in this  Item 2.03  by reference.

 

Item 8.01 Other Events.

 

On February 5, 2019, the Company filed a press release disclosing the items described in Item 1.01 above. A copy of the press release is included herewith as  Exhibit 99.1 , and is incorporated herein by reference in its entirety.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

Exhibit
Number 		  Description
10.1*   $700,000 Promissory Note dated February 4, 2019, entered into by Monaker Group, Inc. in favor of the Donald P. Monaco Insurance Trust
99.1**   Press Release dated February 5, 2019
 

* Filed herewith. 

** Furnished 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: February 5, 2019 By: /s/ Omar Jimenez
    Name:   Omar Jimenez
    Title:    Chief Financial Officer

 

 

     
 

 

EXHIBIT INDEX

 

Exhibit
Number 		  Description
10.1*   $700,000 Promissory Note dated February 4, 2019, entered into by Monaker Group, Inc. in favor of the Donald P. Monaco Insurance Trust
99.1**   Press Release dated February 5, 2019
     
* Filed herewith.   

** Furnished herewith.

 

 

 

 

     

 

 

Monaker Group, Inc. 8-K

 

Exhibit 10.1  

 

 

PROMISSORY NOTE

$700,000.00 February 1, 2019

FOR VALUE RECEIVED, the undersigned, Monaker Group, Inc., a Nevada company, having an address at 2893 Executive Park Drive, Suite 201, Weston FL 33331 (“ Borrower ”), promises to pay to the order of the Donald P. Monaco Insurance Trust (“Lender”), located at 353 E. Liberty Drive, Wheaton, IL 60187, the principal sum of up to SEVEN HUNDRED Thousand ($700,000.00) Dollars (as such funds may be loaned from time to time hereunder, the “ Principal Amount ”), together with interest on the unpaid Principal Amount thereof from the date of the execution (the “ Execution Date ”), at the rates provided herein until February 1, 2020 (the “ Maturity Date ”); provided, however, that from and after (i) the Maturity Date, whether upon stated maturity, acceleration or otherwise, or (ii) the date on which the interest rate hereunder is increased to the Default Rate (as hereinafter defined) as provided herein, such additional interest shall be computed at the Default Rate.

As used herein, the term “ Default Rate ” shall mean a rate of interest of eighteen percent (18.0%) per annum, but in no event shall the Default Rate be in excess of the Maximum Rate (as hereinafter defined).

Principal and interest hereunder shall be payable from the Execution Date, interest on the Principal Amount outstanding hereof shall accrue at the rate of twelve (12.0%) percent per annum, for the period beginning on and including the Execution Date to the Maturity Date of the Loan. All principal, interest and other sums due hereunder shall be due and payable in full on the Maturity Date.

This Note may be prepaid in whole or in part at any time, without penalty or premium.

Borrower hereby waives trial by jury. No extension of time for payment of this Note or any installment hereof, no alteration, amendment or waiver of any provision of this Note and no release or substitution of any collateral securing Borrower’s obligations hereunder shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower under this Note.

Any forbearance by the holder of this Note in exercising any right or remedy hereunder or under any other agreement or instrument in connection with the Loan or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by the holder of this Note. The acceptance by the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

     
 

If this Note is placed in the hands of an attorney for collection, Borrower shall pay all costs incurred and reasonable attorneys’ fees for legal services in the collection effort, whether or not suit be brought.

At the written election of the holder of this Note, all payments due hereunder may be accelerated, and this Note shall become immediately due and payable without notice or demand, upon the occurrence of any of the following events (each an “ Event of Default ”): (1) Borrower fails to pay on or before the date due, any amount of principal and/or interest payable hereunder; (2) Borrower fails to perform or observe any other term or provision of this Note with respect to payment; provided , however , that Borrower shall be provided with a ten (10) calendar day period to cure same; (3) Borrower fails to perform or observe any other term or provision of this Note; provided , however , that Borrower shall be provided with written notice from Lender of any non-monetary default under this Note and a thirty (30) calendar day period to cure same; or (4) there exists a default under or misrepresentation contained in any other agreement, document or certificate of Borrower in connection with the Loan, which default is not cured within any grace period expressly provided therefor in such document. In addition to the rights and remedies provided herein, the holder of this Note may exercise any other right or remedy in any other document, instrument or agreement evidencing, securing or otherwise relating to the indebtedness evidenced hereby in accordance with the terms thereof, or under applicable law, all of which rights and remedies shall be cumulative.

If this Note is transferred in any manner, the right, option or other provisions herein shall apply with equal effect in favor of any subsequent holder hereof.

Notwithstanding anything to the contrary contained herein, under no circumstances shall the aggregate amount paid or agreed to be paid hereunder exceed the highest lawful rate permitted under applicable usury law (the “ Maximum Rate ”) and the payment obligations of Borrower under this Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Note shall include amounts which by law are deemed interest and which would exceed the Maximum Rate, Borrower stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and the holder of this Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to Borrower.

  Page 2 of 5

$700,000 Promissory Note

Monaker Group, Inc. and
the Donald P. Monaco Insurance Trust

 
 

All payments of principal and interest hereunder are payable in lawful money of the United States of America and shall be made as instructed by Lender.

Borrower is hereby prohibited from exercising against Lender, any right or remedy which it might otherwise be entitled to exercise against Lender, including, without limitation, any right of setoff or any defense. Any other claim that Borrower may have, arising from or related to the transaction evidenced by this Note shall be asserted only against the Lender.

This Note shall be binding on the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.

This Note shall be construed without any regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted.

This Note shall be governed by the laws of the State of Florida without regard to choice of law consideration. Borrower hereby irrevocably consents to the jurisdiction of the courts of the State of Florida and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Agreement.

This Note may not be changed or terminated orally.

A determination that any portion of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision to the extent legally permissible and otherwise as it may apply to other persons or circumstances.

JURY TRIAL WAIVER. BORROWER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY BORROWER OR THE HOLDER OF THIS NOTE ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. BORROWER ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE NO DEFENSES OR OFFSETS TO ANY AMOUNTS DUE IN CONNECTION WITH THE LOAN. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR

  Page 3 of 5

$700,000 Promissory Note

Monaker Group, Inc. and
the Donald P. Monaco Insurance Trust

 
 

RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS NOTE.

 

 

 

[Remainder of this page intentionally left blank.] 

 

 

 

 

 

 

 

 

  Page 4 of 5

$700,000 Promissory Note

Monaker Group, Inc. and
the Donald P. Monaco Insurance Trust

 
 

IN WITNESS WHEREOF, the undersigned has executed this Note on the date set forth above.  

WITNESS: BORROWER:
   
  Monaker Group, Inc, a Nevada company
   
   
  By: /s/ Bill Kerby
    Name: Bill Kerby  
    Title: CEO  
   
   

 

/s/ Gesarela Miller    
Name:  

 

 

  Page 5 of 5

$700,000 Promissory Note

Monaker Group, Inc. and
the Donald P. Monaco Insurance Trust

 

 

Monaker Group, Inc. 8-K

 

Exhibit 99.1

 

Monaker Group Receives $700,000 Working Capital Credit Facility

 

WESTON, FL – February 5, 2019 – Monaker Group, Inc. (NASDAQ: MKGI) , a technology leader in the travel and vacation rental markets, today reported it has received a $700,000 working capital line of credit (documented in the form of a promissory note) from the company’s Chairman, Donald P. Monaco, of which the company has received $150,000. The line can be accessed by the company at any time over the next 12 months with the approval of Mr. Monaco, and is anticipated to be used for general working capital.

 

“In addition to Don’s stewardship as our Chairman, his commitment to Monaker’s success has been demonstrated by significant investments through which he has become the company’s largest shareholder”, commented Monaker CEO, William Kerby, who continued, “We are grateful for Don’s financial support, especially at this important time when our growth is accelerating and we begin to generate revenues from the bookings of Monaker’s vacation rental properties by our initial travel distribution partners.”

 

Terms of the credit facility (promissory note) are discussed further in a Current Report on Form 8-K filed today by the Company with the Securities and Exchange Commission.

 

About Monaker Group

Monaker Group, Inc., is a technology-driven travel company focused on delivering innovation to the alternative lodging rental (ALR) market. The Monaker Booking Engine (MBE) provides access to more than one million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging. For more about Monaker Group, visit  www.monakergroup.com .

Important Cautions Regarding Forward Looking Statements

This release includes ''forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinions, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including ''will,'' ''may,'' ''expects,'' ''projects,'' ''anticipates,'' ''plans,'' ''believes,'' ''estimate,'' ''should,'' and certain of the other foregoing statements may be deemed forward-looking statements. Although Monaker believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. All forward-looking statements are expressly qualified in their entirety by the “Risk Factors” and other cautionary statements included in Monaker’s annual, quarterly and special reports, proxy statements and other public filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the company’s Annual Report on Form 10-K for the period ended February 28, 2018 and the company's subsequently filed Quarterly Reports on Form 10-Q, which have been filed with the SEC and are available at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the company.

Company Contact:

 

Monaker Group, Inc.

Richard Marshall

Director of Corporate Development

Tel (954) 888-9779

Email: rmarshall@monakergroup.com