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): June 30, 2021

 

Monaker Group, Inc. 

(Exact name of Registrant as specified in its charter) 

  

Nevada 

(State or other jurisdiction of incorporation) 

001-38402 

(Commission File Number) 

26-3509845 

(IRS Employer Identification No.) 

 

1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323
(Address of principal executive offices) (Zip Code) 

 

Registrant’s telephone number, including area code: (954) 888-9779 

 

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 1.02. Termination of a Material Definitive Agreement.

 

As previously disclosed, to date, HotPlay Enterprise Limited (“HotPlay”) has loaned Monaker Group, Inc. (“Monaker”, the “Company”, “we” and “us”) $15 million pursuant to the terms of the HotPlay Exchange Agreement (defined in Item 2.01, below)(collectively, the “HotPlay Loans”), pursuant to which HotPlay was required to have at least $15 million in cash on hand as of the closing of such HotPlay Exchange Agreement, less amounts loaned to the Company. The HotPlay Loans are evidenced by Convertible Promissory Notes (collectively, the “HotPlay Notes”), which have an interest rate of 1% per annum.

 

The HotPlay Notes were to be automatically forgiven by HotPlay in the event the HotPlay Exchange Agreement was terminated in certain situations and to automatically convert into fully paid and nonassessable shares of the Company’s common stock at a conversion price of $2.00 per share, subject to certain limitations, in the event the HotPlay Exchange Agreement was terminated in certain other situations.

 

The HotPlay Notes were automatically forgiven by HotPlay as intracompany loans upon the closing of the HotPlay Exchange Agreement, effective on June 30, 2021, as discussed in Item 2.01, below.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

As disclosed in greater detail in the Current Report on Form 8-K filed by the Company with the SEC on July 23, 2020, on July 23, 2020, the Company entered into a Share Exchange Agreement (as amended by the first amendment thereto dated October 28, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2020, the second amendment thereto dated November 12, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, the third amendment thereto dated January 6, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on January 11, 2021, and the fourth amendment thereto dated February 22, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on February 26, 2021, the “HotPlay Exchange Agreement” and the transactions contemplated therein, the “HotPlay Share Exchange”) with HotPlay and the stockholders of HotPlay (the “HotPlay Stockholders”).

 

Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 52 million shares of the Company’s common stock (the “HotPlay Shares”), subject to various closing conditions, including the approval of such transactions by the stockholders of the Company (which approval was received on April 7, 2021) and the approval of The NASDAQ Capital Market for the continued listing of the Company’s common stock following the closing of the HotPlay Exchange Agreement, which approval was subsequently received.

 

We closed the acquisition of HotPlay contemplated by the HotPlay Share Exchange effective on June 30, 2021 (the “Closing”). The 52,000,000 shares of the Company’s common stock due to the HotPlay Stockholders were issued effective June 30, 2021. In connection with the closing, we acquired 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company).

 

Moving forward, the Company plans to continue its transition to a travel, cryptocurrency, and an in-game advertising company.

 

The HotPlay Exchange Agreement and the material terms thereof are described in greater detail in the Definitive Schedule 14A Proxy Statement filed by the Company with the Securities and Exchange Commission on March 4, 2021 (the “Proxy Statement”), under the heading “The HotPlay Exchange Agreement”, beginning on page 143, which information is incorporated by reference herein.

 

 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with the closing of the HotPlay Exchange Agreement, we issued 52 million shares of common stock to the former stockholders of HotPlay. 

The closing of the HotPlay Exchange Agreement also triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock (the “Preferred Conversion”). 

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the shares of common stock to the HotPlay stockholders, since the transaction did not involve a public offering, the recipients are “accredited investors”, and 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 are subject to transfer restrictions, and the certificates evidencing the securities 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 and are further subject to the terms of the escrow agreement. The securities are not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. 

We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act for the Preferred Conversion, as the preferred stock was exchanged by us with our existing security holders in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. 

Item 5.01. Changes in Control of Registrant.

 

As a result of the Closing, a change of control of the Company occurred, with the former stockholders of HotPlay obtaining control over the Company. The former stockholders of HotPlay and the former holders of our Series B Convertible Preferred Stock and Series C Convertible Preferred Stock hold 72.6% of our 87,100,403 issued and outstanding shares of common stock following the Closing.

Specifically, in connection with the Closing, and the issuance of shares of common stock of the Company in connection therewith and the Preferred Conversion, effective June 30, 2021, Ms. Nithinan Boonyawattanapisut and Mr. J. Todd Bonner, husband and wife, became the largest shareholders of the Company, beneficially owning 31,117,544 shares of common stock or 35.7% of the Company’s then outstanding common stock (through Ms. Boonyawattanapisut’s control of Red Anchor Trading Corporation, which holds 27,213,606 of such shares of record and Cern One Limited, which holds 3,562,208 shares of common stock, and an additional 314,230 shares of common stock held by Ms. Boonyawattanapisut directly and 27,500 shares held by Mr. Bonner, directly). Separately, Jwanwat Ahriyavraromp and Pornsinee Chalermrattawongz, each beneficially own the 21,966,667 shares of common stock held by Tree Roots Entertainment Group, Ltd. and the 3,533,333 shares of common stock held by Dee Supreme Company Limited, issued in connection with the Closing, due to their status as directors of such entities, which in aggregate total 29.3% of the Company’s outstanding shares of common stock following the Closing.

The description of the HotPlay Exchange Agreement described in, and incorporated by reference in, Item 2.01, above, is incorporated by reference into this Item 5.01 in its entirety.

 

Pursuant to the terms of the HotPlay Share Exchange, the former HotPlay stockholders, had certain appointment rights as to officers of the Company and directors of the Company, which were exercised in connection with the appointment of the officers and directors of the Company described in Item 5.02 below. Such rights are described in greater detail in the Proxy Statement under “Management Following the HotPlay Share Exchange”, beginning on page 259, which incorporation is incorporated by reference herein.

 

Except in connection with the HotPlay Share Exchange, and in connection with the Voting Agreement, described in greater detail in the Proxy Statement under “Agreements Related to the HotPlay Share Exchange—Director Voting Agreement” beginning on page 173 of the Proxy Statement, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of the Board of Directors of the Company, and, to the knowledge of the Company, no other arrangements exist that might result in a change of control of the Company.

 

The HotPlay Exchange Agreement and the material terms thereof are described in greater detail in the Proxy Statement under the heading “The HotPlay Exchange Agreement”, beginning on page 143, which information is incorporated by reference in this Item 5.01.

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) and (d)

Changes to Executive Officers and Directors

Effective upon the Closing of the HotPlay Share Exchange, the April 7, 2021, resignations of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, which were to be effective upon the Closing, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2021, became effective and such persons were deemed to have resigned from the Board of Directors of the Company. In addition, Mr. Simon Orange, a then member of the Board of Directors, resigned as a director of the Company effective on June 30, 2021. Mr. William Kerby and Mr. Donald P. Monaco, remained as members of the Board of Directors following the Closing.

 

In connection with the Closing of the HotPlay Share Exchange, and pursuant to the terms thereof, the Company’s Board of Directors approved the increase in the number of directors from eight (8) to nine (9) and upon the Closing of the HotPlay Share Exchange, each of Mr. J. Todd Bonner, Ms. Nithinan Boonyawattanapisut (the spouse of Mr. Bonner), Mr. Komson Kaewkham, Mr. Athid Nanthawaroon, Mr. Yoshihiro Obata, Ms. Stacey Riddell, and Ms. Carmen L. Diges were appointed to serve as members of the Board of Directors of the Company joining William Kerby and Donald Monaco who remained on the Board of Directors following the Closing.

 

The biographical and related information for Mr. J. Todd Bonner, Ms. Nithinan Boonyawattanapisut, Mr. Komson Kaewkham, Mr. Athid Nanthawaroon, Mr. Yoshihiro Obata, and Ms. Stacey Riddell is included in the Proxy Statement under “Management Following the HotPlay Share Exchange”, beginning on page 259, which incorporation is incorporated by reference herein, and the biographical information for Ms. Carmen L. Diges is provided below.

 

Mr. J. Todd Bonner and Mr. Donald Monaco were appointed as Co-Chairpersons of the Board of Directors following the Closing.

 

Certain of the new members of the Board of Directors were also appointed as members of the Committee of the Board of Directors, as discussed in further detail below.

The Board of Directors determined that Mr. Komson Kaewkham, Mr. Yoshihiro Obata, Ms. Stacey Riddell, and Ms. Carmen L. Diges, were “independent” pursuant to the rules of the NASDAQ Capital Market.

Mr. J. Todd Bonner, Ms. Nithinan Boonyawattanapisut, Mr. Komson Kaewkham, Mr. Athid Nanthawaroon, Mr. Yoshihiro Obata, Ms. Stacey Riddell, and Ms. Carmen L. Diges are not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. J. Todd Bonner, Ms. Nithinan Boonyawattanapisut, Mr. Komson Kaewkham, Mr. Athid Nanthawaroon, Mr. Yoshihiro Obata, Ms. Stacey Riddell, and Ms. Carmen L. Diges and any other person pursuant to which they were selected to serve as a director of the Company, nor are they a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as previously disclosed in the Proxy Statement under “Related Party Transactions of Directors, Executive Officers and Related Parties of the Combined Company”, beginning on page 264 of the Proxy Statement and/or in connection with the terms of HotPlay Exchange Agreement, described in greater detail in the Proxy Statement under the heading “The HotPlay Exchange Agreement”, beginning on page 143, which information is incorporated by reference in this Item 5.02.

There are no family relationships between any director or executive officer of the Company, except that Ms. Boonyawattanapisut and Mr. Bonner are husband and wife.

Biographical information for Ms. Carmen L. Diges is set forth below: 

 
 

 

Carmen L. Diges, age 51

Ms. Diges is a senior attorney, corporate and government advisor, and international entrepreneur, with over 20 years’ experience across various public and private sectors. Since August 2014, Ms. Diges has served as Principal at her own law firm, REVlaw. From November 2011 through July 2014, Ms. Diges served as a Partner at the law firm of Miller Thomson LLP. Prior thereto, from May 2004 to October 2011, Ms. Diges served as a Partner at the law firm of McMillan LLP. Ms. Diges currently serves as a Director of several private companies. Ms. Diges has served as the General Counsel/Corporate Secretary of McEwen Mining Inc. (NYSE:MUX), since August 2015.

Previously, Ms. Diges has been in private practice in various leadership roles and as partner of various Toronto law firms including the prominent firms McMillan LLP and Miller Thompson LLP. Ms. Diges holds a CFA Charter, a Master of Laws (Tax) from Osgoode Hall Law School in Toronto, a Bachelor of Laws from Dalhousie Law School in Halifax, as well as a Bachelor of Arts from the University of Toronto.

Ms. Diges strong background in the legal and corporate industry, make her well qualified to serve on the Board of Directors in the determination of the Board.

Further, upon the Closing of the HotPlay Share Exchange, the Board of Directors confirmed the following appointments as executive officers of the Company:

 


Officer 		Position
Nithinan Boonyawattanapisut Co-Chief Executive Officer of the Company and Chief Executive Officer – HotPlay
William Kerby Co-Chief Executive Officer of the Company
J. Todd Bonner Chief Executive Officer – LongRoot, Inc.
Timothy Sikora Chief Operating Officer and Chief Information Officer of Nexttrip
Sirapop “Kent” Taepakdee Chief Financial Officer of the Company
Mark Vange Chief Technology Officer of the Company

 

Each of the biographical information of Mr. Bonner, Ms. Boonyawattanapisut, Mr. Kerby (who served as sole Chief Executive Officer of the Company prior to the Closing), Mr. Sikora (who served as Chief Operating Officer and Chief Information Officer of the Company prior to the Closing), Mr. Taepakdee (who served as Chief Financial Officer of the Company prior to the Closing) and Mr. Vange, are included in the Proxy Statement under “Management Following the HotPlay Share Exchange”, beginning on page 259, which incorporation is incorporated by reference in this Item 5.02. Mr. Kerby remains as the Principal Executive Officer of the Company and Mr. Taepakdee remains as the Principal Accounting/Financial Officer of the Company following the Closing.

Also on June 30, 2021, the Board of Directors adopted a Litigation Committee Charter and established a Litigation Committee, consisting of three directors. The duties of the Litigation Committee are to (1) consult with management and counsel to discuss the initiation of any dispute between the Company and a third party (a “Dispute”) by the Company prior to its commencement or the settlement of any Dispute or to its resolution; (2) consult with management and counsel following the initiation of a Dispute by a third party or an overture by a third party to settle a Dispute; (3) consult with management and outside counsel regarding the strategy for the management, prosecution and resolution of all Disputes; (4) periodically receive updates on the status of all Disputes; and (5) receive immediate updates on any significant developments with respect to a Dispute, and consult with management and outside counsel on an appropriate course of action with respect to such development.

 
 

 

Effective at Closing, the Board of Directors appointed the following members of the Board of Directors to serve on the committees set forth below.


Directors 		Audit
Committee

Compensation 

Committee

Nominating and 
Corporate Governance

Committee

Litigation Committee
J. Todd Bonner (1) (2)        
Nithinan Boonyawattanapisut (2)        
Komson Kaewkham (2)   M M M
William Kerby        
Donald P. Monaco (1) C M    
Athid “Tom” Nanthawaroon (2)        
Yoshihiro Obata (2)   C   M
Carmen Diges (2) M     C
Stacey Riddell (2) M   C  

(1) Co-Chair of the Board of Directors.

(2) New Directors.

(C) Chair of the Committee.

(M) Member of the Committee.

 

(e)

 

Effective upon the Closing, the number of shares of common stock available for future issuance under the Company’s 2021 Equity Compensation Plan (the “2021 Plan”), which was to be equal to 15% of the Company’s total outstanding shares of common stock following the Closing, was set at 13,065,060 shares of common stock. The material terms of the 2021 Plan were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 4, 2021 under the caption “Proposal No. 5 – Approval and Adoption of the 2021 Equity Incentive Stock Plan and the Material Terms Thereof”.

 

Item 8.01. Other Events.

 

On July 7, 2021, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

Forward- Looking Statements

 

This Current Report on Form 8-K and Exhibit 99.1 hereto contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on May 29, 2020 and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(a)        Financial Statements of Businesses Acquired

The financial statements of HotPlay, 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 HotPlay, 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.

(d) Exhibits

 

  Exhibit
Number 		  Description  
  99.1**    Press Release dated July 7, 2021
       

 

** 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: July 7, 2021 By: /s/ William Kerby
    Name:   William Kerby
    Title:  Co-Chief Executive Officer

 

 

 

 

Monaker Group, Inc. 8-K

 

Exhibit 99.1

 

 

 

Monaker Group Announces Closing of HotPlay Acquisition with NASDAQ Approval for NextPlay Technologies Listing

SUNRISE, FL – July 7, 2021 – Monaker Group, Inc. (NASDAQ: MKGI), a technology solutions company building a digital business ecosystem for digital advertisers, consumers, video gamers and travelers, is pleased to announce it has received NASDAQ approval for NextPlay Technologies listing and, that effective on June 30, 2021, closed the transactions previously contemplated by the Share Exchange Agreement entered into between the company, HotPlay Enterprise Limited (“HotPlay”) and its stockholders, by issuing 52,000,000 shares of the Company’s common stock to the HotPlay stockholders in exchange for 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the company).

HotPlay Enterprise Limited is a provider of in-game, AI-powered advertising technology and online-to-offline couponing solutions that are also equipped with a hyper-local insertion capability.

Monaker plans to complete a name change to NextPlay Technologies shortly, and the company believes it is now in a position to grow by capitalizing on the synergies of our growing ecosystem of technology platforms that includes AI-powered AdTech, Digital Connected TV (with a reach to approximately 50 million end-users), travel, gaming, FinTech and cryptocurrency banking. The NextPlay ecosystem connects companies and brands to consumers across multiple interactive media channels, including SmartTVs, PCs, laptops, tablets, and smartphones.

 

“Our offerings are expected to feature high-margin AdTech and blockchain solutions capable of reaching global consumers through virtually all connected devices,” stated Monaker CEO, William Kerby.

 

HotPlay CEO Nithinan (Jessie) Boonyawattanapisut, commented, “This transformative combination brings together Hotplay and Monaker’s recently acquired media and fintech platforms. This integration provides us with more refined and specific information about user demographics through the overlay of geographic information about their neighborhood and, in some cases, subscription choices and spending patterns. All these help us identify who should be served with which ads more accurately. We believe we are now able to make several game-changing moves to create tremendous synergies across our digital platforms and take advantage of the vast opportunities for growth and expansion we see ahead of us.”

The company has taken steps to change its name to NextPlay Technologies and trade under the stock symbol NXTP on NASDAQ which the company expects to occur by next week, if not sooner, with a new CUSIP: 65344G102. Current shareholders do not need to take any action regarding the name or ticker symbol change. The company’s new website at www.nextplaytechnologies.com is planned for launch by July 12, 2021.

Further details about the HotPlay closing will be available in an upcoming Monaker Group Form 8-K filing with the U.S. Securities and Exchange Commission and available at monakergroup.com.

About Monaker Group

Monaker Group, Inc., is an innovative technology-driven company building a next-generation enterprise 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 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 monakergroup.com and follow us on Twitter and Linkedin @MonakerGroup.

 

About HotPlay Enterprise Limited

HotPlay Enterprise Limited 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. Its AdTech is built to connect advertising partners with the 2.7 billion gamers worldwide, delivering campaign performance tracking in real time. For more information, go to hotplay.games.

 

 
 

 

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 the Company 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 ability to complete the acquisition of control of International Financial Enterprise Bank (IFEB) promptly and on the terms disclosed; 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 and penalties we may incur 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 and IFEB (assuming the acquisition is closed); 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 dilution to existing shareholders; 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.

 

Company Contacts:

Monaker Group

Richard Marshall

Director of Corporate Development

Tel (954) 888-9779

rmarshall@monakergroup.com

 

HotPlay Enterprise Limited

Nithinan (Jessie) Boonyawattanapisut

Chief Executive Officer

nithinan@hotplay.games