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): March 31, 2021
Monaker
Group, Inc.
(Exact
name of Registrant as specified in its charter)
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Nevada
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(State
or other jurisdiction of incorporation)
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001-38402
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26-3509845
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1560
Sawgrass Corporate Parkway, Suite 130
Sunrise,
Florida 33323
(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):
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock,
$.0001
Par Value Per Share
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MKGI
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The
NASDAQ Stock Market LLC
(Nasdaq
Capital Market)
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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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended November 30, 2020, under “Part
II-Other Information—Item 5. Other Information”, on January 15, 2021, Monaker Group, Inc. (the “Company”, “we”
and “us”), entered into a Founding Investment
and Subscription Agreement (the “Investment Agreement”) with Reinhart Interactive TV AG, a company organized in Switzerland
(“Reinhart”), and Jan C. Reinhart, the founder of Reinhart (“Founder”).
The
Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.8 million US), The closing of the transactions contemplated by the Investment Agreement
was to take place on April 1, 2021, or earlier if the conditions to closing were earlier satisfied. Conditions to closing included the
Company paying the required capital contribution, approval of the transaction by the board of directors of the Company and Reinhart,
and certain requirements and confirmations required by Swiss law. The Investment Agreement included customary representations and warranties
of the parties. We also agreed to reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670) in connection
with the transaction. Additionally, in the event we failed to close the transactions contemplated by the Investment Agreement by April
1, 2021, we agreed to pay the Founder 500,000 Swiss Francs (approximately $560,000), as a break-up fee.
We
closed the transactions contemplated by the Investment Agreement on March 31, 2021, by paying the Founder $10.8 million in cash. The
consideration paid to the Founder came largely from funds advanced by HotPlay Enterprise Limited
(“HotPlay”), which entity the Company is party to a pending share exchange agreement to acquire, each as
previously disclosed.
Reinhart
is in the business of providing a software-based TV and video distribution platform to telecom operators and digital content owners and
providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment
and support.
In
connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder (the
“Shareholders’ Agreement”). The Shareholders’ Agreement set forth certain rules for the governance and
control of Reinhart. The Shareholders’ Agreement provides that the Board of Directors of Reinhart will consist of five members,
three of which will be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company
which include William Kerby, the Company’s Chief Executive Officer, and Mark Vange, the Chief Technology Officer of HotPlay; that
any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of the total outstanding vote of
Reinhart; that in the event Reinhart issues, within five years after the closing date, any equity or convertible equity, with a price
less than the most recent valuation of Reinhart’s shares, the shares held by each director who is appointed by the Founder are
subject to weighted average anti-dilution protection; provides for various restrictions on transfers of shares of Reinhart, including
right of first refusal rights, tag-along rights, and drag-along rights, as well as certain rights which would trigger the right of the
other parties to the Shareholders’ Agreement to acquire the shares held by an applicable shareholder, for the higher of the fair
market value and the nominal value of the shares (except in the case of (c) where the purchase price is the lower of such amounts), if
such shareholder (a) commits a criminal act against the interests of another party, Reinhart or its affiliates; (b) breaches the Shareholders’
Agreement, and fails to cure such breach 20 days after notice thereof is provided; or (c) the employment of any employed shareholder
is terminated for certain reasons.
The
Shareholders Agreement also provides a right for the Founder and any other persons appointed as directors by the Founder to put their
shares to the Company, at which time the Company will be required to purchase such shares (the “Founder’s Shares”),
based on the following schedule:
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Date
right is triggered
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Percent
of Founder’s Shares
eligible to be sold
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Required
Purchase Price
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January
1, 2024
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33%
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15
times EBITDA based on audited 2023 Reinhart financials
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January
1, 2025
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66%
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15
times EBITDA based on audited 2024 Reinhart financials
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December
20, 2025, if the Board of Directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell
Reinhart to a third party, but the Company and the Founder can’t agree on such sale, by such date
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100%
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Higher
of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based
on audited 2025 Reinhart financials
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January
1, 2026
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100%
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Lower
of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based
on audited 2025 Reinhart financials
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The
Shareholders’ Agreement also allows the parties to file for an initial public offering on a Swiss trading exchange. The Shareholders’
Agreement has a term of 10 years, extendable thereafter for successive five-year periods, unless terminated by either party with 12 months
prior written notice (provided that any such termination shall only be applicable to the terminating shareholder), subject to earlier
termination in connection with certain initial public offerings.
The
foregoing description of the Investment Agreement and Shareholders’ Agreement, do not purport to be complete and are qualified
in their entirety by reference to the full text of the Investment Agreement and Shareholders’ Agreement, which are incorporated
by reference as Exhibits 2.1, and 10.2 to this Current Report on Form 8-K, and are incorporated by reference
in their entirety into this Item 2.01.
Item
3.02 Unregistered Sales of Equity Securities.
We
plan to claim an exemption from registration for the issuance of the Consulting Shares (described below in Item 8.01, which disclosure
is incorporated by reference into this Item 3.02), as applicable, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation
D of the Securities Act of 1933, as amended (the “Securities Act”), since the entry into the Consulting Agreements
did not involve a public offering, the recipients are (a) “accredited investors”; and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Securities Act, and 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 will be subject to transfer restrictions,
and the certificates evidencing the securities will 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.
Item
8.01 Other Events.
On
March 26, 2021, the Company entered into an Agreement For Consulting Services to be Provided (the “Consulting Agreements”),
with six individuals, pursuant to which such persons agreed to provide expertise to the Company in connection with the acceleration and
expansion of the Company’s Longroot Initial Coin Offering (ICO) Portal, on a month-to-month basis, beginning on March 20, 2021,
and continuing thereafter until the Company provides two weeks’ notice to such consultant of its intent to terminate the applicable
consulting agreement. The Company agreed to pay each consultant $5,000 per month, which at each consultant’s option may be paid
in cash or restricted shares of common stock (the “Consulting Shares”).
The
description of the Consulting Agreements above is qualified in its entirety by the full text of the Form of Consulting Agreement, a copy
of which is filed herewith as Exhibit 10.1, and is incorporated by reference in this Item 8.01 in its entirety.
On
April 6, 2021, the Company issued a press release announcing the acquisition of Reinhart. A copy of the press release is attached hereto
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired
The
financial statements of Reinhart, to the extent required to be disclosed pursuant to this Item 9.01, will be filed no
later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro
Forma Financial Information
Pro
forma financial information relative to acquisition of Reinhart, to the extent required to be disclosed pursuant to this Item
9.01, will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
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Exhibit
Number
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Description
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2.1%#
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Founding
Investment and Subscription Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, and Reinhart Interactive
IV AG (filed as Exhibit 10.30 to the Company’s Current Report on Form 10-Q, filed with the Securities and Exchange Commissions on January 19, 2021, and incorporated herein by reference)(File No. 001-38402)
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10.1*
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Form of Agreement For Consulting Services to be Provided dated March 25, 2021, and entered into March 26, 2021 between Monaker Group, Inc. and the consultants party thereto
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10.2#
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Founding
Shareholders’ Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, certain other shareholders
of Reinhart Interactive IV AG, certain directors of Reinhart Interactive IV AG and Reinhart Interactive IV AG (filed as Exhibit
10.31 to the Company’s Current Report on Form 10-Q, filed with the Securities and Exchange Commissions on January 19, 2021,
and incorporated herein by reference)(File No. 001-38402)
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99.1*
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Press release dated April 6, 2021
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*
Filed herewith.
#
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) and/or 601(b)(2) of Regulation S-K. A copy of any omitted
schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Monaker
Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule
or Exhibit so furnished.
%
Certain information has been redacted from the exhibit pursuant to Item 601(a)(6) of Regulation S-K (and replaced with #’s)
as the disclosure of such information would constitute a clearly unwarranted invasion of personal privacy. A copy of any omitted
information will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Monaker
Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any information so furnished.
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.
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MONAKER
GROUP, INC.
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Date:
April 6, 2021
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By:
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/s/
William Kerby
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Name:
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William
Kerby
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Title:
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Chief
Executive Officer
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Monaker Group, Inc. 8-K
Exhibit 10.1
[Consultant]
[Consultant
Address]
FORM
OF
AGREEMENT
FOR CONSULTING SERVICES TO BE PROVIDED TO:
Monaker
Group, Inc.
1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, FL 33323
THIS
AGREEMENT dated March 25th, 2021 is made between Monaker Group, Inc. (MKGI) and [Consultant] ([Consultant]).
NOW
IT IS HEREBY AGREED as follows:
1.
[Consultant], as an independent contractor, agrees to provide its expertise to assist MKGI in its efforts to monitor and assist
MKGI in efforts to accelerate the company’s desire to expand its Longroot ICO Portal into new areas including the potential
expansion of strategic relationships between MKGI and his company - Next One Funding LLC.
2.
[Consultant]’s services will be provided on a month-to-month basis commencing March 20th and ending upon receiving
2 weeks’ notice from MKGI.
3.
For its services, [Consultant] shall receive (at his option) either $5000 per month or the equivalent dollar value of shares of
MKGI’s restricted common stock for each month of service. It will be the responsibility of [Consultant] to seek any securities
advice and legal opinion required to remove restrictive legend on the shares
4.
[Consultant] represents and warrants to MKGI’s management that it has the experience and ability to perform the required
services and will perform these services in a professional, competent, and timely manner; and that its performance shall not infringe
upon or violate U.S securities laws and regulations.
5.
[Consultant] acknowledges that the services rendered to MKGI shall be solely as an independent contractor.
6.
[Consultant] recognizes and acknowledges that this agreement creates a confidential relationship and that any information concerning
MKGI’s business affairs and contacts, methods of operation, and other such information, whether written, oral, or otherwise,
is confidential in nature.
7.
[Consultant] confirms (in the event that he elects to accept Monaker Shares) that he is an “Accredited Investor”
as defined in Rule 501(a)1 of the Securities Act of 1933, as amended (the “Act” or the
“Securities Act”).
This
agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both
parties.
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[CONSULTANT]
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FOR MONAKER GROUP, INC.
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Bill
Kerby – CEO
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Date:
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Date:
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Monaker Group, Inc. 8-K
Exhibit
99.1
Monaker Group Partnership Acquires Award Winning Digital
TV Technology Provider; Plans to Accelerate Global Expansion of HotPlay Advertising Platform
Sunrise,
FL – April 6, 2021 – Monaker Group, Inc. (NASDAQ: MKGI), a technology solutions company, today announced that
Reinhart Interactive TV, a Monaker-funded strategic partnership, has acquired a leading and award winning Interactive TV
supplier, founded in 2001 by former employees of Philips Media.
One of the key drivers behind Monaker’s entry into
the Digital TV space, is the planned integration of HotPlay’s advertising platform with the TV and broadcaster eco-systems.
With
this acquisition, Reinhart Interactive TV combined with HotPlay’s offering becomes an ESP (Entertainment Service Provider).
HotPlay will now have access to a pipeline of further acquisitions with the potential of 50 million broadband and mobile
customers to deliver more relevant, better monetizing ads and coupons.
According
to Monaker, this acquisition represents a low-cost and timely entry into a new distribution channel covering large geographic
areas and servicing a vast user base. It is expected to significantly accelerate HotPlay’s global expansion with the broader
and faster adoption of the HotPlay platform by advertisers, who will be able to access more users across all devices (SmartTV,
Set Top Box, PC, Laptop, Tablet and Smartphones), thereby driving revenue opportunities and benefits for everyone in the ecosystem.
According
to Reinhart Interactive TV’s chairman, Jan Reinhart, “We are excited to leverage HotPlay and create new revenue streams
for our growing client base of telecom operators, who are all well-established in their respective eco-systems. I am encouraged
by the response we’re already receiving from existing and potential partners interested in new gaming and advertising content
solutions.”
As
a result of their collaboration, Reinhart Interactive TV and HotPlay expect to develop and provide a gaming ecosystem in
which players can seamlessly transition from mobile to television screen, and vice versa, thus increasing customer
engagement, keeping users connected on the platform and leading to increased potential for ad revenue and platform
“gamer stickiness.” In anticipation of the acquisition and HotPlay integration, Monaker had contracted the
development of 16 mini-video games for delivery starting in April. The games are designed to meet the immediate
requirements of expanding entertainment options while providing unique in-game advertising and coupon solutions for Reinhart
Interactive TV’s current TV and mobile operators.
Commenting
on the opportunity, HotPlay CEO Nithinan (Jess) Boonyawattanapisut said, “We strongly believe that expanding our ecosystem
to include television screens should significantly increase the effectiveness of HotPlay’s in-game advertising when it comes
to coupon redemption rates, as coupons can be presented to both the individual gamer and his/her entire household. There is tremendous
revenue potential to be unlocked and realized here with benefit for the telecom operators, players, and advertisers.”
“Through
a series of strategic acquisitions,” added Monaker CEO Bill Kerby, “we are transforming Monaker into a global technology
solutions company with proprietary platforms that monetize products and brands across all devices. As soon as the acquisition
of HotPlay is completed, we plan to leverage the customer acquisition power of digital gaming and in-game digital advertising
to engage consumers for the benefit of major brands and travel providers. Further consolidating acquisitions by Reinhart Interactive
TV are expected.”
According
to Research and Markets, the Over the Top (OTT) media service market is expected to reach USD 194.20 Billion by 2025, registering
a CAGR of 13.87% during the period of 2019-2025.
As
previously announced, Monaker is in the process of completing its planned acquisition of HotPlay Enterprise Limited (“HotPlay”),
with the next step in that process being Monaker’s special meeting to be held on April 7, 2021, where shareholders
will vote on the acquisition of HotPlay and related matters. The acquisition of HotPlay remains subject to closing conditions,
provided that Monaker anticipates completing the acquisition, subject to such closing conditions, during the second quarter of
calendar 2021.
Financial
terms and additional information regarding the Reinhardt Interactive TV transaction are available in Monaker’s Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission on April 6, 2021, and available at www.sec.gov.
About
Reinhart Interactive TV
Reinhart
Interactive TV is a special purpose vehicle sponsored by Reinhart Capital to consolidate technology providers in the digital TV
space. Reinhart Capital is a Switzerland-based firm focusing on venture-stage information technology companies co-founded by Jan
Reinhart. Prior to founding Reinhart Capital, he served as Investment Officer at Swisscom, as Vice President of Marketing and
Business Development InnoPath Software in Sunnyvale, California which was acquired by Qualcomm and as a direct report for New
Businesses to SAP’s Chairman, CEO and co-founder. More recently, Jan Reinhart co-founded the pioneering fintech company
PayCash which he sold to the German automotive corporation Daimler AG.
About
HotPlay
HotPlay
is a next generation in-game advertising (IGA) company established as a strategic collaboration from top tier professionals in
the key industries of technology, multimedia, games, and entertainment. HotPlay leverages proprietary Artificial Intelligence
to reach, engage and convert gamers by seamlessly integrating native ads and non-intrusive digital coupons redeemable through
both online and offline channels. Our AdTech is built to connect Advertising partners with the 2.5 billion gamers worldwide delivering
campaign performance tracking in real time.
About
Monaker Group
Monaker
Group, Inc., is an innovative technology-driven company with plans to build a next-generation company through acquisition and
organic growth, leveraging the strengths and channels of our existing technologies with those that we acquire, creating synergy
and opportunity in the leisure space. Monaker Group is a party to a definitive agreement (subject to closing conditions, including
shareholder approval for the transaction) to acquire HotPlay Enterprise Limited, an innovative in-game advertising and AdTech
company. Following the completion of the proposed HotPlay acquisition, Monaker Group plans to transform into NextPlay Technologies,
an innovative global technology company focused on consumer engaging products in the video gaming and travel verticals with innovative
Ad Tech, Artificial Intelligence and Blockchain solutions. For more information about Monaker Group, visit www.monakergroup.com
and follow on Twitter and Linkedin @MonakerGroup.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of, and within the safe harbor provided by
the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, 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. Factors that may cause such a difference include risks and uncertainties
related to our need for additional capital which may not be available on commercially acceptable terms, if at all, which raises
questions about our ability to continue as a going concern; the fact that the COVID-19 pandemic has had, and is expected to continue
to have, a significant material adverse impact on the travel industry and our business, operating results and liquidity; amounts
owed to us by third parties which may not be paid timely, if at all; certain amounts we owe under outstanding indebtedness which
are secured by substantially all of our assets; the closing of the offering disclosed above, and the ultimate terms thereof, including
consideration payable to Longroot in connection therewith; the fact that we have significant indebtedness, which could adversely
affect our business and financial condition; our revenues and results of operations being subject to the ability of our distributors
and partners to integrate our alternative lodging rental (ALR) properties with their websites, and the timing of such integrations;
uncertainty and illiquidity in credit and capital markets which may impair our ability to obtain credit and financing on acceptable
terms and may adversely affect the financial strength of our business partners; the officers and directors of the Company have
the ability to exercise significant influence over the Company; stockholders may be diluted significantly through our efforts
to obtain financing, satisfy obligations and complete acquisitions through the issuance of additional shares of our common or
preferred stock; if we are unable to adapt to changes in technology, our business could be harmed; our business depends substantially
on property owners and managers renewing their listings; if we do not adequately protect our intellectual property, our ability
to compete could be impaired; our long-term success depends, in part, on our ability to expand our property owner, manager and
traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international
operations; unfavorable changes in, or interpretations of, government regulations or taxation of the evolving ALR, Internet and
e-commerce industries which could harm our operating results; risks associated with the operations of, the business of, and the
regulation of, Longroot; the market in which we participate being highly competitive, and because of that we may be unable to
compete successfully with our current or future competitors; our potential inability to adapt to changes in technology, which
could harm our business; the volatility of our stock price; risks associated with our pending share exchange agreement with HotPlay
Enterprise Limited, including our ability to close such transaction and dilution caused by such closing, as well as dilution caused
by the conversion of our outstanding Series B Preferred Stock and Series C Preferred Stock; the fact that we may be subject to
liability for the activities of our property owners and managers, which could harm our reputation and increase our operating costs;
and that we have incurred significant losses to date and require additional capital which may not be available on commercially
acceptable terms, if at all. More information about the risks and uncertainties faced by Monaker are detailed from time to time
in Monaker’s periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q, under the headings “Risk Factors”. These reports are available at www.sec.gov. Other unknown or unpredictable
factors also could have material adverse effects on the Company’s future results and/or could cause our actual results and
financial condition to differ materially from those indicated in the forward-looking statements. 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 only 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. If we update one or more forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other forward-looking statements.
Source:
Monaker Group
Company
Contacts:
Monaker
Group
Richard
Marshall
Director
of Corporate Development
Tel:
(954) 888-9779
Email:
rmarshall@monakergroup.com
Reinhart
Capital
Jan
Reinhart
Managing
Partner
Email:
jan@reinhart.vc
HotPlay
Nithinan
(Jess) Boonyawattanapisut
Chief
Executive Officer
Tel:
+66 2 096 2226
Email:
nithinan@hotplay.games