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): April 1, 2021

 

 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.)

 

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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock,

$.0001 Par Value Per Share

MKGI

The NASDAQ Stock Market LLC

(Nasdaq Capital Market)

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.

 

On April 1, 2021, Monaker Group, Inc. (the “Company”, “we” and “us”), entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “Bill of Sale”), with 2019 MJSA Family Trust, 2007 Gibralter Trust, 811 King Investing Corp., Hannah Fuchs, an individual, 2007 Island Trust, 2019 JMNG Family Trust, Riverside Pictures LLC, Verisium Consulting LLC and 2019 OMK Trust (collectively the “Sellers”), pursuant to which the Company agreed to purchase 2,191,489 shares (the “Shares”) of authorized and outstanding Class A Common Stock of International Financial Enterprise Bank, Inc., a Puerto Rico corporation licensed as an Act 273-2012 international financial entity headquartered in San Juan Puerto Rico (“IFEB”), which Shares total approximately 57.6% of the outstanding Class A Common Stock of IFEB. The Bill of Sale included customary and standard representations and warranties of the parties.

 

The purchase price of the Shares was $6,400,000, which amount was paid to the Sellers on April 1, 2021. The Company used funds borrowed from Streeterville Capital, LLC on March 22, 2021, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 26, 2021, to pay the purchase price of the Shares.

 

IFEB was incorporated in 2017 as a corporation under the laws of the Commonwealth of Puerto Rico and received its international financial entity license on June 18, 2017 from the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “Oficina del Comisionado de Instituciones Financieras” or (“OCIF”), as amended, as license #51. As a result, IFEB is regulated by OCIF, and intends to update its application to establish a Fedwire account with the Federal Reserve Bank, New York (“FRB”). IFEB conducts its business activities out of its head office in Puerto Rico at 268 Ponce de Leon Ave., in San Juan, and hired in excess of the minimum of four employees required to staff its office under its license. Most recently the bank was approved to underwrite residential mortgages in a US state.

 

Notwithstanding the terms of the Bill of the Sale, and the payment by the Company of the aggregate purchase price pursuant thereto, the transfer of the Shares to the Company and the Company’s acquisition of control of IFEB is subject to review of the Company’s financial viability, as well as other matters, by the OCIF, and as such, the Company will have to file a formal change of control application before taking ownership and control of the Shares, which is subject to approval by OCIF, and may ultimately not be approved. The Company anticipates receiving confirmation of OCIF’s approval or non-approval of the Company’s acquisition of the Shares by approximately June 2021.

 

The Company desires to acquire the Shares, and control of IFEB, to accelerate the expansion of services that can be provided by IFEB, such as merchant services to Monaker’s customer base, thus creating brand loyalty. In addition to traditional payment and banking capabilities, as well as merchant services solutions for our gaming, in-game advertising and travel verticals, we will inform customers from underwritings of the Company’s Longroot Initial Coin Offering (ICO) Portal (which includes the purchases of targeted assets, access to cryptocurrency exchanges, Digital Wallet applications) of the services IFEB can assist them with.

 

The description of the Bill of Sale above is qualified in its entirety by the full text of the Form of Bill of Sale, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference in this Item 1.01 in its entirety.

 

 

Item 8.01 Other Events.

 

On April 7, 2021, the Company issued a press release disclosing the Bill of Sale transaction. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit Number   Description
10.1*   Form of Bill of Sale for Common Stock dated April 1, 2021, by and between Group, Inc. and the Sellers party thereto
99.1*   Press release dated April 7, 2021

 

* 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: April 7, 2021 By: /s/ William Kerby
    Name:   William Kerby
    Title:  Chief Executive Officer

 

 

 

 

 

 

Monaker Group, Inc. 8-K

 

Exhibit 10.1

 

FORM OF

BILL OF SALE FOR COMMON STOCK

 

MONAKER GROUP, INC., PURCHASER

 

BILL OF SALE FOR COMMON STOCK (this “Agreement”) dated April 1, 2021, is effective the 22nd day of March 2021 (the “Effective Date”), by and between the parties set forth as Sellers on the signature page hereto (“Sellers”) and Monaker Group, Inc. (“Purchaser”). Each of Sellers and Purchaser may be referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, Sellers and certain agents of Purchaser previously entered into Bills of Sale for Common Stock agreements with Purchaser (the “Prior Purchase Agreements”), whereby such Sellers, for the benefit of Purchaser, were to acquire the Shares (defined below); and

 

WHEREAS, the Purchaser now desires to acquire the Shares directly, and the Sellers desire to sell and Purchaser desires to purchase the Shares (as hereinafter defined) set forth each respective Seller’s name on the signature pages hereto.

 

NOW, THEREFORE, in consideration of the Purchase Price (as hereinafter defined), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AGREEMENT

 

1.              Recitals. The foregoing recitals are true, correct, and complete in all respects and are incorporated herein by this reference.

 

2.               Conveyance. Sellers do hereby transfer and sell unto Purchaser and Purchaser hereby purchases the Shares.

 

3.               Consideration. The purchase price (“Purchase Price”) for the Shares is Six Million Four Hundred Thousand and 00/100 DOLLARS ($6,400,000.00), which amount has previously been paid to the Sellers from the Purchaser.

 

4.               Definition of “Shares.” 2,191,489 shares of authorized and outstanding Class A common stock, par value $0.01 per share, of International Financial Enterprise Bank, Inc. (the “Company”), a Puerto Rico corporation and an international financial entity organized under the provisions of Puerto Rico Act 273-2012 with headquarters located at 268 Ponce de Leon, Suite 1012, San Juan, PR 00918. The Shares represent 57.6% of the total outstanding common stock of the Company and are validly issued, fully paid and nonassessable.

 

5.               Representations and Warranties of Sellers. Each of the Sellers, individually, and not jointly or severally, represents and warrants to Purchaser as of the Effective Date, that:

 

(a)             This Agreement has been duly executed and delivered by the Seller and (assuming the due authorization, execution and delivery hereof by the Purchaser) constitutes the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

 

 

 

(b)             The Shares transferred from the Seller are free and clear of all liens, encumbrances and liabilities; and

 

(c)              The sale is being conducted in compliance with, and subject to, the shareholders’ agreement dated as of March 14, 2018 between the Company and its shareholders (the “Shareholders’ Agreement), which, in addition to its other terms and conditions, requires a majority vote of the board of directors of the Company to relinquish the Company’s right of first refusal to purchase the Shares.

 

(d)              Seller is not an officer, director or employee of Company.

 

(e)              Seller is the sole record and beneficial owner of the Shares and has good and marketable title to all of the Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. Seller has sole managerial and dispositive authority with respect to the Shares and has not granted any person a proxy or option to buy the Shares that has not expired or been validly withdrawn. The sale and delivery of the Shares held by the applicable Seller to the Purchaser pursuant to this Agreement will vest in the Purchaser the legal and valid title to the Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever, except for those associated with the restricted nature of the securities.

 

 (f)               The Shares represent 57.6% of the total outstanding common stock of the Company and are validly issued, fully paid and nonassessable.

 

6.               Representations and Warranties of Purchaser. Purchaser represents and warrants to Sellers as of the Effective Date:

 

(a)             This Agreement has been duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery hereof by the Sellers) constitutes the valid and binding obligation of the Purchaser enforceable against the Sellers in accordance with its terms.

 

(b)             Due Diligence and Independent Investigation. Purchaser has conducted its own independent investigation, review and analysis of the business and assets of the Company, together with the results of operations, prospects, conditions (financial or otherwise) of the same and acknowledges that it has been provided adequate access to the personnel, assets, properties, premises, books and records and other documents and data of Company for such purpose. Purchaser acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied on its own independent investigation and due diligence and on the representations and warranties of Sellers set forth in Section 5 of this Agreement. Purchaser has not relied on any representations and warranties, express or implied, other than the representations and warranties of Sellers set forth in Section 5 of this Agreement.

 

(c)              Purchase for Investment. Purchaser is purchasing the Shares for investment, for its own account and not with a view to distribution thereof.

 

(d)             Regulatory Approval. Purchaser acknowledges and understands that, and assumes the responsibility for, the purchase of the Shares will require, and assumes the responsibility for, a change of control approval from the Office of the Commissioner of Financial Institutions of Puerto Rico.

 

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7.               Representations and Warranties of Company. Company represents and warrants to Purchaser as of the Effective Date, which representations and warranties shall also be true as of the Closing Date, as follows:

 

(a)              Corporate Existence. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Puerto Rico and has the unconditional power and authority to conduct its business and own its properties as now conducted and owned.

 

(b)              Taxes. For all periods ended on or prior to the Effective Date, the Company has accurately completed and filed or will file within the time prescribed by law (including extensions of time approved by the appropriate taxing authority) all tax returns and reports required to be filed with the Internal Revenue Service, the Commonwealth of Puerto Rico, any other states or governmental subdivisions and all foreign countries and has paid, or made adequate provision for the payment of, all taxes, interest, penalties, assessments or deficiencies known to be due.

 

(c)              Subsidiaries. The Company has no subsidiaries.

 

(d)             No Material Adverse Change. Since the last annual financial statement dated December 31, 2020, there has been no material adverse change in the financial or other condition, properties or business operations of the Company.

 

(e)              Litigation. There are no suits, proceedings or investigations pending or threatened against or affecting the Company or an officer of the Company which could have a material adverse effect on the business, assets, or financial condition of the Company.

 

(f)               Licenses; Compliance with Laws. The Company is operated under its certificate of incorporation, corporate charter and the permit to commence operations issued by the Office of the Commissioner of Financial Institutions of Puerto Rico, which office granted the Company an amended and restated permit to organize as an international financial entity under Act 273-2012, dated November 1, 2017, subject to the conditions and limitations set forth in such permit. The Company is in compliance with its corporate governing documents and all applicable laws and regulations related to its business.

 

(g)              The sole class of common voting equity of Company is its Class A common stock. All of the issued and outstanding Class A shares of common stock of Company (i) have been duly authorized, validly issued, fully paid and are non-assessable, (ii) have been issued in compliance with all applicable federal and state securities laws, (iii) will not have been issued in violation of any agreement, arrangement or commitment to which Company or any of its affiliates is a party or is subject to or in violation of any preemptive or similar rights of any person, and (iv) will have the rights, preferences, powers, restrictions and limitations of the Company’s Class A common stock.

 

(h)              Agreements with Banking Authorities. Company is not subject to any formal order (other than orders applicable to international financial entities generally and as set forth in its charter and permit to organize) with any federal or state agency charged with the supervision or regulation of banks, including, without limitation, the FDIC. The Company is not FDIC-insured.

 

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(i)               Litigation. There is no litigation, claim or other proceeding pending or, to the knowledge of Company, threatened before any judicial, administrative or regulatory agency or tribunal against or involving Company.

 

(j)               No Issuance of New Shares. Prior to the Closing, Company will not issue additional Shares to any party such that the percentage of Company’s Class A common stock being purchased by Purchaser shall be as set forth in 10(b), below.

 

(k)               Simultaneously with the Closing, Company shall call the total outstanding shares of preferred stock in accordance with the terms of the related preferred stock purchase agreements to cause there to be no preferred stock outstanding.

 

(l)                  The Shares represent 57.6% of the total outstanding common stock of the Company and are validly issued, fully paid and nonassessable.

 

8.               Restrictions on Transfer. Each certificate Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS’ AGREEMENT DATED AS OF MARCH 14, 2018 BETWEEN THE COMPANY AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS’ AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

 

9.               Closing. The purchase and sale of the Shares shall take place at a closing to be held at such time, place and manner as shall be agreed upon by the Parties (the “Closing”). The Closing shall occur on or before March 31, 2021.

 

The obligation of Sellers to sell, and Purchaser to purchase, the Shares at the Closing shall be subject to satisfaction of the following conditions at and as of the Closing:

 

(a)              Minimum Number of Shares. Sellers shall have delivered certificates to Purchaser for the Shares purchased by Purchaser hereunder.

 

10.             Miscellaneous.

 

(a)              Attorney’s Fees. The Parties shall each pay their own legal fees and expenses in connection with this transaction.

 

(b)              Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

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(c)             Brokers. Each Party represents that is has not dealt with any broker, finder, commission agent, or other similar person in connection with the offer or sale of the Shares and the transaction contemplated by this Agreement and is under no obligation to pay any broker’s fee, finder’s fee, or commission in connection with such transaction.

 

(d)             Mutual Non-Disparagement. Neither Party will, during the term of this Agreement or after the termination hereof, disparage the other Party or Company or their respective products, services, agents or current or former directors, officers and employees. This provision shall survive the termination of this Agreement. This provision shall not apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required; or (ii) to any disclosure required by applicable law, rules or regulations.

 

(e)               Headings. The headings of sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

 

(f)               GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF OR OF ANY STATE.

 

(g)               Assignability and Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors, heirs, and permitted assigns. This Agreement and the rights and obligations hereunder shall not be assignable without the express written consent of all Parties.

 

(h)              Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the Parties and their successors, heirs, or permitted assigns, any rights or remedies under or by reason of this Agreement.

 

(i)                Multiple Counterparts. This Agreement may be executed in multiple counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

(j)                 Amendment. This Agreement may not be modified, amended, or supplemented except by an agreement in writing signed by all of the Parties.

 

(k)                Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto and supersedes all prior agreements regarding the subject matter hereof, including, but not limited to the Prior Purchase Agreements which have been rescinded.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above to be effective as of the Effective Date.

 

SELLERS: 

2019 MJSA Family Trust       383,153 shares

 

By: _________________________________

       Dahlia Kalter, as Trustee

 

2007 Gibralter Trust               299,119 shares 

 

By: _________________________________

       Ora Gichtin, as Trustee

 

811 King Investing Corp.        38,351 shares

 

By: _________________________________

      David Feder, sole shareholder

 

     38,351 shares

 

By: _________________________________

       Hannah Fuchs, an individual 

PURCHASER: 

Monaker Group, Inc.

 

By: _________________________________

        Name: William Kerby

Title: President

 

For purposes of agreeing and complying with Section 7 only: 

COMPANY: 

International Financial Enterprise Bank, Inc.

 

By: _________________________________

        Name: Tracy Berriman

Title: President

 

6 

 

[Signature Page to Bill of Sale Dated March 22, 2021, cont’d]

 

2007 Island Trust                  321,082 shares

 

By: _________________________________

       Michelle Listhaus, as Trustee

 

2019 JMNG Family Trust    383,149 shares

 

By: _________________________________

       Kenneth Nordlicht, as Trustee

 

Riverside Pictures LLC       278,046 shares 

 

By: _________________________________

       Daniella Kahane, as Trustee

 

Verisium Consulting LLC   67,114 shares

 

By: _________________________________

       Name: Maria SanFilippo

  Title: Managing Member

 

2019 OMK Trust                   383,124 shares

 

By: _________________________________

       David Gichtin, as Trustee 

 
   

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 Monaker Group, Inc. 8-K

Exhibit 99.1

 

Monaker Group Enters into Agreement to Acquire Majority Stake in Digital Bank with Plans to Expand Longroot’s Initial Coin Offering Portal with Fintech Solutions

 

SUNRISE, FL – April 7, 2021 – Monaker Group, Inc. (NASDAQ: MKGI)(“Monaker” or the “Company”), a technology solutions company, today announced it has signed an agreement to purchase approximately 57.6% of the common voting shares of International Financial Enterprise Bank, Inc. (“IFEB”), a Puerto Rico corporation licensed as an Act 273-2012 international financial entity, headquartered in San Juan, Puerto Rico. The closing of the purchase is subject to approval, review and acceptance of Monaker, by the Commissioner of Financial Institutions of Puerto Rico (“OCIF”) – the regulator for IFEB. Monaker paid US$6,400,000 in cash for the acquisition of the majority stake in IFEB.

IFEB’s current bank services include Concierge Banking, Mobile Banking, Deposit and Loan products and Escrow. The core banking system which IFEB uses, Jack Henry “Silverlake,” currently services approximately one-third of all U.S. banks and is considered to be one of the top electronic banking solutions in the world. IFEB’s online and mobile banking services give customers the convenience and ease to access their accounts anytime, anywhere in the world. This approach combines the safety and soundness of a traditional bank, with the technology, client-focus and relevancy of a modern financial services company. The IFEB team has designed and built its platform with advanced technology that seamlessly integrates supporting core infrastructure and digital interfaces. Additionally, IFEB has partnered with industry leaders in banking software to deliver a premium experience with outstanding service and security. IFEB Mobile is available for download in the Apple App Store and Google Play.

As previously announced, Monaker has acquired an indirect controlling stake in the entity which owns the Longroot initial coin offering (ICO) portal in Thailand. Longroot provides certain financial services and digital asset capabilities by creating cryptocurrencies regulated by the Securities and Exchange Commission of Thailand.

Commenting on Monaker’s entry into the agreement to purchase control of IFEB, Monaker Group Vice-Chairman and CEO Bill Kerby said, “The acquisition of IFEB will be a significant step for Monaker, as we undertake plans to expand Longroot’s capabilities from its current one-dimensional Initial Coin Offering portal to potentially include access to cryptocurrency exchanges, Digital Wallet applications, payment and banking capabilities - thus creating a more diversified Fintech Solutions company. Additionally, we believe that IFEB will support our existing businesses by providing access to merchant services solutions for our gaming, in-game advertising and travel verticals. Monaker’s acquisition of a majority stake in IFEB will be a key step to achieve this expansion.”

International Financial Enterprise Bank, Inc. has a unique bank charter as a supervised, regulated financial institution licensed under Act 273-2021 by the OCIF, with the authority to accept deposits, make loans and provide merchant services, among other activities. IFEB is required to comply with the U.S. Patriot Act, which includes the provisions associated with The Bank Secrecy Act (BSA), and Anti-Money Laundering (AML) and Know Your Customer (KYC) requirements. While not FDIC insured, IFEB is required to comply with the majority of US banking, regulatory and compliance related requirements. IFEB’s charter permits it to conduct business anywhere in the world, subject to local regulations, including all 50 states in the US.

The Company’s acquisition of control of IFEB is subject to review of Monaker’s financial viability, as well as other matters, by the OCIF, and as such, the Company’s acquisition of the Shares has not been completed to date. Monaker will have to file a formal change of control application which is subject to approval by OCIF, and may ultimately not be approved. The Company anticipates receiving confirmation of OCIF’s approval or non-approval of the Company’s acquisition of the Shares by approximately June 2021. No assurances can be made that Monaker’s acquisition of control of IFEB will be approved by the OCIF, or that such proposed acquisition will be consummated on the terms or timeframe currently contemplated, or at all.

 

 

Financial terms and additional information regarding the IFEB transaction are available in Monaker’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 7, 2021, and available at www.sec.gov.

About IFEB

IFEB is a supervised, regulated financial institution licensed under Act 273-2012 by the Office of the Commissioner of Financial Institutions of Puerto Rico (“OCIF”). While IFEB is not FDIC insured, its regulators apply FDIC review standards and IFEB is required to comply with all US banking regulations, including the Bank Secrecy Act (KYC/AML) and all regulatory and compliance related requirements. IFEB caters to high-net-worth individuals, successful entrepreneurs and businesses who desire concierge services expected from a first-class private bank. Proud to serve a diverse client base from the U.S. mainland to foreign nationals and companies based overseas, IFEB provides flexibility when managing customer finances.

 

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 transaction disclosed above, and the ultimate terms thereof, as well as our ability to obtain the return of funds paid in connection therewith, in the event such transaction, for any reason, cannot be completed; 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 Contact:

Monaker Group

Richard Marshall

Director of Corporate Development

Tel (954) 888-9779

Email: rmarshall@monakergroup.com

 

International Financial Enterprise Bank, Inc.

G. Mark Loreto, Esq.

Counsel

Tel: (609) 503-7871

Email: mloreto@ifeb.bank