Monaker Group, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Streeterville September 2021 Exchange Agreement
As previously reported in the Current Report on Form 8-K filed by NextPlay Technologies, Inc., formerly, Monaker Group, Inc. (the “Company”, “we”, “us”, and “NextPlay”) with the Securities and Exchange Commission (the “SEC”) on November 27, 2020, the Company sold Streeterville Capital, LLC (“Streeterville”), an accredited investor, a Secured Promissory Note in the original principal amount of $5,520,000 on November 23, 2020 (the “November 2020 Streeterville Note”). Streeterville paid consideration of (a) $3,500,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note”), in consideration for the November 2020 Streeterville Note (which November 2020 Investor Note was funded on January 6, 2021), which included an original issue discount (“OID”) of $500,000 and reimbursement of Streeterville’s transaction expenses of $20,000.
The November 2020 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the November 2020 Streeterville Note, not to exceed an amount of $875,000 per month if the Investor Note has not been funded by Streeterville, and $1.25 million in the event the Investor Note has been funded in full (which as discussed above, it has). In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the November 2020 Streeterville Note.
On September 1, 2021, the Company entered into an Exchange Agreement with Streeterville (the “September Streeterville Exchange Agreement”), pursuant to which Streeterville exchanged $270,000 of an August 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock (the “Exchange Shares”).
The description of the September Streeterville Exchange Amendment above is qualified in its entirety by the full text of the September Streeterville Exchange Amendment, a copy of which is filed herewith as Exhibit 10.1, and is incorporated into this Item 1.01 by reference. The November 2020 Streeterville Note is described in greater detail in the November 27, 2020, Current Report on Form 8-K.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03, the disclosures in Item 1.01 hereof are incorporated by reference in this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure of the September Streeterville Exchange Agreement and the issuance of the Exchange Shares discussed in Item 1.01 above is incorporated by reference into this Item 3.02 in their entirety. We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for such exchange and such issuance of 135,000 shares to Streeterville, as the partitioned note was exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number | Description | |
| 10.1* | Exchange Agreement between Streeterville Capital, LLC and NextPlay Technologies, Inc. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* 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.
| NEXTPLAY TECHNOLOGIES, INC. | |||
| Date: September 3, 2021 | By: | /s/ William Kerby | |
| Name: | William Kerby | ||
| Title: | Chief Executive Officer | ||